Exhibit 4.5


 


REGISTRATION RIGHTS AGREEMENT



by and among



CASELLA WASTE SYSTEMS, INC.,


 


the Guarantors listed herein



and



Banc of America Securities LLC


J.P. Morgan Securities Inc.

Calyon Securities (USA) Inc.


 




Dated as of  July 9, 2009


 

















 


REGISTRATION RIGHTS
AGREEMENT


 


This Registration Rights Agreement (this “Agreement”)
is made and entered into as of July 9, 2009, by and among Casella
Waste Systems, Inc., a Delaware corporation (the “Company”), the
subsidiaries listed on the signature pages hereof (collectively, the “Guarantors”),
and Banc of America Securities LLC, J.P. Morgan Securities Inc. and Calyon
Securities (USA) Inc. (collectively, the “Initial Purchasers”), who have agreed
to purchase the Company’s 11% Senior Second Lien Notes due 2014 (the “Notes”)
pursuant to the Purchase Agreement (as defined below).


 


This Agreement is made pursuant to the purchase
agreement, dated July 1, 2009 (the “Purchase Agreement”), among the
Company, the Guarantors and the Initial Purchasers (i) for the benefit of
the Initial Purchasers and (ii) for the benefit of the Holders (as defined
herein) from time to time of the Transfer Restricted Securities (as defined
herein), including the Initial Purchasers. 
In order to induce the Initial Purchasers to purchase the Securities (as
defined herein), the Company has agreed to provide the registration rights set
forth in this Agreement.  The execution
and delivery of this Agreement is a condition to the obligations of the Initial
Purchasers set forth in Section 5(g) of the Purchase Agreement.


 


The parties hereby agree as follows:


 


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


 


Additional Interest:  As defined in Section 5
hereof.


 


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


 


Business Day:  Any day other than a Saturday, Sunday or U.S.
federal holiday or a day on which banking institutions or trust companies
located in New York, New York are authorized or obligated to be closed.


 


Closing Date:  The date of
this Agreement.


 


Commission:  The Securities
and Exchange Commission.


 


Company:  As defined in
the preamble hereto.


 


Consummate:  A registered
Exchange Offer shall be deemed “Consummated” for purposes of this Agreement
upon the occurrence of (i) the filing and effectiveness under the Securities
Act of an Exchange Offer Registration Statement relating to the Exchange
Securities to be issued in the Exchange Offer, (ii) the maintenance of
such Exchange Offer Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not less than the minimum period
required pursuant to Section 3(c) hereof, and (iii) the delivery
by the Company to the Registrar under the Indenture of Exchange Securities in
the same aggregate 


 

















 


principal amount as the
aggregate principal amount of Transfer Restricted Securities that were validly
tendered (and not withdrawn) by Holders thereof pursuant to the Exchange Offer.


 


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


 


Exchange Date:  As defined in Section 3(b) hereto.


 


Exchange Offer:  The
registration by the Company under the Securities Act of the Exchange Securities
pursuant to a Registration Statement which has been declared effective by the
Commission pursuant to which the Company offers the Holders of all outstanding
Transfer Restricted Securities the opportunity to exchange all such outstanding
Transfer Restricted Securities held by such Holders for Exchange Securities in
an aggregate principal amount equal to the aggregate principal amount of the
Transfer Restricted Securities validly tendered (and not withdrawn) in such
exchange offer by such Holders.


 


Exchange Offer Registration Statement: 
The Registration Statement relating to the Exchange Securities and the
Exchange Offer, including the related Prospectus, on any form selected by the
Company, in its sole discretion, that the Company is permitted to use by the rules and
regulations of the Commission.


 


Exchange Securities:  The 11% Senior
Second Lien Notes due 2014, of the same series under the Indenture as the
Transfer Restricted Securities, to be issued to Holders in exchange for
Transfer Restricted Securities pursuant to the Exchange Offer.


 


FINRA:  The Financial
Industry Regulatory Authority, Inc.


 


Freely Tradable: 
means, with respect to a Security, a Security that at any time of
determination (i) may be resold to the public in accordance with Rule 144
under the Securities Act (“Rule 144”) by a person that is not an “affiliate”
(as defined in Rule 144 under the Securities Act) of the Company (and
whether or not the Company has failed to file any required report under the
Exchange Act), (ii) does not bear any restrictive legends relating to the
Securities Act and (iii) does not bear a restricted CUSIP number.


 


Guarantees:  As defined in
the definition of “Securities” below.


 


Guarantors:  As defined in
the preamble hereto.


 


Holders:  As defined in Section 2(b) hereof.


 


Indemnified Holder:  As defined in Section 8(a) hereof.


 


Indenture:  The Indenture,
dated as of July 9, 2009, by and among the Company, the Guarantors and
Wilmington Trust Company, as trustee (the “Trustee”), pursuant to which the
Securities are to be issued, as such Indenture is amended, modified or
supplemented from time to time in accordance with the terms thereof.


 


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Initial Purchasers:  As defined in
the preamble hereto.


 


Initial Placement:  The issuance
and sale by the Company of the Transfer Restricted Securities to the Initial
Purchasers pursuant to the Purchase Agreement.


 


Issuer Free Writing Prospectus:  As defined in Section 4(c) hereof.


 


Notes:  As defined in
the preamble hereto.


 


Person:  An individual,
partnership, limited partnership, limited liability company, corporation, trust
or unincorporated organization, or a government or agency or political
subdivision thereof.


 


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


 


Registrar:  As defined
in the Indenture.


 


Registration Default:  As defined in Section 5
hereof.


 


Registration Statement:  Any registration
statement of the Company relating to (a) an offering of Exchange
Securities pursuant to an Exchange Offer or (b) the registration for
resale of Transfer Restricted Securities pursuant to a Shelf Registration
Statement, which is filed pursuant to the provisions of this Agreement, in each
case, including the Prospectus included therein, all amendments and supplements
thereto (including post-effective amendments) and all exhibits and material
incorporated by reference therein.  If
the Company is required to file a Registration Statement pursuant to this
Agreement, it may use any form selected by the Company, in its sole discretion,
that the Company is permitted to use by the rules and regulations of the
Commission.


 


Securities:  $180,000,000
in aggregate principal amount of the Notes, and securities issued in exchange
therefor or in lieu thereof pursuant to the Indenture.  Each Security is entitled to the benefit of
the guarantees provided for in the Indenture (the “Guarantees”)
and, unless the context otherwise requires, any reference herein to a “Security”,
an “Exchange Security” or a “Transfer Restricted Security” shall include a
reference to the related Guarantees.


 


Securities Act:  The Securities
Act of 1933, as amended.


 


Shelf Filing Deadline:  As defined in Section 4(a) hereof.


 


Shelf Registration Statement:  As defined in Section 4(a) hereof.


 


Transfer Restricted Securities:  All Securities
that are not Freely Tradable.


