Exhibit 10.1



 





EXECUTION COPY




Exhibit 10.1




REGISTRATION RIGHTS AGREEMENT




Dated as of November 30, 2004



by and among




Park-Ohio Industries, Inc.




as Issuer,




the Guarantors, set forth on Schedule A hereto




and




Lehman Brothers Inc.



J.P. Morgan Securities Inc.



CIBC World Markets Corp.



McDonald Investments Inc.













 








          This Registration Rights Agreement (this “Agreement”) is made and entered
into as of November 30, 2004, by and among Park-Ohio Industries, Inc., an Ohio
corporation (the “Company”), the subsidiaries listed on Schedule A hereto (the
"Guarantors”), and Lehman Brothers Inc., J.P. Morgan Securities Inc., CIBC
World Markets Corp. and McDonald Investments Inc. (each an “Initial Purchaser”
and, collectively, the “Initial Purchasers”), each of whom has agreed to
purchase the Company’s 8 3/8% Senior Subordinated Notes due 2014 (the “Series A
Notes”) pursuant to the Purchase Agreement (as defined below).



          This Agreement is made pursuant to the Purchase Agreement, dated November
19, 2004 (the “Purchase Agreement”), by and among the Company, the Guarantors
and the Initial Purchasers. In order to induce the Initial Purchasers to
purchase the Series A Notes, the Company and the Guarantors have 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 7(i) of the Purchase Agreement. Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
them in the Indenture, dated the date hereof among the Company, the Guarantors
and Wells Fargo Bank, N.A., as Trustee, relating to the Series A Notes and the
Series B Notes (the “Indenture”).



          The parties hereby agree as follows:



SECTION 1. DEFINITIONS




          As used in this Agreement, the following capitalized terms shall have the
following meanings:



          Act: The Securities Act of 1933, as amended.



          Affiliate: As defined in Rule 144 of the Act.



          Applicable Holder: As defined in Section 6(d) hereof.



          Blackout Period: The period of time (a) that the Company and the
Guarantors may delay filing and distributing (i) a post-effective amendment to
(x) the Shelf Registration Statement or (y) after the date on which the
Exchange Offer is Consummated, the Exchange Offer Registration Statement that
is required to be effective to permit resales of Series B Notes by
Broker-Dealers as contemplated by Section 3(c) below or (ii) a supplement to
any related Prospectus and (iii) any other required document so that, as
thereafter delivered to Holders or purchasers of Transfer Restricted
Securities, the prospectus will not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading if the Company determines reasonably and
in good faith that compliance with the disclosure obligations necessary to
maintain the effectiveness of the Shelf Registration Statement or the Exchange
Offer Registration Statement at such time could reasonably be expected to have
a material adverse effect on the Company, any of the Guarantors or a pending
financing, acquisition, disposition, merger or other material corporate
transaction involving the Company or any of its subsidiaries, or (b) when (i)
the Shelf Registration Statement or (ii) after the date on which the Exchange
Offer is Consummated, the Exchange Offer Registration Statement that is



2









 





required to remain effective to permit resales of Exchange Notes by
Broker-Dealers as contemplated by Section 3(c) below, in each case, ceases to
be effective or any related Prospectus is not usable solely because the Company
filed a post-effective amendment to any such Registration Statement to include
annual audited financial information or quarterly unaudited financial
information with respect to the Company and the Guarantors and such
post-effective amendment is not yet effective and needs to be declared
effective to permit Holders to use the related Prospectus (it being understood
that, in the case of this clause (b), the Company and the Guarantors shall be
required to use their commercially reasonable efforts to cause any such
post-effective amendment to become effective as soon as practicable); provided
that, during any consecutive twelve-month period, such Blackout Periods shall
not occur more than 60 days in the aggregate; and provided further that upon
the termination of such Blackout Period, the Company and the Guarantors shall
promptly advise each Holder and purchaser and, if requested by any such person,
confirm such advice in writing that such Blackout Period has been terminated.




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



          Certificated Securities: Definitive Notes, as defined in the Indenture.



          Closing Date: The date hereof.



          Commission: The Securities and Exchange Commission.



          Consummate: An Exchange Offer shall be deemed “Consummated” for purposes
of this Agreement upon the occurrence of (a) the filing and effectiveness under
the Act of the Exchange Offer Registration Statement relating to the Series B
Notes to be issued in the Exchange Offer, (b) 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 period required pursuant to
Section 3(b) hereof and (c) the delivery by the Company to the Registrar under
the Indenture of Series B Notes in the same aggregate principal amount as the
aggregate principal amount of Series A Notes validly tendered by Holders
thereof pursuant to the Exchange Offer.



          Consummation Deadline: As defined in Section 3(b) hereof.



          Effectiveness Deadline: As defined in Sections 3(a) and 4(a) hereof.



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



          Exchange Offer: The exchange and issuance by the Company of a principal
amount of Series B Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of
Series A Notes that are tendered by such Holders in connection with such
exchange and issuance.



          Exchange Offer Registration Statement: The Registration Statement
relating to the Exchange Offer, including the related Prospectus that forms a
part thereof.



3









 





          Exempt Resales: The transactions in which the Initial Purchasers propose
to sell the Series A Notes to certain “qualified institutional buyers,” as such
term is defined in Rule 144A under the Act, to certain “accredited investors,”
as such term is defined in Rule 501(a)(1), (2), (3), (5) and (7) of Regulation
D under the Act and to certain non-U.S. persons pursuant to Regulation S under
the Act.



          Filing Deadline: As defined in Sections 3(a) and 4(a) hereof.



          Holders: As defined in Section 2 hereof.



          Participant: As defined in Section 8 hereof.



          Prospectus: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments.



          Recommencement Date: As defined in Section 6(e) hereof.



          Registration Default: As defined in Section 5 hereof.



          Registration Statement: Any registration statement of the Company and the
Guarantors, if any, relating to (a) an offering of Series B Notes and related
Subsidiary Guarantees pursuant to an Exchange Offer or (b) the registration for
resale of Transfer Restricted Securities pursuant to the Shelf Registration
Statement, in each case (i) that is filed pursuant to the provisions of this
Agreement and (ii) including the Prospectus included therein, all amendments
and supplements thereto (including post-effective amendments) and all exhibits.



          Regulation S: Regulation S promulgated under the Act.



          Rule 144: Rule 144 promulgated under the Act.



          Series B Note Initial Purchaser: As defined in Section 6(d) hereof.



