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EXHIBIT 4.4




REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT dated March 26, 2009 (this “Agreement”) is entered
into by and among Illinois Tool Works Inc. (the “Company”), and HSBC Securities (USA) Inc.
and Banc of America Securities LLC (the “Initial Purchasers”).



     The Company and the Initial Purchasers are parties to the Purchase Agreement, dated as of
March 23, 2009 (the “Purchase Agreement”), which provides for the sale by the Company to
the Initial Purchasers of (i) $800,000,000 aggregate principal amount of the Company’s 5.15% Notes
due 2014 (the “2014 Notes”) and (ii) $700,000,000 aggregate principal amount of the
Company’s 6.25% Notes due 2019 (the “2019 Notes”, and together with the 2014 Notes, the
“Securities”). As an inducement to the Initial Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and
indirect transferees the registration rights set forth in this Agreement. The execution and
delivery of this Agreement is a condition to the closing under the Purchase Agreement.



     In consideration of the foregoing, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:



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



     “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.



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



     “Default Day” shall have the meaning set forth in Section 2(d) hereof.



     “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 Company 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 notes issued by the Company 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 Registrable Securities in exchange for
Exchange 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 under the
Securities Act) prepared by or on behalf of the Company or used or referred to by the Company, in
each case in connection with the sale of the Securities or Exchange Securities pursuant to this
Agreement.



     “Holders” shall mean the Initial Purchasers, and each of their successors, assigns and direct
and indirect transferees who become owners of Registrable Securities under the Indenture, in each
case for so long as they hold any Registrable Securities; provided that for purposes of Sections 4
and 5 of this Agreement, 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 and Exchange Securities dated
as of November 1, 1986, as supplemented by a First Supplemental Indenture dated as of May 1, 1990,
between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, and
as the same may be amended from time to time in accordance with the terms thereof.



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



     “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 Company 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 Company 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.



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



     “Person” includes any individual, company, corporation, firm, partnership, joint venture,
undertaking, association, organization, trust, state or agency of a state (in each case, whether or
not having separate legal personality).



     “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



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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 or (iii)
after a period of one (1) year from the date of this Agreement.



     “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company 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 and documented 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, provided that such Persons have been appointed by the Company or with the prior approval
of the Company, (iv) all rating agency fees, (v) all fees and disbursements relating to the
qualification of the Indenture under applicable securities laws, (vi) the reasonable and documented
fees and disbursements of the Trustee and its counsel in accordance with the terms of the
Indenture, (vii) the reasonable and documented fees and disbursements of counsel for the Company
and, in the case of a Shelf Registration Statement, the reasonable and documented fees and
disbursements of one counsel for the Holders (which counsel shall be selected by the Holders of a
majority of the principal amount of the Registrable Securities to be covered by the Shelf
Registration Statement and which counsel may also be counsel for the Initial Purchasers) and (viii)
the fees and disbursements of the independent public accountants of the Company 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 Company 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.



     “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.



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     “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 Company that
covers all or a portion of the Registrable Securities (but no other securities unless approved by
the Holders of a majority of the principal amount of the Registrable Securities to be covered by
such Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act,
or any similar rule that may be adopted by the SEC, 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.



     “Staff” shall mean the staff of the SEC.



     “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 Company shall (x) cause to be filed
within ninety (90) calendar days after the date hereof an Exchange Offer Registration Statement
covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities
and (y) use its reasonable best efforts to cause such Registration Statement to be declared
effective within one hundred fifty (150) calendar days after the date hereof. The Company shall
commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared
effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later
than one hundred eighty (180) calendar days after the date hereof.



     The Company shall commence the Exchange Offer by mailing the related Prospectus, appropriate
letters of transmittal 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 twenty (20) business
days (as defined in Rule 14d-1 under the Exchange Act) 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;




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	(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 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 specified
in the notice, a telex, facsimile transmission or letter 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 Company that (i) any Exchange Securities to be received by it will be acquired in the
ordinary course of its business, (ii) at the time of the Exchange Offer it has no arrangement or
understanding with any Person to participate in, is not engaged in and does not intend to engage
in, the distribution (within the meaning of the Securities Act) of the Exchange Securities in
violation of the provisions of the Securities Act, (iii) it is not an “affiliate” (within the
meaning of Rule 405 under the Securities Act) of the Company and (iv) 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.