 


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


 


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


 


SECTION 2.           Securities Subject to this
Agreement.


 


(a)           Transfer Restricted
Securities.  The securities
entitled to the benefits of this Agreement are the Transfer Restricted
Securities, for so long as they remain such.


 


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


 


SECTION 3.           Registered Exchange Offer.


 


(a)           Notwithstanding anything to the contrary in this Section 3,
the Company and the Guarantors shall not be required to register, commence or
Consummate an Exchange Offer if all of the Securities are Freely Tradable on or
before the Exchange Date, and the requirements to register, commence and
Consummate the Exchange Offer shall terminate at such time at which all the
Securities are Freely Tradable.


 


(b)           Unless the Exchange Offer shall not be permissible under
applicable law or Commission policy, or there are no Transfer Restricted
Securities outstanding, each of the Company and the Guarantors shall (i) cause
to be filed with the Commission, an Exchange Offer Registration Statement under
the Securities Act, (ii) use commercially reasonable efforts to cause such
Registration Statement to become effective, (iii) in connection with the
foregoing, (A) file all pre-effective amendments to such Registration
Statement as may be necessary in order to cause such Registration Statement to
become effective, (B) file, if applicable, a post-effective amendment to
such Registration Statement pursuant to Rule 430A under the Securities Act
and (C) cause all necessary filings in connection with the registration
and qualification of the Exchange Securities to be made under the state
securities or blue sky laws of such jurisdictions as are necessary to permit
Consummation of the Exchange Offer, and (iv) upon the effectiveness of
such Registration Statement, promptly commence the Exchange Offer.  Each of the Company and the Guarantors shall
use commercially reasonable efforts to Consummate the Exchange Offer not later
than 366 days following the Closing Date (or if such 366th day is not a
Business Day, the next succeeding Business Day) (the “Exchange Date”).  The Exchange Offer, if required pursuant to
this Section 3(b), shall be on an appropriate form permitting registration
of the Exchange Securities to be offered in exchange for the Transfer
Restricted Securities and to permit resales of Transfer Restricted Securities
held by Broker-Dealers as contemplated by Section 3(d) hereof.


 


(c)           If an Exchange Offer Registration Statement is required to
be filed and declared effective pursuant to Section 3(b) above, the
Company and the Guarantors shall cause the Exchange Offer Registration
Statement to be effective continuously and shall keep the Exchange Offer open
for a period of not less than the minimum period required under applicable
federal and state securities laws to Consummate the Exchange Offer; provided, however, that
in no event 


 


4

















 


shall such period be less than 30 days after
the date notice of the Exchange Offer is mailed to the Holders.  The Company shall cause the Exchange Offer to
comply with all applicable federal and state securities laws.  No securities other than the Exchange
Securities shall be included in the Exchange Offer Registration Statement.  The Company shall use commercially reasonable
efforts to cause the Exchange Offer to be Consummated by the Exchange Date.


 


(d)           The Company shall indicate in a “Plan of Distribution”
section contained in the Prospectus forming a part of the Exchange Offer
Registration Statement that any Broker-Dealer who holds Transfer Restricted
Securities and that were acquired for its own account as a result of
market-making activities or other trading activities (other than Transfer
Restricted Securities acquired directly from the Company), may exchange such
Transfer Restricted Securities pursuant to the Exchange Offer; however, such
Broker-Dealer may be deemed to be an “underwriter” within the meaning of the
Securities Act and must, therefore, deliver a prospectus meeting the
requirements of the Securities Act in connection with any resales of the
Exchange Securities received by such Broker-Dealer in the Exchange Offer, which
prospectus delivery requirement may be satisfied by the delivery by such
Broker-Dealer of the Prospectus contained in the Exchange Offer Registration
Statement, as such Registration Statement may have been amended or supplemented
as of the date the Prospectus is required to be delivered.  Such “Plan of Distribution” section shall
also contain all other information with respect to such resales by
Broker-Dealers that the Commission may require in order to permit such resales
pursuant thereto, but such “Plan of Distribution” shall not name any such
Broker-Dealer or disclose the amount of Transfer Restricted Securities held by
any such Broker-Dealer except to the extent required by the Commission as a
result of a change in policy after the date of this Agreement.


 


Each of the Company and the Guarantors shall use
commercially reasonable efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented and amended as required by the
provisions of Section 6(c) hereof to the extent necessary to ensure
that it is available for resales of Transfer Restricted Securities acquired by
Broker-Dealers for their own accounts as a result of market-making activities
or other trading activities, and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period
ending on the earlier of (i) 365 days from the date on which the Exchange
Offer Registration Statement is declared effective and (ii) the date on which a
Broker-Dealer is no longer required to deliver a prospectus in connection with
market-making or other trading activities.


 


The Company shall provide reasonably sufficient
number of copies of the latest version of such Prospectus to Broker-Dealers
promptly upon request at any time during such 365-day (or shorter as provided
in the foregoing sentence) period in order to facilitate such resales.


 


Any reference to a registration statement as of any
time shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time and any reference herein to
any post-effective amendment to a registration statement as of any time shall
be deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time.


 


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SECTION 4.           Shelf Registration.


 


(a)           Shelf Registration.  If (i) the Company is not
required to file an Exchange Offer Registration Statement or to commence or
Consummate the Exchange Offer because the Exchange Offer is not permitted by
applicable law or Commission policy, and (ii) the Securities are not all
Freely Tradable on or before the Exchange Date, the Company and the Guarantors
shall


 


(x)            cause
to be filed a shelf registration statement pursuant to Rule 415 under the
Securities Act, which may be an amendment to the Exchange Offer Registration
Statement (in either event, the “Shelf Registration Statement”) on or prior to
30 days after such obligation arises but no earlier than the 366th day after
the Closing Date (or if such 366th day is not a
Business Day, the next succeeding Business Day) (such date being the “Shelf
Filing Deadline”), which Shelf Registration Statement shall provide for resales
of all Transfer Restricted Securities the Holders of which shall have provided
the information required pursuant to Section 4(b) hereof; and


 


(y)           use
commercially reasonable efforts to cause such Shelf Registration Statement to
be declared effective by the Commission within 90 days after filing such Shelf
Registration Statement.


 


Each of the Company and the Guarantors shall use
commercially reasonable efforts to supplement and amend such Shelf Registration
Statement as required by the provisions of Sections 6(b) and (c) hereof
to the extent necessary to ensure that it is available for resales of Transfer
Restricted Securities by the Holders of such Securities entitled to the benefit
of this Section 4(a), and to ensure that it conforms with the requirements
of this Agreement, the Securities Act and the policies, rules and
regulations of the Commission as announced from time to time.  Each of the Company and the Guarantors shall
use commercially reasonable efforts to keep such Shelf Registration Statement
continuously effective from the date on which the Shelf Registration Statement
is declared effective by the Commission until the earlier of the first
anniversary of the effective date of the Shelf Registration Statement and the
date all Transfer Restricted Securities covered by the Shelf Registration
Statement have either been sold as contemplated in the Shelf Registration
Statement or become Freely Tradable. 
Notwithstanding anything to the contrary, the requirements to file a
Shelf Registration Statement and to have such Shelf Registration Statement
become effective and remain effective shall terminate at such time at which all
of the Securities are Freely Tradable.