          Series B Notes: The Company’s 8 3/8% Series B Senior Subordinated Notes
due 2014 to be issued pursuant to the Indenture: (i) in the Exchange Offer or
(ii) as contemplated by Section 4 hereof.



          Shelf Holder: As defined in Section 6(d)(i) hereof.



          Shelf Registration Statement: As defined in Section 4 hereof.



          Suspension Notice: As defined in Section 6(e) hereof.



          TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as
in effect on the date of the Indenture.



          Transfer Restricted Securities: Each Series A Note and the related
Subsidiary Guarantee until the earliest to occur of: (i) the date on which such
Series A Note has been exchanged by a holder other than a Broker-Dealer for a
Series B Note in the Exchange Offer; (ii)



4









 





following the exchange by a Broker-Dealer in the Exchange Offer of a
Series A Note for a Series B Note, the date on which such Series B Note is sold
to a purchaser who receives from such Broker-Dealer on or prior to the date of
such sale a copy of the Prospectus contained in the Exchange Offer Registration
Statement; (iii) the date on which such Series A Note has been effectively
registered under the Act and disposed of in accordance with the Shelf
Registration Statement; (iv) the date on which such Series A Note is
distributed to the public pursuant to Rule 144 under the Act; or (v) the date
on which such Series A Note and the related Subsidiary Guarantee cease to be
outstanding pursuant to the terms of the Indenture.




SECTION 2. HOLDERS




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



SECTION 3. REGISTERED EXCHANGE OFFER




          (a) Unless the Exchange Offer shall not be permitted by applicable federal
law or Commission policy (after the procedures set forth in Section 6(a)(i)
below have been complied with), the Company and the Guarantors shall (i) cause
the Exchange Offer Registration Statement to be filed with the Commission
within 120 days after the Closing Date (such 120th day being the “Filing
Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange
Offer Registration Statement to become effective within 180 days after the
Closing Date (such 180th day being the “Effectiveness Deadline”), (iii) in
connection with the foregoing, (A) file all pre-effective amendments to such
Exchange Offer Registration Statement as may be necessary in order to cause it
to become effective, (B) file, if applicable, a post-effective amendment to
such Exchange Offer Registration Statement pursuant to Rule 430A under the Act
and (C) cause all necessary filings, if any, in connection with the
registration and qualification of the Series B Notes to be made under the Blue
Sky laws of such jurisdictions as are necessary to permit Consummation of the
Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer
Registration Statement, commence and Consummate the Exchange Offer. The
Exchange Offer shall be on the appropriate form permitting (i) registration of
the Series B Notes to be offered in exchange for the Series A Notes that are
Transfer Restricted Securities and (ii) resales of Series B Notes by
Broker-Dealers that tendered into the Exchange Offer Series A Notes that such
Broker-Dealer acquired for its own account as a result of market making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any of its Affiliates) as contemplated by Section
3(c) below.



          (b) The Company and the Guarantors shall use their respective best efforts
to 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
shall such period be less than 20 business days. The Company and the
Guarantors shall cause the Exchange Offer to comply with all applicable federal
and state securities laws. No securities other than the Series B Notes shall
be included in the Exchange Offer Registration Statement. The Company and the
Guarantors shall use all commercially reasonable efforts to cause the Exchange
Offer to be Consummated within 220 days after the Closing Date (such day being
the “Consummation Deadline”).



5









 





          (c) The Company shall include a “Plan of Distribution” section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of
market-making activities or other trading activities (other than Series A Notes
acquired directly from the Company or any Affiliate of the Company), may
exchange such Transfer Restricted Securities pursuant to the Exchange Offer.
Such “Plan of Distribution” section shall also contain all other information
with respect to such sales by such Broker-Dealers that the Commission may
require in order to permit such sales 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.



          Because such Broker-Dealer may be deemed to be an “underwriter” within the
meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Series B
Notes received by such Broker-Dealer in the Exchange Offer, the Company and the
Guarantors shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement. To the extent necessary to ensure that the prospectus
contained in the Exchange Offer Registration Statement is available for sales
of Series B Notes by Broker-Dealers, the Company and the Guarantors agree to
use their commercially reasonable efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented, amended and
current as required by and subject to the provisions of subsections (a) and (c)
of Section 6 hereof and subject to any applicable Blackout Period and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period that shall not exceed 180 days (or longer as provided below) from the
date on which the Exchange Offer is Consummated or such shorter period as will
terminate when all Transfer Restricted Securities covered by such Registration
Statement have been sold pursuant thereto; provided, however, that if the
Exchange Offer Registration Statement ceases to be effective during any
Blackout Period, such 180-day period shall be extended by the number of days
such Blackout Period continued. The Company shall provide sufficient copies of
the latest version of such Prospectus to such Broker-Dealers, promptly upon
request, and in no event later than two days after such request, at any time
during such period.



SECTION 4. SHELF REGISTRATION




          (a) Shelf Registration. If (i) the Exchange Offer is not permitted by
applicable federal law or Commission policy (after the Company and the
Guarantors have complied with the procedures set forth in Section 6(a)(i)
below, and assuming, for purposes of this Section 4 and Section 5 hereof, that
the announcement referred to in Section 6(a)(i) is deemed to mean that the
Exchange Offer is not permitted by applicable federal law or Commission policy)
or (ii) any Holder shall notify the Company within 20 business days following
the Consummation of the Exchange Offer that (A) such Holder was prohibited by
law or Commission policy from participating in the Exchange Offer or (B) such
Holder may not resell the Series B Notes acquired by it in the Exchange Offer
to the public without delivering a prospectus and the Prospectus contained in
the Exchange Offer Registration Statement is not appropriate or available for
such resales by such Holder or (C) such Holder is a Broker-Dealer



6









 





and holds Series A Notes acquired directly from the Company or any of its
Affiliates, then the Company and the Guarantors shall:




          (x) use all commercially reasonable efforts to file, on or prior to 45
days after the earlier of (i) the date on which the Company determines that the
Exchange Offer Registration Statement cannot be filed as a result of clause
(a)(i) above and (ii) the date on which the Company receives the notice
specified in clause (a)(ii) above (such earlier date, the “Filing Deadline”), a
shelf registration statement pursuant to Rule 415 under the Act (which may be
an amendment to the Exchange Offer Registration Statement (the “Shelf
Registration Statement”)), relating to all Transfer Restricted Securities in
accordance with the provisions of Section 4(b) hereof; provided, however, that
nothing in this Section 4(a) shall require the Company and the Guarantors to
file a Shelf Registration Statement prior to the Filing Deadline for an
Exchange Offer Registration Statement; and



          (y) shall use their commercially reasonable efforts to cause such Shelf
Registration Statement to become effective on or prior to 90 days after the
Shelf Registration Statement is filed (such 90th day the “Effectiveness
Deadline”).



