Exhibit 4.2


 


REGISTRATION RIGHTS AGREEMENT


 


 


by and among


 


 


Oshkosh Corporation


and the Guarantors party hereto


 


 


and


 


 


Banc of America Securities LLC


as representative of the Initial Purchasers




 


Dated as of March 3, 2010


 

















 


REGISTRATION RIGHTS
AGREEMENT


 


This Registration Rights Agreement (this “Agreement”)
is made and entered into as of March 3, 2010, by and among Oshkosh
Corporation, a Wisconsin corporation (the “Company”), the guarantors named in
the Purchase Agreement (as defined below) (collectively, the “Guarantors”), and
Banc of America Securities LLC on behalf of and as representative of the
initial purchasers listed on Schedule A to the Purchase Agreement
(collectively, the “Initial Purchasers”), each of whom has agreed to purchase
the Company’s 81⁄4% Senior Notes due 2017 (the “Initial Notes due 2017”) and 81⁄2%
Senior Notes due 2020 (the “Initial Notes due 2020” and, together with the
Initial Notes due 2017, the “Initial Notes”) fully and unconditionally
guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase
Agreement.  The Initial Notes and the
Guarantees attached thereto are herein collectively referred to as the “Initial
Securities.”


 


This Agreement is made pursuant to the Purchase
Agreement, dated February 26, 2010 (the “Purchase Agreement”), among the
Company, the Guarantors and the Initial Purchasers (i) for the benefit of
the Initial Purchasers and (ii) for the benefit of the holders from time
to time of the Initial Securities, including the Initial Purchasers.  In order to induce the Initial Purchasers to
purchase the Initial Securities, the Company has agreed to provide the
registration rights set forth in this Agreement.  The execution and delivery of this Agreement
is a condition to the obligations of the Initial Purchasers set forth in Section 5(f) of
the Purchase Agreement.


 


The parties hereby agree as follows:


 


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


 


Additional Interest:  As defined in Section 5
hereof.


 


Advice:  As defined in
Section 6(c) hereof.


 


Agreement:  As defined in
the preamble hereof.


 


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


 


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


 


Closing Date:  The date of
this Agreement.


 


Commission:  The Securities
and Exchange Commission.


 


Consummate:  A registered Exchange
Offer shall be deemed “Consummated” for purposes of this Agreement upon the
occurrence of (i) the filing and effectiveness under the Securities Act of
the Exchange Offer Registration Statement relating to the Exchange Securities
to be issued in the Exchange Offer, (ii) the maintenance of such
Registration Statement 


 


1

















 


continuously effective and
the keeping of the Exchange Offer open for a period not less than the minimum
period required pursuant to Section 3(b) hereof, and (iii) the
delivery by the Company to the Registrar under the Indenture of Exchange
Securities in the same aggregate principal amount as the aggregate principal
amount of Initial Securities that were validly tendered by Holders thereof
pursuant to the Exchange Offer.


 


Effectiveness Target Date:  As defined in Section 5
hereof.


 


Exchange Act:  Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Commission promulgated thereunder.


 


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


 


Exchange Offer:  An offer by the
Company and the Guarantors registered under the Securities Act pursuant to a
Registration Statement pursuant to which the Company and the Guarantors offer
the Holders of all outstanding Transfer Restricted Securities the opportunity
to exchange all such outstanding Transfer Restricted Securities held by such
Holders for Exchange Securities in an aggregate principal amount equal to the
aggregate principal amount of the Transfer Restricted Securities tendered in
such exchange offer by such Holders.


 


Exchange Offer Registration Statement: 
The Registration Statement relating to the Exchange Offer, including
the related Prospectus.


 


Exchange Offer Registration Statement Suspension Period:  As defined in Section 3(c).


 


Exchange Securities:  The 81⁄4% Senior
Notes due 2017 and 81⁄2% Senior Notes due 2020, of the same series under the
Indenture as the Initial Notes and the Guarantees attached thereto, to be
issued to Holders in exchange for Transfer Restricted Securities pursuant to
this Agreement.


 


FINRA:  Financial Industry
Regulatory Authority, Inc.


 


Guarantees:  As defined in the preamble
hereof.


 


Guarantors:  As defined in the preamble
hereof.