 


(b)           Provision by Holders of
Certain Information in Connection with the Shelf Registration Statement.  No Holder of Transfer Restricted
Securities may include any of its Transfer Restricted Securities in any Shelf
Registration Statement pursuant to this Agreement unless and until such Holder
furnishes to the Company in writing, within 10 Business Days after receipt of a
request therefor, such information as the Company may reasonably request for
use in connection with any Shelf Registration Statement or Prospectus or
preliminary Prospectus included therein. 
Each Holder as to which any Shelf Registration Statement is being
effected agrees to furnish promptly to the Company all information required to
be disclosed in order to 


 


6

















 


make the information previously furnished to
the Company by such Holder not materially misleading.


 


(c)           Issuer Free Writing
Prospectuses.  Each Holder
represents and agrees that, unless it obtains the prior consent of the Company,
it will not make any offer relating to the Securities that would constitute an “issuer
free writing prospectus,” as defined in Rule 433 under the Securities Act
(an “Issuer Free Writing Prospectus”), or that would otherwise constitute a “free
writing prospectus,” as defined in Rule 405 under the Securities Act,
required to be filed with the Commission. 
The Company represents that any Issuer Free Writing Prospectus, when
taken together with the information in the Shelf Registration Statement and the
Prospectus, will not include any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading.


 


(d)           If any of the Transfer Restricted Securities covered by
any Shelf Registration Statement are to be sold in an underwritten offering,
the underwriter or underwriters and manager or managers that will manage such
offering shall be selected by the Holders of a majority in aggregate principal
amount of such Transfer Restricted Securities included in such offering and, in
the case of an underwriter other than an Initial Purchaser, shall be reasonably
acceptable to the Company and on terms reasonably acceptable to the
Company.  The Company shall be required
to effect an underwritten offering only if the Company is required to file a
Shelf Registration Statement and in no event shall the Company be required to
effect more than two (2) underwritten offerings pursuant to this
Agreement.


 


SECTION 5.           Additional Interest.  In
the event that any of the Securities are not Freely Tradable Securities on or
before the Exchange Date and (i) the Exchange Offer, if required by this
Agreement, has not been Consummated on or before the Exchange Date; (ii) any
Shelf Registration Statement, if required hereby, has not been filed with the
Commission by the date that is 30 days following the Exchange Date, (iii) any
Shelf Registration Statement, if required hereby, has not been declared
effective prior to the later to occur of (x) the 90th day after such Shelf
Registration Statement was required to be filed hereby or (y) the date
that is 456 days after the Closing Date or (iv) any Registration Statement
required by this Agreement has been declared effective but ceases to be
effective at any time at which it is required to be effective under this
Agreement (for as long as such Registration Statement has not been succeeded by
a post-effective amendment to such Registration Statement that cures such
failure and that is declared effective) (each such event referred to in clauses
(i) through (iv), a “Registration Default”), the Company hereby agrees
that the interest rate borne by the Transfer Restricted Securities shall
increase by 0.25% per annum during the 90-day period immediately following the
occurrence of any Registration Default and shall increase by 0.25% per annum at
the end of each subsequent 90-day period (such increase “Additional Interest”),
but in no event shall such increase exceed 1.00% per annum.  At the earlier of (i) the cure of all
Registration Defaults or (ii) all Transfer Restricted Securities having
become Freely Tradable, the interest rate borne by the Transfer Restricted
Securities will be reduced to the original interest rate borne by the Transfer
Restricted Securities; provided, however,
that, if after any such reduction in interest rate due to the cure of a
Registration Default, a different Registration Default occurs, the interest
rate 


 


7

















 


borne by the Transfer Restricted Securities
shall again be increased pursuant to the foregoing provisions.  In no event shall the Company be required to
pay Additional Interest for more than one Registration Default at any given
time.


 


SECTION 6.           Registration Procedures.


 


(a)           Exchange Offer
Registration Statement.  In
connection with the Exchange Offer, if required pursuant to Section 3(b) hereof,
the Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof
and shall use commercially reasonable efforts to effect such exchange to permit
the sale of Transfer Restricted Securities being sold in accordance with the
intended method or methods of distribution thereof.


 


(i)            As a condition to its participation
in the Exchange Offer pursuant to the terms of this Agreement, each Holder of
Transfer Restricted Securities shall furnish, upon the request of the Company,
prior to the Consummation thereof, a written representation to the Company
(which may be contained in the letter of transmittal contemplated by the
Exchange Offer Registration Statement) to the effect that (A) it is not an
affiliate of the Company, (B) it is not engaged in, and does not intend to
engage in, and has no arrangement or understanding with any Person to
participate in, a distribution of the Exchange Securities to be issued in the
Exchange Offer and (C) it is acquiring the Exchange Securities in its
ordinary course of business.  In
addition, all such Holders of Transfer Restricted Securities shall otherwise
cooperate in the Company’s preparations for, and the actions necessary to be
taken by the Company in connection with, the Exchange Offer.  Each Holder hereby acknowledges and agrees
that any Broker-Dealer and any such Holder using the Exchange Offer to
participate in a distribution of the securities to be acquired in the Exchange
Offer (1) could not under Commission policy as in effect on the date of
this Agreement rely on the position of the Commission enunciated in Morgan
Stanley and Co., Inc. (available June 5, 1991) and Exxon
Capital Holdings Corporation (available May 13, 1988), as interpreted
in the Commission’s letter to Shearman & Sterling dated July 2,
1993, and similar no-action letters (which may include any no-action letter
obtained pursuant to clause (i) above), and (2) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction and that such a secondary resale
transaction should be covered by an effective registration statement containing
the selling security holder information required by Item 507 or 508, as
applicable, of Regulation S-K if the resales are of Exchange Securities obtained
by such Holder in exchange for Transfer Restricted Securities acquired by such
Holder directly from the Company.


 


(b)           Shelf Registration
Statement.  If required
pursuant to Section 4, in connection with the Shelf Registration
Statement, each of the Company and the Guarantors shall comply with all the
provisions of Section 6(c) hereof and shall use commercially
reasonable efforts to effect such registration to permit the sale of the
Transfer Restricted Securities being sold in accordance with the intended
method or methods of distribution thereof, and pursuant thereto each of the
Company and the Guarantors will prepare and file with the Commission a
Registration Statement relating to the registration on any appropriate form
under the Securities 


 


8

















 


Act, which form shall be available for the
sale of the Transfer Restricted Securities in accordance with the intended
method or methods of distribution thereof in accordance with the time periods
set forth in Section 4.