          If, after the Company and the Guarantors have filed an Exchange Offer
Registration Statement that satisfies the requirements of Section 3(a) above,
the Company and the Guarantors are required to file and make effective a Shelf
Registration Statement solely because the Exchange Offer is not permitted under
applicable federal law or Commission policy (i.e., clause (a)(i) above), then
the filing of the Exchange Offer Registration Statement shall be deemed to
satisfy the requirements of clause (x) above; provided that, in such event, the
Company and the Guarantors shall remain obligated to meet the Effectiveness
Deadline set forth in clause (y), above.



          To the extent necessary to ensure that the Shelf Registration Statement is
available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and
the Guarantors shall use their commercially reasonable efforts to keep any
Shelf Registration Statement required by this Section 4(a) continuously
effective, supplemented, amended and current as required by and subject to the
provisions of subsections (b) and (c) of Section 6 hereof and subject to any
Blackout Period and in conformity with the requirements of this Agreement, the
Act and the policies, rules and regulations of the Commission as announced from
time to time, for a period of at least two years (as extended pursuant to
Section 6(c)(i)) following the Closing Date, or such shorter period as will
terminate when all Series A Notes and Series B Notes cease to be Transfer
Restricted Securities or such Series A Notes or Series B Notes covered by such
Shelf Registration Statement have been sold pursuant thereto; provided,
however, that, except as provided below, the Company and the Guarantors shall
not be obligated to keep such Shelf Registration Statement effective for a
period of more than 180 days from the date the Shelf Registration Statement is
declared effective by the Commission if the Shelf Registration Statement is
required to be filed solely to permit resales by a Broker-Dealer that holds
Series A Notes or Series B Notes acquired directly from the Company or one of
its Affiliates; provided, further, however, that if the Shelf Registration
Statement ceases to be effective during any Blackout Period, such 180-day
period shall be extended by the number of days such Blackout Period continued.



7









 





          (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder 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 15 days after receipt of a request therefor, the information specified
in Item 507 and 508 of Regulation S-K, as applicable, of the Act, or other
information reasonably requested by the Company and required by Regulation S-K
of the Act, for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder shall be
entitled to liquidated damages pursuant to Section 5 hereof unless and until
such Holder shall have provided all such information. By its acceptance of
Transfer Restricted Securities, each Holder agrees to promptly furnish
additional information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not materially
misleading.



SECTION 5. LIQUIDATED DAMAGES




          If (i) any Registration Statement required by this Agreement is not filed
with the Commission on or prior to the applicable Filing Deadline, (ii) any
such Registration Statement has not been declared effective by the Commission
on or prior to the applicable Effectiveness Deadline, (iii) both (A) the
Exchange Offer has not been Consummated on or prior to the Consummation
Deadline and (B) the Shelf Registration Statement has not been declared
effective by the Commission on or prior to the Effectiveness Deadline, or (iv)
any Registration Statement required by this Agreement is filed and declared
effective but shall thereafter cease to be effective or fail to be usable for
its intended purpose without being succeeded within five business days by a
post-effective amendment to such Registration Statement that cures such failure
and that is itself declared effective within ten days of filing such
post-effective amendment to such Registration Statement (except during any
Blackout Period) (each such event referred to in clauses (i) through (iv), a
"Registration Default”), then the Company and the Guarantors hereby jointly and
severally agree to pay to each Holder affected thereby liquidated damages in an
amount equal to $.05 per week per $1,000 in principal amount of Transfer
Restricted Securities held by such Holder for each week or portion thereof that
the Registration Default continues for the first 90-day period immediately
following the occurrence of such Registration Default.



          The amount of the liquidated damages shall increase by an additional $.05
per week per $1,000 in principal amount of Transfer Restricted Securities with
respect to each subsequent 90-day period until all Registration Defaults have
been cured, up to a maximum amount of liquidated damages of $.50 per week per
$1,000 in principal amount of Transfer Restricted Securities; provided that the
Company and the Guarantors shall in no event be required to pay liquidated
damages for more than one Registration Default at any given time.
Notwithstanding anything to the contrary set forth herein, upon (1) filing of
the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (i) above, (2) the effectiveness of the
Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (ii) above, (3) Consummation of the
Exchange Offer or the Effectiveness of the Shelf Registration Statement, as
applicable, in the case of (iii) above, or (4) the filing of a post-effective
amendment to the Registration Statement or an additional Registration Statement
that causes the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement) to again be declared effective or made usable
in



8









 





the case of (iv) above, the liquidated damages payable with respect to the
Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or
(iv), as applicable, shall cease.




          All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture,
on each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated
damages are due cease to be Transfer Restricted Securities, all obligations of
the Company and the Guarantors to pay liquidated damages that have accrued with
respect to securities shall survive until such time as such obligations with
respect to such securities shall have been satisfied in full.



SECTION 6. REGISTRATION PROCEDURES




          (a) Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company and the Guarantors shall (x) comply with all
applicable provisions of Section 6(c) below, (y) use their respective
commercially reasonable efforts to effect such exchange and to permit the
resale of Series B Notes by any Broker-Dealer that tendered Series A Notes in
the Exchange Offer that such Broker-Dealer acquired for its own account as a
result of its market making activities or other trading activities (other than
Series A Notes acquired directly from the Company or any of its Affiliates)
being sold in accordance with the intended method or methods of distribution
thereof, and (z) comply with all of the following provisions:




          (i) If, following the date hereof there has been announced a change
in Commission policy with respect to exchange offers such as the Exchange
Offer, that in the reasonable opinion of counsel to the Company raises a
substantial question as to whether the Exchange Offer is permitted by
applicable federal law, the Company and the Guarantors hereby agree
either to (x) seek a no-action letter or other favorable decision from
the Commission allowing the Company and the Guarantors to Consummate an
Exchange Offer for such Transfer Restricted Securities or (y) file, in
accordance with Section 4(a) hereof, a Shelf Registration Statement to
permit the exchange and/or resale of the Transfer Restricted Securities
that would otherwise be covered by the Exchange Offer Registration
Statement but for the announcement of a change in Commission policy. In
the case of clause (x) above, the Company and the Guarantors hereby agree
to pursue the issuance of such a decision to the Commission staff level,
but shall not be required to take commercially unreasonable actions to
effect a change in Commission policy. In connection with the foregoing,
the Company and the Guarantors hereby agree to take all such other
reasonable actions as may be requested by the Commission or otherwise
required in connection with the issuance of such decision, including
without limitation (A) participating in telephonic conferences with the
Commission staff, (B) delivering to the Commission staff an analysis
prepared by counsel to the Company setting forth the legal bases, if any,
upon which such counsel has concluded that such an Exchange Offer should
be permitted and (C) diligently pursuing a resolution (which need not be
favorable) by the Commission staff.