 


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


 


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


 


Indenture:  The Indenture,
dated as of March 3, 2010, by and among the Company, the Guarantors and
Wells Fargo Bank, National Association, as trustee (the “Trustee”), pursuant to
which the Securities are to be issued, as such Indenture is amended or
supplemented from time to time in accordance with the terms thereof.


 


Initial Notes:  As defined in
the preamble hereto.


 


Initial Notes due 2017:  As defined in the preamble hereto.


 


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Initial Notes due 2020:  As defined in the preamble hereto.


 


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


 


Initial Purchasers:  As defined in
the preamble hereto.


 


Initial Securities:  As defined in
the preamble hereto.


 


Notes due 2017:  As
defined in the preamble hereto.


 


Notes due 2020:  As
defined in the preamble hereto.


 


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


 


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


 


Registration Default:  As defined in Section 5
hereof.


 


Registration Statement:  Any
registration statement of the Company relating to (i) an offering of
Exchange Securities pursuant to an Exchange Offer or (ii) the registration
for resale of Transfer Restricted Securities pursuant to the Shelf Registration
Statement, which is filed pursuant to the provisions of this Agreement, in each
case, including the Prospectus included therein, all amendments and supplements
thereto (including post-effective amendments) and all exhibits and material
incorporated by reference therein.


 


Securities:  The Initial
Securities and the Exchange Securities.


 


Securities Act:  Securities Act
of 1933, as amended, and the rules and regulations of the Commission
promulgated thereunder.


 


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


 


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


 


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


 


Transfer Restricted Securities:  Each Initial
Security, until the earliest to occur of (a) the date on which such
Initial Security is exchanged in the Exchange Offer for an Exchange Security
entitled to be resold to the public by the Holder thereof without complying
with the prospectus delivery requirements of the Securities Act, (b) the
date on which such Initial Security has been effectively registered under the
Securities Act and disposed of in accordance with a Shelf Registration
Statement and (c) the date on which such Initial Security is distributed
to the public pursuant to Rule 144 under the Securities Act or by a
Broker-Dealer pursuant to the “Plan of 


 


3

















 


Distribution” contemplated
by the Exchange Offer Registration Statement (including delivery of the
Prospectus contained therein).


 


Trust Indenture Act:  The Trust
Indenture Act of 1939, as amended, and the rules and regulations
promulgated thereunder.


 


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


 


SECTION 2.              Securities
Subject to this Agreement.


 


(a)           Transfer Restricted Securities.  The
securities entitled to the benefits of this Agreement are the Transfer
Restricted Securities.


 


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


 


SECTION 3.              Registered
Exchange Offer.


 


(a)           Unless
the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) hereof have
been complied with),  the Company and the
Guarantors shall (i) file with the Commission within 180 calendar days
after the Closing Date, (or if such 180th day is not a
Business Day, the next succeeding Business Day), a Registration Statement under
the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use
their respective commercially reasonable efforts to cause such Registration
Statement to become effective within 240 calendar days after the Closing Date
(or if such 240th day is not a Business Day, the next succeeding
Business Day), (iii) in connection with the foregoing, (A) file all
pre-effective amendments to such Registration Statement as may be necessary in
order to cause such Registration Statement to become effective, (B) if
applicable, file a post-effective amendment to such Registration Statement
pursuant to Rule 430A under the Securities Act and (C) cause all
necessary filings in connection with the registration and qualification of the
Exchange Securities to be made under the state securities or blue sky laws of
such jurisdictions as are necessary to permit Consummation of the Exchange
Offer, and (iv) promptly following the effectiveness of such Registration
Statement, commence the Exchange Offer. 
The Exchange Offer Registration Statement shall be on the appropriate
form permitting registration of the Exchange Securities to be offered in
exchange for the Transfer Restricted Securities and to permit resales of
Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.