     As soon as practicable after the Exchange Date, the Company shall:




	(i)	 	accept for exchange Registrable Securities or portions thereof validly tendered and not
properly withdrawn pursuant to the Exchange Offer; and
	 
	(ii)	 	deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities
or portions thereof so accepted for exchange by the Company 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 Company shall use its reasonable best efforts to complete the Exchange Offer as provided
above and shall comply in all material respects 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 Company determines that the Exchange Offer Registration provided
for in Section 2(a) above is not available or 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 September 22, 2009, (iii)
in the case of any Holder that participates in the Exchange Offer in accordance with the terms
thereof, such holder does not receive Exchange Securities on the date of the exchange that may be
sold without restriction under state and federal securities laws (other



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than due solely to the status of such Holder as an affiliate of the Company within the meaning
of the Securities Act or as a broker-dealer) or (iv) the Company so elects, the Company shall (1)
promptly deliver to the Holders written notice thereof and (2) at the Company’s sole expense, (a)
file, as promptly as practicable (but in no event, in the cases of the foregoing clauses (i), (ii)
and (iii), more than forty-five (45) calendar days after the obligation arises, such
45th day, the “Shelf Filing Date”), a Shelf Registration Statement providing for
the sale of all the Registrable Securities by the Holders thereof and (b) use the Company’s
reasonable best efforts to cause the Shelf Registration Statement to be declared effective under
the Securities Act.




     The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement
continuously effective until the expiration of the period ending one (1) year from the date of this
Agreement with respect to the Registrable Securities or such shorter period that will terminate
when all the Registrable Securities covered by the Shelf Registration Statement have been sold
pursuant to the Shelf Registration Statement (the “Shelf Effectiveness Period”). The
Company further agrees 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 Company 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 reasonable best 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 Company agrees to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly after its being used or
filed with the SEC.



     (c) The Company 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 in Rule 462 under the Securities Act.



     If: (i) the Exchange Offer Registration Statement or a Shelf Registration Statement filed
pursuant to Section 2(b)(iv) above (a “Voluntary Shelf”) is not filed with the SEC, on or
prior to June 24, 2009; (ii) the Shelf Registration Statement is not filed with the SEC on or prior
to the Shelf Filing Date; (iii) the Exchange Offer Registration Statement or a Voluntary Shelf has
not been declared effective on or prior to August 23, 2009; (iv) the Shelf Registration Statement
has not become effective on or prior to the sixtieth (60th) day following the Shelf Filing Date; or
(v) the Exchange Offer is not consummated, or the Voluntary Shelf has not become effective, on or
prior to September 22, 2009, (each such event, a “Registration Default”), then a special
interest premium (the “Special Interest Premium”) will accrue in respect of the Registrable
Securities from and including the next calendar day following each of (a) June 24, 2009, in the
case of clause (i) above, (b) the Shelf Filing Date in the case of clause (ii) above, (c) August
23, 2009, in the case of clause (iii) above, (d) such 60-day period in the case of clause (iv)
above, and (e) September 22, 2009 in the case of clause (v) above, in each case at a rate equal to
0.25% per annum for the first ninety (90) calendar days following the Registration Default and at a
rate



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equal to 0.50% per annum thereafter; provided that at no time shall the rate of Special
Interest Premium payable (including Special Interest Premium payable pursuant to the following
paragraph) exceed 0.50% per annum. If the Company is required to, or elects to, file a Shelf
Registration Statement and the Company requests Holders of the Registrable Securities to provide
the information called for hereby for inclusion in the Shelf Registration Statement, the
Registrable Securities owned by Holders who do not deliver such information to the Company when
required hereby will not be entitled to any such increase in the interest rate for any day after
the Shelf Filing Date. The interest rate on the Registrable Securities will be reduced to the
original interest rate for the Registrable Securities commencing with: (a) in the case of clause
(i) above, the earlier to occur of the filing of an Exchange Offer Registration Statement or the
filing of a Voluntary Shelf; (b) in the case of clause (ii) above, the filing of a Shelf
Registration Statement; (c) in the case of clause (iii) above, the earlier to occur of the Exchange
Offer Registration Statement being declared effective or a Voluntary Shelf becoming effective; (d)
in the case of clause (iv) above, the Shelf Registration Statement becoming effective; and (e) in
the case of clause (v) above, the earlier to occur of the consummation of the Exchange Offer or a
Voluntary Shelf becoming effective.