          (ii) As a condition to its participation in the Exchange Offer, each
Holder (including, without limitation, any Holder who is a Broker Dealer)
shall furnish, upon the request of the Company, prior to the Consummation
of the Exchange Offer, a written



9









 






	 	 	 	representation to the Company and the Guarantors (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 Series B Notes to be issued in the Exchange
Offer and (C) it is acquiring the Series B Notes in its ordinary course
of business. In addition, all such Holders shall otherwise reasonably
cooperate in the Company’s and the Guaranotrs’ preparation for the
Exchange Offer. Each Holder using the Exchange Offer to participate in a
distribution of the Series B Notes will be required to acknowledge and
agree that it (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 (including, if applicable, any no-action letter
obtained pursuant to clause (i) above) and (2) must comply with the
registration and prospectus delivery requirements of the Act in
connection with a secondary resale transaction and that such a secondary
resale transaction must be covered by an effective registration statement
containing the selling security holder information required by Item 507
and/or 508, as applicable, of Regulation S-K, if the resales are of
Series B Notes obtained by such Holder in exchange for Series A Notes
acquired directly from the Company or an Affiliate thereof.






          (iii) Prior to effectiveness of the Exchange Offer Registration
Statement, the Company and the Guarantors shall provide a supplemental
letter to the Commission (A) stating that the Company and the Guarantors
are registering the Exchange Offer in reliance on the position of the
Commission enunciated in Exxon Capital Holdings Corporation (available
May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as
interpreted in the Commission’s letter to Shearman & Sterling dated July
2, 1993, and, if applicable, any no-action letter obtained pursuant to
clause (i) above, (B) including a representation that neither the Company
nor any Guarantor has entered into any arrangement or understanding with
any Person to distribute the Series B Notes to be received in the
Exchange Offer and that, to the best of the Company’s and each
Guarantor’s information and belief, each Holder participating in the
Exchange Offer is acquiring the Series B Notes in its ordinary course of
business and has no arrangement or understanding with any Person to
participate in the distribution of the Series B Notes received in the
Exchange Offer and (C) any other undertaking or representation required
by the Commission as set forth in any no-action letter obtained pursuant
to clause (i) above, if applicable.



                 (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company and the Guarantors shall:




          (i) comply with all the provisions of Sections 6(c) and 6(d) below
and use their respective 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 (as indicated in the information furnished to the
Company pursuant to Section 4(b) hereof), and pursuant thereto the
Company and the



10









 






	 	 	 	Guarantors will prepare and file with the Commission a Registration
Statement relating to the registration on any appropriate form under the
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 within the time periods and otherwise in
accordance with the provisions hereof; and






          (ii) register Series A Notes and the related Subsidiary Guarantees
on any Shelf Registration Statement contemplated by this Agreement, and
issue Series B Notes having an aggregate principal amount equal to the
aggregate principal amount of Series A Notes to any purchaser of such
Notes subject to the Shelf Registration Statement in the names as such
Holder or purchaser shall designate.



                 (c) General Provisions. In connection with any Registration Statement and
any related Prospectus required by this Agreement, the Company and the
Guarantors shall:




          (i) use their respective commercially reasonable efforts to keep
such Registration Statement continuously effective (subject to any
applicable Blackout Period) and provide all requisite financial
statements for the period specified in Section 3 or 4 of this Agreement,
as applicable. Upon the occurrence of any event that would cause any
such Registration Statement or the Prospectus contained therein (A) to
contain an untrue statement of material fact or omit to state any
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading or (B) not to be
effective and usable for resale of Transfer Restricted Securities during
the period required by this Agreement, the Company and the Guarantors
shall file promptly an appropriate amendment to such Registration
Statement curing such defect, and, if Commission review is required, use
their respective commercially reasonable efforts to cause such amendment
to be declared effective as soon as practicable (but no sooner than after
the end of any Blackout Period, if applicable); if at any time the
Commission shall issue any stop order suspending the effectiveness of any
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, the Company and the Guarantors shall
use their respective commercially reasonable efforts to obtain the
withdrawal or lifting of such order at the earliest possible time;




          (ii) prepare and file with the Commission such amendments and
post-effective amendments to the applicable Registration Statement as may
be necessary to keep such Registration Statement effective for the
applicable period set forth in Section 3 or 4 hereof, as the case may be;
cause the Prospectus to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 under
the Act, and to comply fully with Rules 424, 430A and 462, as applicable,
under the Act in a timely manner; and comply with the provisions of the
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;



11









 






          (iii) in connection with any sale of Transfer Restricted Securities
that will result in such securities no longer being Transfer Restricted
Securities, cooperate with the Holders to facilitate the timely
preparation and delivery, if applicable, of certificates representing
Transfer Restricted Securities to be sold and not bearing any restrictive
legends; and to register such Transfer Restricted Securities in such
denominations and such names as the selling Holders may request at least
two business days prior to such sale of Transfer Restricted Securities
and to cooperate with the Holders to facilitate the registration of such
Transfer Restricted Securities in book-entry form at least two business
days prior to such sale of Transfer Restricted Securities;




          (iv) use their 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
to consummate the disposition of such Transfer Restricted Securities;
provided, however, that neither the Company nor any Guarantor shall be
required to register or qualify as a foreign corporation where it is not
now so qualified or to take any action that would subject it to the
service of process in suits or to taxation, other than as to matters and
transactions relating to the Registration Statement, in any jurisdiction
where it is not now so subject;




          (v) provide a CUSIP number for all Transfer Restricted Securities
not later than the effective date of a Registration Statement covering
such Transfer Restricted Securities and provide the Trustee under the
Indenture with certificates for the Transfer Restricted Securities which
are in a form eligible for deposit with The Depository Trust Company;




          (vi) otherwise use their respective commercially reasonable efforts
to comply with all applicable rules and regulations of the Commission,
and make generally available to its security holders with regard to any
applicable Registration Statement, as soon as practicable, a consolidated
earnings statement meeting the requirements of Rule 158 (which need not
be audited) covering a twelve-month period beginning with the first
fiscal quarter after the effective date of the Registration Statement (as
such term is defined in paragraph (c) of Rule 158 under the Act); and




          (vii) cause the Indenture to be qualified under the TIA 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 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 TIA; and execute, and use their respective 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.