 


(c)           General Provisions.  In connection with any
Registration Statement and any Prospectus required by this Agreement to permit
the sale or resale of Transfer Restricted Securities (including, without
limitation, any Registration Statement and the related Prospectus required to
permit resales of Transfer Restricted Securities by Broker-Dealers), each of
the Company and the Guarantors shall:


 


(i)            use commercially
reasonable efforts to keep such Registration Statement continuously effective
for the period required by this Agreement and provide all requisite financial
statements (including, if required by the Securities Act or any regulation
thereunder, financial statements of the Guarantors for the period specified in Section 3
or 4 hereof, as applicable); upon the occurrence of any event that would cause
any such Registration Statement or the Prospectus contained therein (A) to
contain a material misstatement or omission or (B) not to be effective and
usable for resale of Transfer Restricted Securities during the period required
by this Agreement, the Company shall file promptly an appropriate amendment to
such Registration Statement, in the case of clause (A), correcting any such
misstatement or omission, and, in the case of either clause (A) or (B),
use commercially reasonable efforts to cause such amendment to be declared
effective and such Registration Statement and the related Prospectus to become
usable for their intended purpose(s) as soon as practicable thereafter;


 


(ii)           prepare and file
with the Commission such amendments and post-effective amendments to the
applicable Registration Statement as may be necessary to keep the Registration
Statement effective for the applicable period set forth in Section 3 or 4
hereof, as applicable, or such shorter period as will terminate when all
Transfer Restricted Securities covered by such Registration Statement have been
sold or are Freely Tradable; cause the Prospectus to be supplemented by any
required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
under the Securities Act, and to comply fully with the applicable provisions of
Rules 424 and 430A under the Securities Act in a timely manner; and comply
with the provisions of the Securities Act with respect to the disposition of
all securities covered by such Registration Statement during the applicable
period in accordance with the intended method or methods of distribution by the
sellers thereof set forth in such Registration Statement or supplement to the
Prospectus;


 


(iii)          in the case of a
Shelf Registration Statement, advise the underwriter(s), if any, and selling
Holders promptly and, if requested by such Persons, to confirm such advice in
writing, (A) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to any Registration
Statement or any post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or for
additional information relating thereto, (C) of the 


 


9

















 


issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement under the Securities Act or of the suspension by any
state securities commission of the qualification of the Transfer Restricted
Securities for offering or sale in any jurisdiction, or the initiation of any
proceeding for any of the preceding purposes, (D) of the existence of any
fact or the happening of any event that makes any statement of a material fact
made in the Registration Statement, the Prospectus, any amendment or supplement
thereto, or any document incorporated by reference therein untrue, or that
requires the making of any additions to or changes in the Registration
Statement or the Prospectus in order to make the statements therein not
misleading.  If at any time the
Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, or any state securities commission or other regulatory
authority shall issue an order suspending the qualification or exemption from
qualification of the Transfer Restricted Securities under state securities or
blue sky laws, each of the Company and the Guarantors shall use commercially
reasonable efforts to obtain the withdrawal or lifting of such order at the
earliest practicable time;


 


(iv)          furnish without
charge to each selling Holder named in any Registration Statement, and each of
the underwriter(s), if any, at least three Business Days before filing with the
Commission, copies of any Registration Statement or any Prospectus included
therein or any amendments or supplements to any such Registration Statement or
Prospectus (including all documents incorporated by reference after the initial
filing of such Registration Statement), which documents will be subject to the
review and comment of such Holders and underwriter(s) in connection with
such sale, if any, for a period of at least three Business Days, and the
Company will not file any such Registration Statement or Prospectus or any
amendment or supplement to any such Registration Statement or Prospectus
(including all such documents incorporated by reference) to which any Holder of
more than 10% of the outstanding Transfer Restricted Securities (each, a “Significant
Holder”) covered by such Registration Statement or the underwriter(s), if any,
shall reasonably object in writing within three Business Days after the receipt
thereof (such objection to be deemed timely made upon compliance with the
notice provisions set forth in Section 10(d), including confirmation of
transmission, within such period).  The
objection of an Initial Purchaser or underwriter, if any, shall be deemed to be
reasonable if such Registration Statement, amendment, Prospectus or supplement,
as applicable, as proposed to be filed, contains a material misstatement or
omission;


 


(v)           in the case of a
Shelf Registration Statement, make available at reasonable times for inspection
by the Significant Holders, the managing underwriter(s), if any, participating
in any disposition pursuant to such Registration Statement and any attorney or
accountant retained by such Significant Holders or any of the underwriter(s),
all financial and other records, pertinent corporate documents and properties
of each of the Company and the Guarantors and cause the Company’s and the
Guarantors’ officers, directors and employees to supply all information
reasonably requested by any Significant Holder, underwriter, attorney or
accountant in connection with such Registration Statement or any post-effective
amendment thereto subsequent to the filing


 


10
















 


thereof
and prior to its effectiveness and to participate in meetings with investors to
the extent reasonably requested by the managing underwriter(s), if any, until
such time as such information becomes publicly available; provided
that the Company may require each such party to sign a customary
confidentiality agreement in a form to be agreed;


 


(vi)          in the case of a Shelf
Registration Statement, if requested by any selling Holders or the
underwriter(s), if any, promptly incorporate in any Registration Statement or
Prospectus, pursuant to a supplement or post-effective amendment if necessary,
such information as such selling Holders and underwriter(s), if any, may
reasonably request to have included therein, including, without limitation,
information relating to the “Plan of Distribution” of the Transfer Restricted
Securities, information with respect to the principal amount of Transfer
Restricted Securities being sold to such underwriter(s), the purchase price
being paid therefor and any other terms of the offering of the Transfer
Restricted Securities to be sold in such offering; and make all required
filings of such Prospectus supplement or post-effective amendment as soon as
practicable after the Company is notified of the matters to be incorporated in
such Prospectus supplement or post-effective amendment;


 


(vii)         use commercially reasonable
efforts to confirm that the ratings assigned to the Notes will apply to the
Transfer Restricted Securities covered by the Registration Statement, if so
requested by the Holders of a majority in aggregate principal amount of
Securities covered thereby or the underwriter(s), if any;


 


(viii)        in the case of a Shelf
Registration Statement, furnish each selling Holder and each of the
underwriter(s), if any, without charge, at least one copy of the Registration
Statement, as first filed with the Commission, and of each amendment thereto,
including financial statements and schedules, all documents incorporated by
reference therein and all exhibits (including exhibits incorporated therein by
reference); provided, however, that timely filing of
any of the foregoing on the Interactive Data Electronic Applications (IDEA)
system of the Commission (a successor system) and availability publicly on the
Internet shall constitute furnishing of such documents to the Holders;


 