 


(b)           The
Company and the Guarantors shall use their respective commercially reasonable
efforts to cause the Exchange Offer Registration Statement to be effective
continuously until the Exchange Offer is Consummated and shall use their
respective commercially reasonable efforts to 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 after the date
notice of the Exchange Offer is mailed to the Holders.  The 


 


4

















 


Company shall cause the
Exchange Offer to comply with all applicable federal and state securities
laws.  No securities other than the
Exchange Securities shall be included in the Exchange Offer Registration
Statement.  The Company and the
Guarantors shall use their respective commercially reasonable efforts to cause
the Exchange Offer to be Consummated on the earliest practicable date after the
Exchange Offer Registration Statement has become effective, but in no event
later than 366 days after the Closing Date (or if such 366th day is not a Business Day, the next succeeding
Business Day) (the “Exchange Date”).


 


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


 


Each of the Company and the Guarantors shall use
their respective commercially reasonable efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented and amended as
required by the provisions of Section 6(c) hereof to the extent
necessary to ensure that it is available for resales of Initial Securities
acquired by Broker-Dealers for their own accounts as a result of market-making
activities or other trading activities, and to ensure that it conforms in all
material respects with the requirements of this Agreement, the Securities Act
and the policies, rules and regulations of the Commission as announced
from time to time, for a period ending on the earlier of (i) 180 days from
the date on which the Exchange Offer Registration Statement is declared
effective (which 180-day period shall be extended by the length of any Exchange
Offer Registration Statement Suspension Period) and (ii) the date on which
a Broker-Dealer is no longer required to deliver a prospectus in connection
with market-making or other trading activities; provided that the Company may
for a period (the “Exchange Offer Registration Statement Suspension Period”) of
up to 60 days in any three-month period, not to exceed 90 days in any calendar
year determine that the Exchange Offer Registration Statement is not usable
under certain circumstances relating to corporate developments, public filings
with the Commission and similar events, and suspend the use of the prospectus
that is part of the Exchange Offer Registration Statement.


 


The Company shall provide sufficient copies of the
latest version of such Prospectus to Broker-Dealers promptly upon request at
any time during such 180-day (or shorter as provided in the foregoing sentence)
period in order to facilitate such resales.


 


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SECTION 4.              Shelf
Registration.


 


(a)           Shelf Registration.  If
(i) the Company and the Guarantors are not required to file the Exchange
Offer Registration Statement or to Consummate the Exchange Offer because the
Exchange Offer is not permitted by applicable law or Commission policy (after
the procedures set forth in Section 6(a) hereof have been complied
with), (ii) for any reason the Exchange Offer is not Consummated by the
Exchange Date, or (iii) with respect to any Holder of Transfer Restricted
Securities such Holder notifies the Company that (1) such Holder is
prohibited by applicable law or Commission policy from participating in the
Exchange Offer, (2) such Holder notifies the Company within 30 days of the
consummation of the Exchange Offer that such Holder may not resell the Exchange
Securities acquired by it in the Exchange Offer to the public without
delivering a prospectus and that the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
Holder, or (3) such Holder is a Broker-Dealer and holds Initial Securities
acquired directly from the Company or one of its affiliates, then, upon such
Holder’s request, the Company and the Guarantors shall:


 


(x)            cause
to be filed a shelf registration statement pursuant to Rule 415 under the
Securities Act, which may be an amendment to the Exchange Offer Registration
Statement (in either event, the “Shelf Registration Statement”) as promptly as
practicable (such date being the “Shelf Filing Deadline”), which Shelf
Registration Statement shall provide for resales of all Transfer Restricted
Securities the Holders of which shall have provided the information required
pursuant to Section 4(b) hereof; and


 


(y)           use
their respective commercially reasonable efforts to cause such Shelf Registration
Statement to be declared effective by the Commission (or automatically become
effective under the Securities Act) on or before the 90th day after the Shelf
Filing Deadline (or if such 90th day is not a Business Day, the next succeeding
Business Day).


 


The Company and the Guarantors shall use their
respective commercially reasonable efforts to keep such Shelf Registration
Statement continuously effective, supplemented and amended as required by the
provisions of Sections 6(b) and (c) hereof to the extent necessary to
ensure that it is available for resales of Initial Securities by the Holders of
Transfer Restricted Securities entitled to the benefit of this Section 4(a),
and to ensure that it conforms in all material respects with the requirements
of this Agreement, the Securities Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of
at least one year following the effective date of such Shelf Registration
Statement (or such shorter period that will terminate when all the Initial
Securities covered by such Shelf Registration Statement have been sold pursuant
to such Shelf Registration Statement) (which one-year period shall be extended
by the length of any Shelf Registration Statement Suspension Period); provided
that the Company may for a period (the “Shelf Registration Statement Suspension
Period”) of up to 60 days in any three-month period, not to exceed 90 days in
any calendar year determine that the Shelf Registration Statement is not usable
under certain circumstances relating to corporate developments, public filings
with the Commission and similar events, and suspend the use of the prospectus
that is part of the Shelf Registration Statement.