     If a Shelf Registration Statement is declared effective pursuant to the foregoing paragraphs,
and if the Company fails to keep such Shelf Registration Statement continuously (x) effective or
(y) useable for resales for the period required by the Registration Rights Agreement due to certain
circumstances relating to pending corporate developments, public filings with the SEC and similar
events, or because the Prospectus related to such Shelf Registration Statement contains an untrue
statement of a material fact or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, and such failure continues for
more than thirty (30) days (whether or not consecutive) in any twelve-month period (the
31st day being referred to as the “Default Day”), then from the Default Day
until the earlier of (i) the date that the Shelf Registration Statement is again deemed effective
or is usable, (ii) the date that is the first anniversary of the Closing Date, or (iii) the date as
of which all of the Registrable Securities are sold pursuant to the Shelf Registration Statement,
the Special Interest Premium in respect of the Registrable Securities will accrue at a rate equal
to 0.25% per annum for the first ninety (90) calendar days following the Default Day and at a rate
equal to 0.50% per annum thereafter; provided that at no time shall the rate of Special Interest
Premium payable (including Special Interest Premium payable pursuant to the preceding paragraph)
exceed 0.50% per annum.



     If the Company fails to keep the Shelf Registration Statement continuously effective or
useable for resales pursuant to the preceding paragraph or the Company fails to keep the Exchange
Offer Registration Statement effective in connection with the use of the Prospectus contained in
that Registration Statement by Participating Broker-Dealers as contemplated above, it will give the
Holders notice to suspend the sale of the Registrable Securities or the Exchange Notes as the case
may be and will extend the relevant period referred to above during which it is required to keep
effective the Shelf Registration Statement or the period during which Participating Broker-Dealers
are entitled to use the Prospectus included in an Exchange Offer Registration Statement in
connection with the resale of Exchange Securities by the number of days during the period from and
including the date of the giving of such notice to and including the earlier of: (i) the date when
Holders will have received copies of the supplemented or amended Prospectus necessary to permit
resales of the Registrable Securities or the Exchange Securities, as the case may be, and (ii) the
date on which the Company has given notice that the sale of the Registrable Securities or the
Exchange Securities, as the case may be, may be resumed.



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     (e) The parties hereto agree that the additional interest provided for in this Section 2
constitutes a reasonable estimate of and is intended to constitute the sole damages that will be
suffered by Holders of Registrable Securities by reason of the failure of (i) the Shelf
Registration Statement or the Exchange Offer Registration Statement to be filed, (ii) the Shelf
Registration Statement to remain effective or (iii) the Exchange Offer Registration Statement to be
declared effective and the Registered Exchange Offer to be consummated, in each case to the extent
required by this Agreement.



     3. Registration Procedures. (a) In connection with their obligations pursuant to
Section 2(a) and Section 2(b) hereof, the Company shall:



     (i) prepare and file with the SEC a Registration Statement on the appropriate form under the
Securities Act, which form (x) shall be selected by the Company, (y) shall, in the case of a Shelf
Registration, be available for the sale of the Registrable Securities by the Holders thereof and
(z) 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
reasonable best 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
under the Securities Act; and keep each Prospectus current during the period described in Section
4(3) of, and Rule 174 under, the Securities Act 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 with the SEC in accordance with the
Securities Act and retain in accordance with the Securities Act any Free Writing Prospectus not
required to be filed;



     (iv) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to
counsel for the Initial Purchasers, to counsel for such 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, in each case relating to the Shelf Registration Statement, as such Holder, Underwriter or
counsel of such Holder, Underwriter or Initial Purchaser may reasonably request in order to
facilitate the sale or other disposition of the Registrable Securities thereunder; and the Company
consents 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 Holders of
Registrable Securities 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) use its reasonable best efforts to register or qualify the Registrable Securities under
all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable
Securities covered by a Registration Statement shall reasonably request in writing by the time the
applicable Registration Statement becomes effective; cooperate with such Holders in



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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 Holder to complete the
disposition in each such jurisdiction of the Registrable Securities owned by such Holder; provided
that the Company shall not 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 or (3) subject
itself to taxation in any such jurisdiction if it is not so subject;




     (vi) notify counsel for the Initial Purchasers and, in the case of a Shelf Registration,
notify each Holder of Registrable Securities and counsel for such Holders promptly and, if
requested by any such 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 relating to the
Registration Statement 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 Company 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) under the Securities Act, (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 Company
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 Company 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 Company
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) use its reasonable best efforts to 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
Shelf Registration Statement on the proper form, at the earliest possible moment and provide prompt
notice to each Holder of the withdrawal of any such order or such resolution;