(ix)          in the case of a Shelf
Registration Statement, deliver to each selling Holder and each of the
underwriter(s), if any, without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement thereto
as such Persons reasonably may request; each of the Company and the Guarantors
hereby consents to the use of the Prospectus and any amendment or supplement
thereto by each of the selling Holders and each of the underwriter(s), if any,
in connection with the offering and the sale of the Transfer Restricted
Securities covered by the Prospectus or any amendment or supplement thereto;


 


(x)           in the case of a Shelf
Registration Statement, enter into such agreements (including an underwriting
agreement), and make such representations and warranties, and take all such
other actions in connection therewith in order to expedite or facilitate 


 


11

















 


the
disposition of the Transfer Restricted Securities pursuant to any Shelf
Registration Statement contemplated by this Agreement, all to such extent as
may be reasonably requested by Holders of a majority in aggregate principal
amount of Transfer Restricted Securities or the underwriters in connection with
any sale or resale pursuant to any Registration Statement contemplated by this
Agreement; and whether or not an underwriting agreement is entered into and
whether or not the registration is an Underwritten Registration, each of the
Company and the Guarantors shall:


 


(A)          furnish to the selling
Holders and each underwriter, if any, in such substance and scope as they may
reasonably request and as are customarily made by issuers to underwriters in
primary underwritten offerings, upon the effectiveness of the Shelf
Registration Statement:


 


(1)           a certificate, dated the
date of effectiveness of the Shelf Registration Statement signed by (y) the
President or any Vice President and (z) a principal financial or
accounting officer of each of the Company and the Guarantors, confirming, as of
the date thereof, the matters set forth in Section 5(e) of the
Purchase Agreement and such other matters as such parties may reasonably
request;


 


(2)           an opinion and negative
assurance letter, dated the date of effectiveness of the Shelf Registration
Statement of counsel for the Company and the Guarantors, covering the matters
reasonable satisfactory to the managing underwriters and covering matters of
the type customarily covered in opinions and negative assurance letters to
underwriters in connection with primary underwritten offerings; and


 


(3)           a customary comfort letter,
dated the date of effectiveness of the Shelf Registration Statement, from the
Company’s independent accountants, in the customary form and covering matters
of the type customarily requested to be covered in comfort letters by
underwriters in connection with primary underwritten offerings;


 


(B)          set forth in full or
incorporate by reference in the underwriting agreement, if any, the
indemnification provisions and procedures of Section 8 hereof or
substantially similar provisions with respect to all parties to be indemnified
pursuant to Section 8 hereof; and


 


(C)          deliver such other documents
and certificates as may be reasonably requested by such parties to evidence
compliance with Section 6(c)(x)(A) hereof and with any customary
conditions contained in the underwriting agreement or other agreement entered
into by the Company or any of the Guarantors pursuant to this Section 6(c)(x),
if any.


 


12

















 


If at any time after the
date of the effectiveness of any Shelf Registration Statement the
representations and warranties of the Company and the Guarantors contemplated
in Section 6(c)(x)(A)(1) hereof cease to be true and correct, the
Company or the Guarantors shall so advise the underwriter(s), if any, and each
selling Holder promptly and, if requested by such Persons, shall confirm such
advice in writing;


 


(xi)          in the case of a Shelf
Registration, prior to any public offering of Transfer Restricted Securities,
reasonably cooperate with the selling Holders, the underwriter(s), if any, and
their respective counsel in connection with the registration and qualification
of the Transfer Restricted Securities under the state securities or blue sky
laws of such jurisdictions as the selling Holders or underwriter(s), if any,
may reasonably request and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of the Transfer Restricted
Securities covered by the Shelf Registration Statement; provided, however, that none of the Company nor the Guarantors shall
be required to register or qualify as a foreign corporation where it is not
then so qualified or to take any action that would subject it to the service of
process in suits or to taxation in any jurisdiction where it is not then so
subject or make any changes to its certificate of incorporation or by-laws;


 


(xii)         in the case of a Shelf
Registration, and solely in those instances in which any Transfer Restricted
Securities are not held exclusively in book entry form, reasonably cooperate
with the selling Holders and the underwriter(s), if any, to facilitate the
timely preparation and delivery of certificates representing Transfer
Restricted Securities to be sold and not bearing any restrictive legends; and
enable such Transfer Restricted Securities to be in such denominations and
registered in such names as the Holders or the underwriter(s), if any, may
request at least two Business Days prior to any sale of Transfer Restricted
Securities made by such Holders or underwriter(s);


 


(xiii)        in the case of a Shelf
Registration, use commercially reasonable efforts to cause the Transfer
Restricted Securities covered by the Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be
necessary to enable the seller or sellers thereof or the underwriter(s), if
any, to consummate the disposition of such Transfer Restricted Securities, subject
to the proviso contained in Section 6(c)(xi) hereof;


 


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


 


13

















 


(xv)         provide a CUSIP number for
all Securities not later than the effective date of the Registration Statement
covering such Securities and provide the Trustee under the Indenture with
printed certificates for such Securities which are in a form eligible for
deposit with the Depository Trust Company and take all other action necessary
to ensure that all such Securities are eligible for deposit with the Depository
Trust Company;


 


(xvi)        in the case of a Shelf
Registration, cooperate and assist in any filings required to be made with
FINRA and in the performance of any due diligence investigation by any
underwriter (including any “qualified independent underwriter”) that is
required to be retained in accordance with the rules and regulations of
FINRA;


 


(xvii)       otherwise use commercially
reasonable efforts to comply with all applicable rules and regulations of
the Commission, and make generally available to its security holders, as soon
as reasonably practicable, an earnings statement meeting the requirements of Rule 158
under the Securities Act;


 


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


 


(xix)        cause all Securities covered
by the Registration Statement to be listed on each securities exchange or
automated quotation system on which similar securities issued by the Company
are then listed if requested by the Holders of a majority in aggregate
principal amount of Transfer Restricted Securities or the managing
underwriter(s), if any.


 


In the case of a Shelf Registration Statement, each
Holder agrees by acquisition of a Transfer Restricted Security that, upon
receipt of any notice from the Company of the existence of any fact of the kind
described in Section 6(c)(iii)(D) hereof, such Holder will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the
applicable Registration Statement until such Holder’s receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 6(c)(xiv)
hereof, or until it is advised in writing (the “Advice”) by the Company that
the use of the Prospectus may be resumed, and has received copies of any
additional or supplemental filings that are incorporated by reference in the
Prospectus.  If so directed by the
Company, each Holder will deliver to the Company (at the Company’s expense) all
copies, other than permanent file copies then in such Holder’s possession, of
the Prospectus covering such Transfer Restricted Securities that was current
immediately prior to of receipt of such notice. 
In the event the Company shall give any such notice, the time period
regarding the effectiveness of such Registration Statement set forth in Section
3 or 4 hereof, as applicable, shall be extended by the number of days during
the period from and including the date of the 


 


14

















 


giving of such notice
pursuant to Section 6(c)(iii)(D) hereof to and including the date
when each selling Holder covered by such Registration Statement shall have
received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xiv)
hereof or shall have received the Advice; provided, however,
that no such extension shall be taken into account in determining whether
Additional Interest shall be payable.