 


(b)           Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement.  No
Holder of Transfer Restricted Securities may include any of its 


 


6

















 


Transfer Restricted
Securities in any Shelf Registration Statement pursuant to this Agreement
unless and until such Holder furnishes to the Company in writing, within 20
Business Days after receipt of a request therefor, such information as the
Company may reasonably request for use in connection with any Shelf
Registration Statement or Prospectus or preliminary Prospectus included
therein.  Each Holder as to which any
Shelf Registration Statement is being effected agrees to furnish promptly to
the Company all information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not materially
misleading.


 


SECTION 5.              Additional Interest.  If (i) any of the
Registration Statements required by this Agreement is not filed with the
Commission on or prior to the date specified for such filing in this Agreement,
(ii) any of such Registration Statements has not been declared effective
by the Commission (or automatically become effective under the Securities Act
in the case of a Shelf Registration Statement) on or prior to the date
specified for such effectiveness in this Agreement (the “Effectiveness Target
Date”), (iii) the Exchange Offer has not been Consummated by the Exchange
Date and no Shelf Registration Statement has been declared effective by the
Commission (or automatically become effective under the Securities Act) on or
prior to the Effectiveness Target Date 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 (after the
consummation of the Exchange Offer in the case of the Exchange Offer
Registration Statement) for a period in excess of five Business Days without
being succeeded immediately by a post-effective amendment to such Registration
Statement that cures such failure and that is itself immediately declared
effective (each such event referred to in clauses (i) through (iv), a “Registration
Default”), the Company hereby agrees that the interest rate borne by the
Transfer Restricted Securities shall be increased by 0.25% per annum during the
90-day period immediately following the occurrence of any Registration Default
(provided that the additional interest on the Transfer Restricted Securities
may not accrue under more than one Registration Default at any one time) and
shall increase by 0.25% per annum during each subsequent 90-day period during
which such Registration Default continues (any such increase, “Additional
Interest”), but in no event shall such Additional Interest exceed 1.00% per
annum.  Following the cure of all
Registration Defaults relating to any particular Transfer Restricted
Securities, the interest rate borne by the relevant Transfer Restricted
Securities will be reduced to the original interest rate borne by such Transfer
Restricted Securities; provided, however,
that, if after any such reduction in interest rate, a different Registration
Default occurs, the interest rate borne by the relevant Transfer Restricted
Securities shall again be increased pursuant to the foregoing provisions.


 


All obligations of the Company and the Guarantors
set forth in the preceding paragraph that are outstanding with respect to any
Transfer Restricted Security at the time such security ceases to be a Transfer
Restricted Security shall survive until such time as all such obligations with
respect to such security shall have been satisfied in full.


 


The Additional Interest set forth above shall be the
exclusive monetary remedy available to Holders for each Registration Default.


 


7

















 


SECTION 6.              Registration
Procedures.


 


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


 


(i)      If
in the reasonable opinion of counsel to the Company there is a question as to
whether the Exchange Offer is permitted by applicable law, the Company and the
Guarantor hereby agree to use their respective commercially reasonable efforts
to 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 Initial Securities.  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 action to effect a change of Commission policy.  The Company and the Guarantors hereby agree,
however, to (A) participate in telephonic conferences with the Commission,
(B) deliver 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
pursue a favorable resolution by the Commission staff of such submission.


 


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


 


8

















 


such Holder in exchange for
Initial Securities acquired by such Holder directly from the Company.


 


(b)           Shelf Registration Statement.  In
connection with the Shelf Registration Statement, the Company and the
Guarantors shall comply with all the provisions of Section 6(c) hereof
and shall 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,
and pursuant thereto the Company and the Guarantors will as expeditiously as is
commercially reasonably practicable prepare and file with the Commission a
Registration Statement relating to the registration on any appropriate form
under the Securities Act, which form shall be available for the sale of the
Transfer Restricted Securities in accordance with the intended method or
methods of distribution thereof, in accordance with the provisions of Section 4.