                 (d) Additional Provisions Applicable to Shelf Registration Statements and
Certain Exchange Offer Prospectuses. In connection with each Shelf
Registration Statement, and each Exchange Offer Registration Statement if and
to the extent that an Initial Purchaser has notified the Company that it is a
holder of Series B Notes that are Transfer Restricted Securities



12









 





(for so long as such Series B Notes are Transfer Restricted Securities or
for the period provided in Section 3, whichever is shorter) (each, a “Series B
Note Initial Purchaser”), the Company and the Guarantors shall:





          (i) advise each Holder of Transfer Restricted Securities included in
any Shelf Registration Statement (each, a “Shelf Holder” and, together
with the Series B Note Initial Purchasers, the “Applicable Holders”) and
each Series B Note Initial Purchaser as promptly as practicable and, if
requested by such Holder, 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 applicable 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 issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement under the 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 in order to make the statements
therein not misleading, or that requires the making of any additions to
or changes in the Prospectus in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading;




          (ii) if any fact or event contemplated by Section 6(d)(i)(D) above
shall exist or have occurred, prepare a supplement or post-effective
amendment, if applicable, to the Registration Statement or related
Prospectus 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 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;




          (iii) furnish to each Applicable Holder in connection with such
exchange or sale, if any, before filing with the Commission (provided
that such Applicable Holder has entered into a confidentiality agreement
as may be reasonably requested by the Company), copies of any
Registration Statement or any Prospectus included therein (except the
Prospectus included in the Exchange Offer Registration Statement at the
time it was declared effective) or any amendments or supplements to any
such Registration Statement or Prospectus, which documents will be
subject to the review and comment of such Applicable Holders in
connection with such sale, if any, for a period of at least five 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 to which such Applicable Holders have reasonably
objected within five business days after the receipt thereof; and
Applicable Holder shall be deemed to have reasonably objected to such
filing if such Registration Statement, amendment, Prospectus or
supplement, as applicable, as proposed to be filed, contains an untrue
statement of a



13









 






	 	 	 	material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading or fails to
comply with the applicable requirements of the Act;






          (iv) make available, at reasonable times, for inspection by each
Applicable Holder and any attorney or accountant retained by any Series B
Note Initial Purchaser or Shelf Holder, as the case may be (provided that
there shall be not more than one attorney and not more than one
accountant retained by all of the Shelf Holders for this purpose), all
financial and other records, pertinent corporate documents 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 such Holder, attorney or accountant in connection with such
Registration Statement or any post-effective amendment thereto subsequent
to the filing thereof and prior to its effectiveness; provided, however,
that each such party shall be required to maintain in confidence, not to
use as the basis for any market transactions in any securities of the
Company or for any other business purposes other than in connection with
a registration hereunder, and not to disclose to any other person, any
information or records reasonably designated in writing by the Company as
being confidential, until such time as (A) such information becomes a
matter of public record (whether by virtue of its inclusion in such
registration statement or otherwise), (B) such person shall be required
to disclose such information pursuant to a subpoena or order of any court
or other governmental agency or body having jurisdiction over the matter
(subject to the requirements of such order, and only after such person
shall have given the Company prior notice of such requirement), or (C)
such information is required to be set forth in such Shelf Registration
Statement or the Prospectus included therein or in an amendment to such
Shelf Registration or an amendment or supplement to such Prospectus in
order that such Shelf Registration Statement , Prospectus, amendment or
supplement, as the case may be, complies with applicable requirements of
the federal securities laws and the rules and regulations of the
Commission and does not contain an untrue statement of a material fact or
omit to state herein a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing;




          (v) if requested by any Applicable Holders in connection with such
exchange or sale, promptly include in any Registration Statement or
Prospectus, pursuant to a supplement or post-effective amendment if
necessary, such information as such Applicable Holders may reasonably
request to have included therein, including, without limitation,
information relating to the “Plan of Distribution” of the Transfer
Restricted Securities; 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 included in such Prospectus
supplement or post-effective amendment;




          (vi) furnish to each Applicable Holder in connection with such
exchange or sale without charge, at least one copy of the Registration
Statement, as first filed with the Commission, and of each amendment
thereto and upon request, all exhibits;




          (vii) deliver to each Applicable Holder without charge, as many
copies of the Prospectus (including each preliminary prospectus) and any
amendment or supplement



14









 






	 	 	 	thereto as such Persons reasonably may request; the Company and the
Guarantors hereby consent to the use (in accordance with law) of the
Prospectus and any amendment or supplement thereto by each selling Holder
in connection with the offering and the sale of the Transfer Restricted
Securities covered by the Prospectus or any amendment or supplement
thereto;






          (viii) in the case of a Shelf Registration Statement, upon the
request of any Shelf Holders aggregating at least 50% in aggregate
principal amount of the Transfer Restricted Securities covered by such
Shelf Registration Statement, enter into such agreements (including
underwriting agreements) and make such representations and warranties and
take all such other actions in connection therewith in form, substance
and scope as are customarily provided by issuers to underwriters in order
to expedite or facilitate the disposition of the Transfer Restricted
Securities pursuant to any applicable Registration Statement contemplated
by this Agreement as may be reasonably requested by any Holder in
connection with any sale or resale pursuant to any applicable
Registration Statement. In such connection, the Company and the
Guarantors shall:




               (A) upon request of any Applicable Holder, furnish (or in the
case of paragraphs (2) and (3), use their commercially reasonable
efforts to cause to be furnished) to each Applicable Holder, upon
Consummation of the Exchange Offer or upon the effectiveness of the
Shelf Registration Statement, as the case may be:




                    (1) a certificate, dated such date, signed on behalf of
the Company and each Guarantor by (x) the President or any
Vice President and (y) a principal financial or accounting
officer of the Company and such Guarantor, confirming, as of
the date thereof, the matters set forth in Sections 2(h), 2
(ff), 7(a) and 7(h) of the Purchase Agreement and such other
similar matters as such Holders may reasonably request;