 


SECTION 7.             Registration
Expenses.


 


(a)           All expenses
incident to the Company’s and the Guarantors’ performance of or compliance with
this Agreement will be borne by the Company and the Guarantors, jointly and severally,
regardless of whether a Registration Statement becomes effective, including,
without limitation: (i) all registration and filing fees and expenses
(including filings made by any Initial Purchaser or Holder with the FINRA (and,
if applicable, the fees and expenses of any “qualified independent underwriter”
and its counsel that may be required by the rules and regulations of
FINRA)); (ii) all fees and expenses of compliance with federal securities
and state securities or blue sky laws; (iii) all expenses of printing
(including printing certificates for the Exchange Securities to be issued in
the Exchange Offer and printing of Prospectuses), messenger and delivery
services and telephone; (iv) all fees and disbursements of counsel for the
Company, the Guarantors and, to the extent contemplated by Section 7(b) hereof,
the Holders of Transfer Restricted Securities; (v) all application and
filing fees in connection with listing the Exchange Securities on a securities
exchange or automated quotation system pursuant to the requirements thereof;
and (vi) all fees and disbursements of independent certified public
accountants of the Company and the Guarantors (including the expenses of any
special audit and comfort letters required by or incident to such performance).


 


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


 


(b)           In connection
with any Shelf Registration Statement required by this Agreement, the Company
and the Guarantors, jointly and severally, will reimburse the Holders of
Transfer Restricted Securities being resold pursuant to the “Plan of
Distribution” contained in the Shelf Registration Statement, as applicable, for
the reasonable fees and disbursements of not more than one counsel, who shall
be Cahill Gordon & Reindel LLP or such other counsel as may be chosen
by the Holders of a majority in principal amount of the Transfer Restricted
Securities for whose benefit such Registration Statement is being prepared and
reasonably acceptable to the Company.


 


SECTION 8.             Indemnification.


 


(a)           The Company and
the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each
Holder and (ii) each Person, if any, who controls (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) any Holder (any
of the Persons referred to in this clause (ii) being hereinafter referred
to as a “controlling person”) and 


 


15

















 


(iii) the respective officers, directors,
partners, employees, representatives and agents of any Holder or any
controlling person (any Person referred to in clause (i), (ii) or (iii) may
hereinafter be referred to as an “Indemnified Holder”), to the fullest extent
lawful, from and against any and all losses, claims, damages, liabilities and
expenses (including, without limitation, and as incurred, reimbursement of all
reasonable costs of investigating, preparing, pursuing, settling, compromising,
paying or defending any claim or action, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, including the
reasonable fees and expenses of counsel to any Indemnified Holder), joint or
several, directly or indirectly caused by, based upon or arising out of any
untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement (or any amendment or supplement thereto) or
Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing
Prospectus (or any amendment or supplement thereto), or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except insofar as such losses,
claims, damages, liabilities or expenses are caused by an untrue statement or
omission or alleged untrue statement or omission that is made in reliance upon
and in conformity with information relating to any of the Holders furnished in
writing to the Company by any of the Holders expressly for use therein.  This indemnity agreement shall be in addition
to any liability which the Company or any of the Guarantors may otherwise have.


 


In case any action or proceeding (including any
governmental or regulatory investigation or proceeding) shall be brought or
asserted against any of the Indemnified Holders with respect to which indemnity
may be sought against the Company or the Guarantors, such Indemnified Holder
shall promptly notify the Company and the Guarantors in writing; provided, however, that
the failure to give such notice shall not relieve any of the Company or the
Guarantors of its obligations pursuant to this Section 8 except to the
extent that it has been materially prejudiced (through the forfeiture of
substantive rights and defenses) by such failure, and provided
further that the failure to give such notice shall not relieve any
of the Company or the Guarantors from any liability that it may have to an
Indemnified Holder otherwise than under this Section 8.  If any such proceeding shall be brought or
asserted against an Indemnified Holder and it shall have notified the Company
thereof, the Company shall assume the defense thereof and retain counsel
reasonably satisfactory to the Indemnified Holder (who shall not, without the
consent of the Indemnified Holder, be counsel to the Company) to represent the
Indemnified Person in such Proceeding, and the reasonable fees and expenses of
such counsel shall be reimbursed, as incurred, by the Company and the
Guarantors.  In any such proceeding, any
Indemnified Holder 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 Holder
unless (i) the Company and the Indemnified Holder shall have mutually
agreed to the contrary, (ii) the Company has failed to assume or proceed
in a timely and reasonable manner with the defense of such proceeding, or the
Company has failed within a reasonable time to retain counsel reasonably
satisfactory to the Indemnified Holder, (iii) counsel for such Indemnified
Holder determines in good faith that there is a conflict that requires separate
representation for the Company and the Guarantors and such Indemnified Holder
or (iv) the Indemnified Holder reasonably concludes that there may be
legal defenses available to it that are different from or in addition to those
available to the Company and the Guarantors. 
The Company and the Guarantors shall not, in connection with any one
such action or proceeding or 


 


16

















 


separate but substantially
similar or related actions or proceedings in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the reasonable
fees and expenses of more than one separate firm of attorneys (in addition to
any local counsel (in any jurisdiction)) at any time for all Indemnified
Holders.  The Company and the Guarantors
shall be liable for any settlement of any such action or proceeding effected
with the Company’s and the Guarantors’ prior written consent (such consent not
to be unreasonably withheld), and each of the Company and the Guarantors agrees
to indemnify and hold harmless any Indemnified Holder from and against any
loss, claim, damage, liability or expense by reason of any settlement of any
action effected with the written consent of the Company and the
Guarantors.  The Company and the
Guarantors shall not, without the prior written consent of each Indemnified
Holder, settle or compromise or consent to the entry of judgment in or
otherwise seek to terminate any pending or threatened action, claim, litigation
or proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not any Indemnified Holder is a party thereto), unless
such settlement, compromise, consent or termination includes an unconditional
release of each Indemnified Holder from all liability arising out of such
action, claim, litigation or proceeding and does not contain any statement as
to or finding of fault, culpability or failure to act by or on behalf of any
Indemnified Holder.


 


(b)           Each Holder of
Transfer Restricted Securities agrees, severally and not jointly, to indemnify
and hold harmless the Company, the Guarantors and their respective directors,
officers of the Company and the Guarantors who sign a Registration Statement,
and any Person controlling (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) the Company or any of
the Guarantors, and the respective officers, directors, partners, employees,
representatives and agents of each such Person, to the same extent as the
foregoing indemnity from the Company and the Guarantors to each of the
Indemnified Holders, but only with respect to claims and actions based on
information relating to such Holder furnished in writing by such Holder
expressly for use in any Registration Statement or Prospectus (or any amendment
or supplement thereto) or any free writing prospectus (or any amendment or
supplement thereto).  In case any action
or proceeding shall be brought against the Company, the Guarantors or their
respective directors or officers or any such controlling person in respect of
which indemnity may be sought against a Holder of Transfer Restricted
Securities, such Holder shall have the rights and duties given the Company and
the Guarantors, and the Company, the Guarantors, their respective directors and
officers and such controlling person shall have the rights and duties given to
each Holder by the preceding paragraph.