 


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


 


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


 


(ii)     prepare
and file with the Commission such amendments and post-effective amendments to
the applicable Registration Statement as may be necessary to keep the
Registration Statement effective for the applicable period set forth in Section 3
or 4 hereof, as applicable, or such shorter period as will terminate when all
Transfer Restricted Securities covered by such Registration Statement have been
sold; cause the Prospectus to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 under
the Securities Act, and to comply in all material respects with the applicable
provisions of Rules 424 and 430A under the 


 


9

















 


Securities Act in a timely
manner; and comply with the provisions of the Securities Act with respect to
the disposition of all securities covered by such Registration Statement during
the applicable period in accordance with the intended method or methods of
distribution by the sellers thereof set forth in such Registration Statement or
supplement to the Prospectus;


 


(iii)    in
the case of a Shelf Registration Statement, advise the underwriter(s), if any,
and selling Holders named in any Registration Statement promptly and, if
requested by such Persons, to confirm such advice in writing, (A) when the
Prospectus or any prospectus supplement or post-effective amendment has been
filed, and, with respect to any Registration Statement or any post-effective
amendment thereto, when the same has become effective, (B) of any request
by the Commission for amendments to the Registration Statement or amendments or
supplements to the Prospectus or for additional information relating thereto, (C) of
the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement under the Securities Act or of the suspension by
any state securities commission of the qualification of the Transfer Restricted
Securities for offering or sale in any jurisdiction, or the initiation of any
proceeding for any of the preceding purposes, and (D) of the existence of
any fact or the happening of any event that makes any statement of a material
fact made in the Registration Statement, the Prospectus, any amendment or
supplement thereto, or any document incorporated by reference therein untrue,
or that requires the making of any additions to or changes in the Registration
Statement or the Prospectus in order to make the statements therein not
misleading.  If at any time the
Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, or any state securities commission or other regulatory
authority shall issue an order suspending the qualification or exemption from
qualification of the Transfer Restricted Securities under state securities or
blue sky laws, 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;


 


(iv)    furnish
without charge to each of the Initial Purchasers, each selling Holder named in
any Registration Statement, and each of the underwriter(s), if any, before
filing with the Commission, copies of any Registration Statement or any
Prospectus included therein or any amendments or supplements to any such
Registration Statement or Prospectus (including all documents incorporated by
reference after the initial filing of such Registration Statement), which
documents will be subject to the review and comment of such Holders and
underwriter(s) in connection with such sale, if any, for a period of at
least 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 (but shall not be required to amend any document
previously filed with the Commission and incorporated by reference thereto) to
which an Initial Purchaser of Transfer Restricted Securities covered by such
Registration Statement or the underwriter(s), if any, shall reasonably object
in writing within five Business Days after the receipt thereof (such objection
to be deemed timely made upon confirmation of telecopy transmission within such
period).  The objection of an Initial
Purchaser or underwriter, if any, shall be deemed to be reasonable if such
Registration Statement, 


 


10

















 


amendment, Prospectus or
supplement, as applicable, as proposed to be filed, contains a material
misstatement or omission;


 


(v)           promptly
prior to the filing of any document that is to be incorporated by reference
into a Registration Statement or Prospectus, provide copies of such document to
the Initial Purchasers, each selling Holder named in any Registration
Statement, and to the underwriter(s), if any, make the Company’s and the
Guarantors’ representatives available for discussion of such document and other
customary due diligence matters, and include such information in such document
prior to the filing thereof as such selling Holders or underwriter(s), if any,
reasonably may request;


 


(vi)          make
available at reasonable times for inspection by the Initial Purchasers, the
managing underwriter(s), if any, participating in any disposition pursuant to
such Registration Statement and any attorney or accountant retained by such
Initial Purchasers or any of the underwriter(s), all financial and other
records, pertinent corporate documents and properties of each of the Company
and the Guarantors reasonably requested to be made available and cause the
Company’s and the Guarantors’ officers, directors and employees to supply all
information reasonably requested by any such Holder, underwriter, 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
and to participate in meetings with investors to the extent reasonably
requested by the managing underwriter(s), if any;