     (viii) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities
upon request, without charge, at least one conformed copy (to be signed by authorized signatories
of the Company) 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 Holders of Registrable Securities
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



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Securities to be issued in such denominations and registered in such names (consistent with
the provisions of the Indenture) as such Holders may reasonably request at least one (1) Business
Day prior to the closing of any sale of Registrable Securities;




     (x) in the case of a Shelf Registration, upon the occurrence of any event contemplated by
Section 3(a)(vi)(5) hereof, use its reasonable best efforts to prepare and file with the SEC a
supplement or post-effective amendment to such 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 Company shall notify the Holders of Registrable
Securities to suspend use of the Prospectus or any Free Writing Prospectus as promptly as
practicable after the occurrence of such an event, and such Holders hereby agree to suspend use of
the Prospectus or any Free Writing Prospectus, as the case may be, until the Company has amended or
supplemented the Prospectus or the Free Writing Prospectus, as the case may be, to correct such
misstatement or omission;



     (xi) 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 after initial filing of a Registration Statement, provide
copies of such document to the Initial Purchasers and their counsel and make such of the
representatives of the Company as shall be reasonably requested by the Initial Purchasers or their
counsel available for discussion of such document; and the Company 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, a Prospectus or a Free
Writing Prospectus of which the Initial Purchasers and their counsel shall not have previously been
advised and furnished a copy or to which the Initial Purchasers or their counsel shall reasonably
object;



     (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 reasonable best 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 any Underwriter
participating in any disposition pursuant to such Shelf Registration Statement, any attorneys and
accountants designated by Holders of a majority in aggregate principal amount of the Registrable
Securities to be included in such Shelf Registration 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 Company and its subsidiaries, and cause the
respective officers, directors and employees of the Company to supply all information reasonably
requested by any such Underwriter, attorney or accountant in connection with a Shelf Registration
Statement; in each case, as shall be reasonably necessary to




10












 




enable such persons to conduct a reasonable investigation within the meaning of Section 11 of
the Securities Act; provided that if any such information is identified by the Company 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 Holder or Underwriter hereunder (which actions shall include the execution of a
confidentiality agreement with the Company); provided, further, that the foregoing inspection and
information gathering shall be coordinated on behalf of the Holders by one counsel designated by
and on behalf of such other parties as described in the definition of Registration Expenses;




     (xv) if reasonably requested by any Holder of Registrable Securities covered by a Shelf
Registration Statement, promptly include in a Prospectus supplement or post-effective amendment
such information with respect to such Holder as such Holder reasonably requests to be included
therein and make all required filings of such Prospectus supplement or such post-effective
amendment reasonably promptly thereafter; and



     (xvi) in the case of a Shelf Registration, enter into such necessary agreements and take all
such other actions in connection therewith (including those reasonably 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 Holders and any Underwriters of such
Registrable Securities with respect to the business of the Company and its subsidiaries, taken as a
whole, 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 Company (which
counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders
and such Underwriters and their respective counsel) addressed to each selling Holder and
Underwriter of Registrable Securities, covering the matters customarily covered in opinions
requested in underwritten offerings, (3) obtain “comfort” letters from the independent certified
public accountants of the Company (and, if necessary, any other certified public accountant of any
subsidiary of the Company or of any business acquired by the Company for which financial statements
and financial data are or are required to be included in the Registration Statement) addressed to
each selling 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 Company made pursuant to clause (1)
above and to evidence compliance with any customary conditions contained in an underwriting
agreement.



     (b) In the case of a Shelf Registration Statement, the Company may require each Holder of
Registrable Securities to furnish to the Company such information regarding such Holder and the
proposed disposition by such Holder of such Registrable Securities as the Company may from time to
time reasonably request in writing and may impose reasonable deadlines in connection with the
furnishing of such information, which deadlines shall (if reasonable) be binding on such Holders.



11









 





     (c) In the case of a Shelf Registration Statement, each Holder of Registrable Securities
covered in such Shelf Registration Statement agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 3(a)(vi)(3) or 3(a)(vi)(5)
hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to
the Shelf Registration Statement until such 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 Company such Holder will deliver to the Company all copies in its possession,
other than permanent file copies then in such 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 Company shall give any notice to suspend the disposition of Registrable Securities
pursuant to a Registration Statement, the Company 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 Company may give any such notice only four times during any 365-day period and
any such suspensions shall not exceed an aggregate of one hundred twenty (120) calendar days during
any 365-day period.