 


(c)           If the
indemnification provided for in this Section 8 is unavailable to an
indemnified party under Section 8(a) or (b) hereof (other than by
reason of exceptions provided in those Sections) in respect of any losses, claims,
damages, liabilities or expenses referred to therein, then each applicable
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative benefits received by the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, from the
offering of the Securities and the Exchange Securities, or if such allocation
is not permitted by applicable law, the relative fault of the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, in connection
with the 


 


17

















 


statements or omissions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations.  The
benefits received by the Company and the Guarantors shall be deemed to be equal
to the total gross proceeds to the Company and the Guarantors from the Initial
Placement plus the amount of Additional Interest which did not become payable
as a result of the filing of the Registration Statement, and the benefits
received by the Holders shall be deemed to be equal to (i) if the Holder
is an Initial Purchaser, the total discounts and commissions received by such
Initial Purchaser in the Initial Placement and (ii) if the Holder is not
an Initial Purchaser, the total net profit received by such Holder in connection
with the resale of the Securities or Exchange Securities. The relative fault of
the Company on the one hand and of the Indemnified 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 Company or any
of the Guarantors, on the one hand, or the Indemnified Holders, on the other
hand, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.  The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to above
shall be deemed to include, subject to the limitations set forth above, any
legal or other fees or expenses reasonably incurred by such party in connection
with investigating or defending any action or claim.


 


The Company, the Guarantors and each Holder of
Transfer Restricted Securities agree that it would not be just and equitable if
contribution pursuant to this Section 8(c) were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding
paragraph.  The amount paid or payable by
an indemnified party as a result of the losses, claims, damages, liabilities or
expenses referred to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 8,
none of the Holders (and its related Indemnified Holders) shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the
aggregate benefit received by such Holder (as determined pursuant to Section 8(c) hereof)
exceeds the amount of any damages which such Holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission.  No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.  The Holders’ obligations to contribute
pursuant to this Section 8(c) are several in proportion to the
respective principal amount of Transfer Restricted Securities held by each of
the Holders hereunder and not joint.


 


SECTION 9.             Participation
in Underwritten Registrations.  No Holder may participate in any Underwritten
Registration hereunder unless such Holder (a) agrees to sell such Holder’s
Transfer Restricted Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all reasonable questionnaires,
powers of attorney, indemnities, underwriting agreements, and other documents
customarily required under the terms of such underwriting arrangements.


 


18

















 


SECTION 10.          Miscellaneous.


 


(a)           Remedies.  Each of the Company and the
Guarantors hereby agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agree to waive the defense in any
action for specific performance that a remedy at law would be adequate.


 


(b)           No
Inconsistent Agreements.  Each of the
Company and the Guarantors will not on or after the date of this Agreement
enter into any agreement with respect to its securities that is inconsistent
with the rights granted to the Holders in this Agreement or otherwise conflicts
with the provisions hereof.  The rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company’s or any of
the Guarantors’ securities under any agreement in effect on the date hereof.


 


(c)           Amendments
and Waivers.  The provisions
of this Agreement may not be amended, modified or supplemented, and waivers or
consents to or departures from the provisions hereof may not be given unless
the Company has (i) in the case of Section 5 hereof and this Section 10(c)(i),
obtained the written consent of Holders of all outstanding Transfer Restricted
Securities and (ii) in the case of all other provisions hereof, obtained
the written consent of Holders of a majority of the outstanding principal
amount of Transfer Restricted Securities (excluding any Transfer Restricted
Securities held by the Company or its Affiliates).  Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relate exclusively to the
rights of Holders whose securities are being tendered pursuant to the Exchange
Offer or registered pursuant to a Shelf Registration Statement and that do not
affect directly or indirectly the rights of other Holders whose securities are
not being tendered pursuant to such Exchange Offer or registered pursuant to a
Shelf Registration Statement may be given by the Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities being tendered
or registered, as applicable; provided, however,
that, with respect to any matter that directly or indirectly affects the rights
of any Initial Purchaser hereunder, the Company shall obtain the written
consent of each such Initial Purchaser with respect to which such amendment,
qualification, supplement, waiver, consent or departure is to be effective.


 


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


 


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


 


(ii)           if to the
Company:


 


Casella Waste Systems, Inc.


25 Green Hill Lane


P.O. Box 866


Rutland, VT  05701


 


19

















 


Facsimile:   (802)
770-5030


Attention:   David
L. Schmitt, Vice President and General Counsel


 


With
a copy to:


 


Wilmer
Cutler Pickering Hale & Dorr LLP


60
State Street


Boston,
MA  02109


Facsimile:   (617)
526-5000


Attention:   Jeffrey
A. Stein


 


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


 


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


 


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


 


(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 and shall not limit or
otherwise affect the meaning hereof.


 


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


 


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


 


(j)            Entire
Agreement.  This Agreement
is intended by the parties as a final expression of their agreement and
intended to be a complete and exclusive statement of the agreement and 


 


20

















 


understanding of the parties hereto in
respect of the subject matter contained herein. 
There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein with respect to the registration
rights granted by the Company with respect to the Transfer Restricted
Securities.  This Agreement supersedes
all prior agreements and understandings between the parties with respect to
such subject matter.


 


21






 












 


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


 


	
   

  	
  CASELLA
  WASTE SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  John S. Quinn

  
	
   

  	
   

  	
  Name:
  John S. Quinn

  
	
   

  	
   

  	
  Title: Senior Vice President, Chief Financial
  Officer and Treasurer

  



 


22

















 


	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALL
  CYCLE WASTE, INC.

  
	
   

  	
  ATLANTIC
  COAST FIBERS, INC.

  
	
   

  	
  B.
  AND C. SANITATION CORPORATION

  
	
   

  	
  BRISTOL
  WASTE MANAGEMENT, INC.

  
	
   

  	
  C.V.
  LANDFILL, INC.

  
	
   

  	
  CASELLA
  ALBANY RENEWABLES, LLC

  
	
   

  	
  CASELLA
  RECYCLING, LLC

  
	
   

  	
  CASELLA
  RENEWABLE SYSTEMS, LLC

  
	
   

  	
  CASELLA
  TRANSPORTATION, INC.

  
	
   

  	
  CASELLA
  WASTE MANAGEMENT OF MASSACHUSETTS, INC.

  
	
   

  	
  CASELLA
  WASTE MANAGEMENT OF N.Y., INC.