                    (2) an opinion, dated the date of Consummation of the
Exchange Offer or the date of effectiveness of the Shelf
Registration Statement, as the case may be, of counsel for
the Company and the Guarantors covering matters similar to
those set forth in Exhibit D of the Purchase Agreement and
such other matters as such Holder may reasonably request, and
in any event including a statement to the effect that such
counsel has participated in conferences with officers and
other representatives of the Company and the Guarantors,
representatives of the independent public accountants for the
Company and the Guarantors and has considered the matters
required to be stated therein and the statements contained
therein, although such counsel has not independently verified
the accuracy, completeness or fairness of such statements;
and that such counsel advises that, on the basis of the
foregoing, no facts came to such counsel’s attention that
caused such counsel to believe that the applicable
Registration Statement, at the time such Registration
Statement or any post-effective amendment thereto became
effective and, in the case of the Exchange Offer Registration
Statement, as of the date of Consummation of the Exchange
Offer, contained an untrue statement of a material fact or



15









 






	 	 	 	omitted to state a material fact required to be stated
therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not
misleading, or that the Prospectus contained in such
Registration Statement as of its date and, in the case of the
opinion dated the date of Consummation of the Exchange Offer,
as of the date of Consummation, contained an untrue statement
of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading. Without limiting the foregoing, such counsel may
state further that such counsel assumes no responsibility
for, and has not independently verified, the accuracy,
completeness or fairness of the financial statements, notes
and schedules and other financial data included in any
Registration Statement contemplated by this Agreement or the
related Prospectus; and






                    (3) a customary comfort letter, dated the date of
Consummation of the Exchange Offer, or as of the date of
effectiveness of the Shelf Registration Statement, as the
case may be, from the Company’s independent accountants, in
the customary form and covering matters of the type
customarily covered in comfort letters to underwriters in
connection with underwritten offerings, and affirming the
matters set forth in the comfort letters delivered pursuant
to Section 7(d) of the Purchase Agreement; and




    (B) deliver such other documents and certificates as may be
reasonably requested by the selling Holders to evidence compliance
with the matters covered in clause (A) above and with any customary
conditions contained in any agreement entered into by the Company
and the Guarantors pursuant to this clause (viii);




          (ix) prior to any public offering of Transfer Restricted Securities,
cooperate with the Applicable Holders and their counsel in connection
with the registration and qualification of the Transfer Restricted
Securities under the securities or Blue Sky laws of such jurisdictions as
the Applicable Holders 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
applicable Registration Statement; provided, however, that neither the
Company nor any Guarantor shall be required to register or qualify as a
foreign corporation where it is not now so qualified or to take any
action that would subject it to the service of process in suits or to
taxation, other than as to matters and transactions relating to the
Registration Statement, in any jurisdiction where it is not now so
subject; and




          (x) provide promptly to each Applicable Holder, upon request, each
document filed with the Commission pursuant to the requirements of
Section 13 or Section 15(d) of the Exchange Act.



16









 





          (e) Restrictions on Holders. Each Holder’s acquisition of a Transfer
Restricted Security constitutes such Holder’s agreement that, upon receipt of
the notice referred to in Section 6(d)(i)(C) or any notice from the Company of
the existence of any fact of the kind described in Section 6(d)(i)(D) hereof or
of any applicable Blackout Period (in each case, a “Suspension Notice”), such
Holder will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement and Prospectus until (i) such
Holder has received copies of the supplemented or amended Prospectus
contemplated by Section 6(d)(ii) hereof, or (ii) such Holder is advised in
writing by the Company that the use of the Prospectus may be resumed, and if
applicable, has received copies of any additional or supplemental filings that
are incorporated by reference in the Prospectus (in each case, the
"Recommencement Date”). Each Holder receiving a Suspension Notice shall be
required to either (i) destroy any Prospectuses, other than permanent file
copies, then in such Holder’s possession that have been replaced by the Company
with more recently dated Prospectuses or (ii) 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 at the time of receipt of the Suspension 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 a number of
days equal to the number of days in the period from and including the date of
delivery of the Suspension Notice to the date of delivery of the Recommencement
Date.



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, regardless
of whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses; (ii) all fees
and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including certificates for the
Series B Notes 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 one counsel for the Shelf
Holders of Transfer Restricted Securities which shall be Latham & Watkins LLP
or such other counsel as may be selected by a majority of such Shelf Holders
and one counsel for the Series B Note Initial Purchasers; (v) all application
and filing fees in connection with listing the Series B Notes on a national
securities exchange or automated quotation system pursuant to the requirements
hereof, if applicable; 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). Notwithstanding the foregoing, the Holders of the Transfer
Restricted Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Transfer Restricted Securities and the fees and disbursements of any
counsel or other advisors or experts retained by such Holders (severally or
jointly), other than the counsel and experts specifically referred to above.



          The Company will, in any event, bear its and the Guarantors’ 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.



17









 





SECTION 8. INDEMNIFICATION




          (a) The Company and the Guarantors agree, jointly and severally, to
indemnify and hold harmless each Holder included in any Registration Statement
(each, a “Participant”), its directors, officers and each Person, if any, who
controls such Participant (within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act), from and against any and all losses, claims,
damages, liabilities, judgments, (including without limitation, any legal or
other expenses incurred in connection with investigating or defending any
matter, including any action that could give rise to any such losses, claims,
damages, liabilities or judgments) caused by any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement,
preliminary prospectus or Prospectus (or any amendment or supplement thereto)
provided by the Company to any Participant or any prospective purchaser of
Series B Notes or registered Series A Notes, or caused by 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, in light of the
circumstances under which they were made, not misleading, except insofar as
such losses, claims, damages, liabilities or judgments are caused by an untrue
statement or omission or alleged untrue statement or omission that is based
upon information relating to any of the Participants furnished in writing to
the Company by any of the Participants; provided, however, that neither the
Company nor the Guarantors shall be liable to any Participant, its directors,
officers or any Person, if any, who controls such Participant (within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act) under the
indemnity agreement in this Section 8 to the extent, but only to the extent,
that (A) such loss, claim, damage, liability or judgment of such Participant
results from an untrue statement of a material fact or an omission of a
material fact contained in the preliminary prospectus, which untrue statement
or omission was completely corrected in the Prospectus and such Participant
failed to deliver the Prospectus to that Person as required by the Act and
within the time required by the Act.