     (e) The Holders of Registrable Securities covered by a Shelf Registration Statement 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, in
consultation with the Company, of a majority of the principal amount of the Registrable Securities
included in such offering.



     4. Participation of Broker-Dealers in Exchange Offer. (a) Certain broker-dealers may
receive Exchange Securities for their 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”) and may be deemed to be an “underwriter” within the
meaning of the Securities Act and may be required to deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of such Exchange Securities.



     The Company understands 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, to the
extent required by the applicable rules of the SEC and if requested by a Participating
Broker-Dealer, the Company agrees to amend or supplement the Prospectus contained in the Exchange
Offer Registration Statement for a period of not less than forty-five (45) calendar days after the
Exchange Date (as such period may be extended pursuant to Section 3(d) of this



12









 







Agreement), 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 Company further agrees 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.



     5. Indemnification and Contribution. (a) The Company agrees to indemnify and hold
harmless each Initial Purchaser and each Holder, their respective affiliates, directors and
officers and each Person, if any, who controls any Initial Purchaser 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 duly documented losses, claims, damages and liabilities (including, without limitation,
legal fees and other reasonable 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) under the Securities Act,
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 Initial Purchaser or
information relating to any Holder furnished to the Company in writing through any Initial
Purchaser or any selling Holder, respectively, expressly for use therein. In connection with any
Underwritten Offering permitted by Section 3, the Company will also indemnify the Underwriters, if
any, 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 Company,
the Initial Purchasers and the other selling Holders, the directors of the Company, each officer of
the Company who signed the Registration Statement and each Person, if any, who controls the
Company, any Initial Purchaser 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 duly documented 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 Company 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 this Section 5 except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights



13









 







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 this Section 5. 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 in such
proceeding that the Indemnifying Person may designate 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 reasonable and documented 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
Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial
Purchaser shall be designated in writing by the Initial Purchasers, (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 Company. 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. Notwithstanding the foregoing
sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person
reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this
paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than forty five (45)
calendar days after receipt by the Indemnifying Person of such request and (ii) such Indemnifying
Person shall have received notice of the terms of such settlement at least 30 days prior to such
settlement being entered into and (iii) the Indemnifying Person shall not have reimbursed the
Indemnified Person in accordance with such request prior to the date of such settlement. 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
was threatened to be made 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 losses, claims, damages or liabilities
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 losses, claims, damages or liabilities (i) in such
proportion



14









 







as is appropriate to reflect the relative benefits received by the Company 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 Company 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 Company 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 Company 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 Company 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 the Initial Purchasers or any Holder or any Person
controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the officers
or directors of or any Person controlling the Company, (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 Company represents, warrants and agrees that (i) 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 any other outstanding securities issued or guaranteed by
the Company under any other agreement and (ii) the Company has not entered into, or on or after the
date of this Agreement will not 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.



15









 





     (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 Company has 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 Company 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 Company initially at the Company’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 (5) Business Days after being deposited in the mail, postage prepaid, if
mailed; when answered back, if telexed; 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 Company 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 Company 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



16









 







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 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
Company 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.



[signature pages follow]




17









 





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



	 	 	 	 	 
	 	ILLINOIS TOOL WORKS INC.

 	 
	 	By:  	/s/ Ronald D. Kropp
 	 
	 	 	Name:  	Ronald D. Kropp 	 
	 	 	Title:  	Senior Vice President & Chief

Financial Officer 	 
	 
	 	 	 
	 	By:  	/s/ Felix L. Rodriguez, Jr.
 	 
	 	 	Name:  	Felix L. Rodriguez, Jr. 	 
	 	 	Title:  	Vice President & Treasurer 	 



18









 






	 	 	 	 	 



Confirmed and accepted as of the date first above written:



HSBC SECURITIES (USA) INC.




	 	 	 	 	 
	By:

	 	/s/ Maureen K. Sweeny
 

Authorized Signatory
	 	 






BANC OF AMERICA SECURITIES LLC




	 	 	 	 	 
	By:

	 	/s/ Joseph A. Crowley
 

Authorized Signatory
	 	 







19