  
	
   

  	
  CASELLA
  WASTE MANAGEMENT OF PENNSYLVANIA, INC.

  
	
   

  	
  CASELLA
  WASTE MANAGEMENT, INC.

  
	
   

  	
  CASELLA
  WASTE SERVICES OF ONTARIO LLC

  
	
   

  	
  CHEMUNG
  LANDFILL LLC

  
	
   

  	
  COLEBROOK
  LANDFILL LLC

  
	
   

  	
  FAIRFIELD
  COUNTY RECYCLING, LLC

  
	
   

  	
  FCR
  CAMDEN, LLC

  
	
   

  	
  FCR
  FLORIDA, LLC

  
	
   

  	
  FCR
  GREENSBORO, LLC

  
	
   

  	
  FCR
  GREENVILLE, LLC

  
	
   

  	
  FCR
  MORRIS, LLC

  
	
   

  	
  FCR
  REDEMPTION, LLC

  
	
   

  	
  FCR
  TENNESSEE, LLC

  
	
   

  	
  FCR,
  LLC

  
	
   

  	
  FOREST
  ACQUISITIONS, INC.

  
	
   

  	
  GRASSLANDS,
  INC.

  
	
   

  	
  HAKES
  C & D DISPOSAL, INC.

  
	
   

  	
  HARDWICK
  LANDFILL, INC.

  
	
   

  	
  HIRAM
  HOLLOW REGENERATION CORP.

  
	
   

  	
  KTI
  BIO-FUELS, INC.

  
	
   

  	
  KTI
  ENVIRONMENTAL GROUP, INC.

  
	
   

  	
  KTI
  NEW JERSEY FIBERS, INC.

  
	
   

  	
  KTI
  OPERATIONS, INC.

  
	
   

  	
  KTI
  SPECIALTY WASTE SERVICES, INC.

  
	
   

  	
  KTI,
  INC.

  
	
   

  	
  LEWISTON
  LANDFILL LLC

  
	
   

  	
  NEW
  ENGLAND WASTE SERVICES OF MASSACHUSETTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ John S. Quinn

  
	
   

  	
   

  	
  Name: John S. Quinn

  
	
   

  	
   

  	
  Title: Vice President and Treasurer

  



 


23

















 


	
   

  	
  NEW
  ENGLAND WASTE SERVICES OF ME, INC.

  
	
   

  	
  NEW
  ENGLAND WASTE SERVICES OF N.Y., INC.

  
	
   

  	
  NEW
  ENGLAND WASTE SERVICES OF VERMONT, INC.

  
	
   

  	
  NEW
  ENGLAND WASTE SERVICES, INC.

  
	
   

  	
  NEWBURY
  WASTE MANAGEMENT, INC.

  
	
   

  	
  NORTH
  COUNTRY ENVIRONMENTAL SERVICES, INC.

  
	
   

  	
  NORTHERN
  PROPERTIES CORPORATION OF PLATTSBURGH

  
	
   

  	
  NORTHERN
  SANITATION, INC.

  
	
   

  	
  PERC,
  INC.

  
	
   

  	
  PINE
  TREE WASTE, INC.

  
	
   

  	
  RESOURCE
  RECOVERY SYSTEMS, LLC

  
	
   

  	
  RESOURCE
  TRANSFER SERVICES, INC.

  
	
   

  	
  RESOURCE
  WASTE SYSTEMS, INC.

  
	
   

  	
  SCHULTZ
  LANDFILL, INC.

  
	
   

  	
  SOUTHBRIDGE
  RECYCLING & DISPOSAL PARK, INC.

  
	
   

  	
  SUNDERLAND
  WASTE MANAGEMENT, INC.

  
	
   

  	
  TRILOGY
  GLASS LLC

  
	
   

  	
  U.S.
  FIBER, LLC

  
	
   

  	
  WASTE-STREAM,
  INC.

  
	
   

  	
  WINTERS
  BROTHERS, INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ John S. Quinn

  
	
   

  	
   

  	
  Name: John S. Quinn

  
	
   

  	
   

  	
  Title: Vice President and Treasurer

  



 


24

















 


	
   

  	
  BLUE MOUNTAIN RECYCLING, LLC

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  FCR, LLC, its manager

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/
  John S. Quinn

  
	
   

  	
  Name: 

  	
  John S. Quinn

  
	
   

  	
  Title: 

  	
  Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CWM ALL WASTE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/
  John S. Quinn

  
	
   

  	
  Name: 

  	
  John S. Quinn

  
	
   

  	
  Title: 

  	
  Duly Authorized Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GROUNDCO LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/
  John S. Quinn

  
	
   

  	
  Name: 

  	
  John S. Quinn

  
	
   

  	
  Title: 

  	
  Duly Authorized Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE HYLAND FACILITY ASSOCIATES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/
  John S. Quinn

  
	
   

  	
  Name: 

  	
  John S. Quinn

  
	
   

  	
  Title: 

  	
  Duly Authorized Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAINE ENERGY RECOVERY COMPANY, LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  KTI Environmental Group, Inc., general partner

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  John S. Quinn

  
	
   

  	
  Name:
  

  	
  John S. Quinn

  
	
   

  	
  Title:
  

  	
  Vice
  President and Treasurer

  



 


25

















 


	
   

  	
  NEWS
  OF WORCESTER LLC

  
	
   

  	
  CASELLA
  MAJOR ACCOUNT SERVICES LLC

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Casella Waste Systems, Inc., its sole member

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/
  John S. Quinn

  
	
   

  	
  Name: 

  	
  John S. Quinn

  
	
   

  	
  Title: 

  	
  Senior
  Vice President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEWSME LANDFILL OPERATIONS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/
  John S. Quinn

  
	
   

  	
  Name: 

  	
  John S. Quinn

  
	
   

  	
  Title: 

  	
  Duly Authorized Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PERC MANAGEMENT COMPANY LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  PERC, Inc., general partner

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  John S. Quinn

  
	
   

  	
  Name:
  

  	
  John S. Quinn

  
	
   

  	
  Title:
  

  	
  Vice
  President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TEMPLETON LANDFILL LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/
  John S. Quinn

  
	
   

  	
  Name: 

  	
  John S. Quinn

  
	
   

  	
  Title: 

  	
  Duly Authorized Agent

  



 


26

















 


The foregoing Registration Rights Agreement is
hereby confirmed and accepted as of the date first above written:


 


	
  BANC
  OF AMERICA SECURITIES LLC

  J.P. MORGAN SECURITIES INC.

  	
   

  
	
  CALYON
  SECURITIES (USA) INC.

  As Representatives of the Initial Purchasers

  	
   

  
	
   

  	
   

  
	
  By:
  

  	
  Banc
  of America Securities LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen Jaeger

  	
   

  
	
   

  	
  Name:
  Stephen Jaeger

  	
   

  
	
   

  	
  Title:
  Managing Director

  	
   

  



 


27