          (b) Each Participant agrees, severally and not jointly, to indemnify and
hold harmless the Company and the Guarantors, and their respective directors
and officers, and each person, if any, who controls (within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act) the Company or the
Guarantors to the same extent as the foregoing indemnity from the Company and
the Guarantors set forth in section (a) above, but only with reference to
information relating to such Participant in writing to the Company by such
Participant expressly for use in any Registration Statement, preliminary
prospectus or Prospectus (or any amendment or supplement thereto). In no event
shall any Participant, its directors, officers or any Person who controls such
Participant be liable or responsible for any amount in excess of the amount by
which the total amount received by such Participant with respect to its sale of
Transfer Restricted Securities pursuant to a Registration Statement exceeds (i)
the amount paid by such Participant for such Transfer Restricted Securities and
(ii) the amount of any damages that such Participant, its directors, officers
or any Person who controls such Participant has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission.



          (c) In case any action shall be commenced involving any person in respect
of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"indemnified party”), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the “indemnifying person”) in
writing (however, the failure to notify the indemnifying party



18









 





shall not relieve it from liability hereunder except to the extent it is
materially prejudiced by such failure and shall not relieve if from liability
it may have other than under this Agreement) and the indemnifying party shall
assume the defense of such action, including the employment of counsel
reasonably satisfactory to the indemnified party and the payment of all fees
and expenses of such counsel, as incurred (except that in the case of any
action in respect of which indemnity may be sought pursuant to both Sections
8(a) and 8(b), a Participant shall not be required to assume the defense of
such action pursuant to this Section 8(c), but may employ separate counsel and
participate in the defense thereof, but the fees and expenses of such counsel,
except as provided below, shall be at the expense of the Participant). Any
indemnified party shall have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the indemnified party unless (i) the
employment of such counsel has been specifically authorized in writing by the
indemnifying party, (ii) the indemnifying party has failed to assume the
defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party has been advised by such counsel that there
may be one or more legal defenses available to it which are different from or
additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such
action on behalf of the indemnified party). In any such case, the indemnifying
party shall not, in connection with any one action or separate but
substantially similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) for all indemnified parties and all such fees and expenses shall be
reimbursed as they are incurred. Such firm shall be designated in writing by
Participants who sold a majority of the Transfer Restricted Securities sold by
all Participants, in the case of the parties indemnified pursuant to Section
8(a), and by the Company and the Guarantors, in the case of parties indemnified
pursuant to Section 8(b). The indemnifying party shall indemnify and hold
harmless the indemnified party from and against any and all losses, claims,
damages, liabilities and judgments by reason of any settlement of any action
(i) effected with its written consent or (ii) effected without its written
consent if the settlement is entered into more than 20 business days after the
indemnifying party has received a request from the indemnified party for
reimbursement for the fees and expenses of counsel (in any case where such fees
and expenses are at the expense of the indemnifying party) and, prior to the
date of such settlement, the indemnifying party has failed to comply with such
reimbursement request. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement or compromise of, or
consent to the entry of judgment with respect to, any pending or threatened
action in respect of which the indemnified party is or could have been a party
and indemnity or contribution may be or could have been sought hereunder by the
indemnified party, unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability on claims
that are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified
party.




          (d) To the extent that the indemnification provided for in this Section 8
is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a



19









 





result of such losses, claims, damages, liabilities or judgments (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company and the Guarantors on the one hand, and the Participants, on the
other hand, from their initial sale of Transfer Restricted Securities (or in
the case of Series B Notes that are Transfer Restricted Securities, the sale of
the Series A Notes for which such Series B Notes were exchanged) or (ii) if the
allocation provided by clause 8(d)(i) is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause 8(d)(i) above but also the relative fault of the Company
and the Guarantors, on the one hand, and of the Participants, on the other
hand, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or judgments, as well as any other
relevant equitable considerations. The relative fault of the Company and the
Guarantors, on the one hand, and of the Participants, on the other hand, 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 such
Guarantor, on the one hand, or by the Participants, 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 judgments
referred to above shall be deemed to include, subject to the limitations set
forth in the second paragraph of Section 8(a), 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, by its acquisition of Transfer Restricted
Securities, each Participant agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro rata
allocation (even if the Participants 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 judgments referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other fees or expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any matter, including any action that could have given rise to such
losses, claims, damages, liabilities or judgments. Notwithstanding the
provisions of this Section 8, no Participant, its directors, its officers or
any Person, if any, who controls such Participant shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the
total received by such Participant with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Participant for such Transfer Restricted Securities and
(ii) the amount of any damages which such Participant 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 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Particpants’ obligations to contribute pursuant to this
Section 8(d) are several in proportion to the respective principal amount of
Transfer Restricted Securities held by each Participant hereunder and not
joint.



20









 





SECTION 9. RULE 144A AND RULE 144




          The Company and each Guarantor agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding and during any period in
which the Company or such Guarantor (i) is not subject to Section 13 or 15(d)
of the Exchange Act, or no longer files reports required to be filed under
Section 13 or 15(d) of the Exchange Act as if the Company were required to file
such reports, to make available, upon request of any Holder, to such Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
designated by such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of
the Exchange Act, to make all filings required thereby in a timely manner in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144.



SECTION 10. MISCELLANEOUS




          (a) Remedies. The Company and the Guarantors acknowledge and agree that
any failure by the Company and/or the Guarantors to comply with their
respective obligations under Sections 3 and 4 hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is
no adequate remedy at law, that it will not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Company’s and the Guarantors’ obligations under
Sections 3 and 4 hereof. The Company and the Guarantors further agree to waive
the defense in any action for specific performance that a remedy at law would
be adequate.



          (b) No Inconsistent Agreements. The Company and the Guarantors will not,
on or after the date of this Agreement, enter into any agreement with respect
to their respective securities that is inconsistent with the rights granted to
the Holders in this Agreement or otherwise conflicts with the provisions hereof
The Company and the Guarantors have not previously entered into any agreement
granting any registration rights with respect to their respective securities to
any Person that would require such securities to be included in any
Registration Statement filed hereunder. 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 and 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 of, consents to or departures
from the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities (excluding Transfer Restricted Securities held
by the Company or its Affiliates). Notwithstanding the foregoing, a waiver of,
consent to or departures from the provisions hereof that relates exclusively to
the rights of Holders whose Transfer Restricted Securities are being tendered
pursuant to the Exchange Offer, and that does not affect directly or indirectly
the rights of other Holders whose Transfer Restricted Securities are not being
tendered



21









 





pursuant to such Exchange Offer, may be given by the Holders of a majority
of the outstanding principal amount of Transfer Restricted Securities subject
to such Exchange Offer.




          (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 or any of the Guarantors:



	 	 	 
	

	 	Park-Ohio Industries, Inc.
	

	 	23000 Euclid Avenue
	

	 	Cleveland, Ohio 44117
	

	 	Attention: Robert D. Vilsack, Esq.
	

	 	Fax: (216) 692-6877
	 
	 	 
	

	 	With a copy to:
	 
	 	 
	

	 	Jones Day
	

	 	901 Lakeside Avenue
	

	 	Cleveland, Ohio 44114
	

	 	Attention: Christopher M. Kelly, Esq.
	

	 	Fax: (216) 579-0212







          All such notices and communications shall be deemed to have been duly
given at the time delivered by hand, 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; provided, however, that this Agreement shall not inure to
the benefit of or be binding upon a successor or assign of a Holder unless and
to the extent such successor or assign acquired Transfer Restricted Securities
from such Holder; provided further that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Transfer Restricted
Securities in violation of the terms hereof or of the Purchase Agreement or the
Indenture. If any transferee of any Holder shall acquire Transfer Restricted
Securities in any manner, whether by operation of law or otherwise, such
Transfer Restricted Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Transfer Restricted 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, including the
restrictions on resale set forth in this Agreement and, if applicable, the
Purchase Agreement, and such Person shall be entitled to receive the benefits
hereof and shall have the



22









 





right to enforce this Agreement directly to the extent such Person may
deem such enforcement necessary or advisable to protect such Person’s rights
hereunder.




          (f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.



          (g) Headings. The headings in this Agreement are for convenience of
reference only 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
CONFLICT 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 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 and the
Guarantors with respect to the Transfer Restricted Securities. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.



23









 





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



	 	 	 
	Park-Ohio
Industries, Inc.
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: General Counsel and Secretary
	 
	 	 
	Ajax Tocco Magnethermic Corporation
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	ATBD, Inc.
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	Blue Falcon Travel, Inc.
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	Columbia Nut & Bolt LLC
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary







24









 






	 	 	 
	Control Transformer, Inc.
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	Donegal Bay Ltd.
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	Feco, Inc.
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	Forging Parts & Machining Company
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	GAMCO Components Group LLC
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	Gateway Industrial Supply LLC
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary







25









 






	 	 	 
	General Aluminum Mfg. Company
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	ILS Technology LLC
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	Integrated Logistics Holding Company
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	Integrated Logistics Solutions LLC
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	Lallegro, Inc.
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	Lewis & Park Screw & Bolt Company
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary







26









 






	 	 	 
	Park Avenue Travel
Ltd.
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	Park-Ohio Forged & Machined Products LLC
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	Park-Ohio Products, Inc.
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	Pharmaceutical Logistics, Inc.
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	Pharmacy Wholesale Logistics, Inc.
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	PMC – Colinet, Inc.
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary







27









 






	 	 	 
	PMC Industries Corp.
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	P-O Realty LLC
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	POVI L.L.C.
	 
	 	 
	By: Park-Ohio
Industries, Inc.,its sole member
	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	Precision Machining Connection LLC
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	RB&W Ltd.
	 
	 	 
	By: RB&W Manufacturing LLC, its sole member
	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	RB&W Manufacturing LLC
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary







28









 






	 	 	 
	Red Bird, Inc.
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	Southwest Steel Processing LLC
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	Summerspace, Inc.
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	The Ajax Manufacturing Company
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	The Clancy Bing Company
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	Tocco, Inc.
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary







29









 






	 	 	 
	Trickeration, Inc.
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary
	 
	 	 
	WB&R Acquisition Company, Inc.
	 
	 	 
	By

	 	/s/ Robert D. Vilsack
	

	 	

	

	 	Name: Robert D. Vilsack
	

	 	Title: Secretary







	 	 	 	 	 



30









 






	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



Accepted:




LEHMAN BROTHERS INC.

J.P. MORGAN SECURITIES INC.

CIBC WORLD MARKETS CORP.

McDONALD INVESTMENTS INC.



By LEHMAN BROTHERS INC., as Authorized Representative




	 	 	 
	By:

	 	/s/ Stephen Mehos



	

	 	Name: Stephen Mehos
	

	 	Title: Managing Director







31









 






SCHEDULE A




GUARANTORS




	 	 	 
	 	 	State of Incorporation
	Entity
	 	or Organization

	Ajax Tocco Magnethermic Corporation

	 	Ohio
	ATBD, Inc.

	 	Ohio
	Blue Falcon Travel, Inc.

	 	Alabama
	Columbia Nut & Bolt LLC

	 	Ohio
	Control Transformer, Inc.

	 	Ohio
	Donegal Bay Ltd.

	 	Ohio
	Feco, Inc.

	 	Illinois
	Forging Parts & Machining Company

	 	Ohio
	GAMCO Components Group LLC

	 	Ohio
	Gateway Industrial Supply LLC

	 	Ohio
	General Aluminum Mfg. Company

	 	Ohio
	ILS Technology LLC

	 	Ohio
	Integrated Logistics Holding Company

	 	Ohio
	Integrated Logistics Solutions LLC

	 	Ohio
	Lallegro, Inc.

	 	Delaware
	Lewis & Park Screw & Bolt Company

	 	Ohio
	Park Avenue Travel Ltd.

	 	Ohio
	Park-Ohio Forged & Machined Products LLC

	 	Ohio
	Park-Ohio Products, Inc.

	 	Ohio
	Pharmaceutical Logistics, Inc.

	 	Ohio
	Pharmacy Wholesale Logistics, Inc.

	 	Ohio
	PMC Industries Corp.

	 	Ohio
	PMC-Colinet, Inc.

	 	Ohio
	P-O Realty LLC

	 	Ohio
	POVI L.L.C.

	 	Ohio
	Precision Machining Connection LLC

	 	Ohio
	RB&W Ltd.

	 	Ohio
	RB&W Manufacturing LLC

	 	Ohio
	Red Bird, Inc.

	 	Ohio
	Southwest Steel Processing LLC

	 	Ohio
	Summerspace, Inc.

	 	Ohio
	The Ajax Manufacturing Company

	 	Ohio
	The Clancy Bing Company

	 	Pennsylvania
	Tocco, Inc.

	 	Alabama
	Trickeration, Inc.

	 	Ohio
	WB&R Acquisition Company, Inc.

	 	Pennsylvania







A-1