 


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


 


(viii)        cause
the Transfer Restricted Securities covered by the Registration Statement to be
rated with the appropriate rating agencies, if so requested by the Holders of a
majority in aggregate principal amount of Securities covered thereby or the
underwriter(s), if any;


 


(ix)           furnish
to each Initial Purchaser, each selling Holder and each of the underwriter(s),
if any, without charge, at least one copy of the Registration Statement, as
first filed with the Commission, and of each amendment thereto, including
financial statements and schedules (but without documents incorporated by
reference therein and all exhibits thereto, unless requested);


 


11
















 


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


 


(xi)                                enter into such
customary agreements (including an underwriting agreement), and take all such
other actions in connection therewith in order to expedite or facilitate the
disposition of the Transfer Restricted Securities pursuant to any Registration
Statement contemplated by this Agreement, all to such extent as may be
reasonably requested by any Initial Purchaser or by any Holder of Transfer
Restricted Securities or underwriter in connection with any sale or resale
pursuant to any Registration Statement contemplated by this Agreement; and in
connection with any offering pursuant to a Shelf Registration Statement whether
or not an underwriting agreement is entered into and whether or not the
registration is an Underwritten Registration, the Company and the Guarantors
shall:


 


(A)                              furnish to each Initial
Purchaser, each selling Holder and each underwriter, if any, in such substance
and scope as they may request and as are customarily made by issuers to
underwriters in primary underwritten offerings, upon the date of the
Consummation of the Exchange Offer or, if applicable, the effectiveness of the
Shelf Registration Statement:


 


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


 


(2)                                  an opinion, dated the date
of the Shelf Registration Statement, as the case may be, of counsel for the
Company and the Guarantors, covering the matters set forth in Section 5(c) of
the Purchase Agreement and such other matter as such parties 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, representatives of the
underwriter(s), if any, and counsel to the underwriter(s), if any, in
connection with the preparation of such Registration Statement and the related
Prospectus and have considered the matters required to be stated


 


12

















 


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, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or that the Prospectus
contained in such Registration Statement as of its date contained an untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements therein 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 effectiveness of the Shelf Registration Statement, from the
Company’s independent accountants, in the customary form and covering matters
of the type customarily requested to be covered in comfort letters by
underwriters in connection with primary underwritten offerings, and covering or
affirming the matters set forth in the comfort letters delivered pursuant to Section 5(a) of
the Purchase Agreement, without exception;


 


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


 


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


 


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


 


(xii)                             prior to any
public offering of Transfer Restricted Securities, cooperate with the selling
Holders, the underwriter(s), if any, and their respective counsel in connection
with the registration and qualification of the Transfer Restricted Securities
under the state securities or blue sky laws of such jurisdictions as the
selling Holders or underwriter(s), if any, may reasonably request and do any
and all other acts or things 


 


13

















 


reasonably necessary or
advisable to enable the disposition in such jurisdictions of the Transfer
Restricted Securities covered by the Shelf Registration Statement; provided,
however, that neither the Company nor any Guarantor shall be required to
register or qualify as a foreign entity where it is not then so qualified or to
take any action that would subject it to the service of process in suits or to
taxation, other than as to matters and transactions relating to the
Registration Statement, in any jurisdiction where it is not then so subject;


 


(xiii)                          shall issue,
upon the request of any Holder of Initial Securities covered by the Shelf
Registration Statement, Exchange Securities having an aggregate principal
amount equal to the aggregate principal amount of Initial Securities
surrendered to the Company by such Holder in exchange therefor or being sold by
such Holder; such Exchange Securities to be registered in the name of such
Holder or in the name of the purchaser(s) of such Securities, as the case
may be; in return, the Initial Securities held by such Holder shall be
surrendered to the Company for cancellation;


 


(xiv)                         cooperate with
the selling Holders and the underwriter(s), if any, to facilitate the timely
preparation and delivery of certificates representing Transfer Restricted
Securities to be sold and not bearing any restrictive legends; and enable such
Transfer Restricted Securities to be in such denominations and registered in
such names as the Holders or the underwriter(s), if any, may request at least
two Business Days prior to any sale of Transfer Restricted Securities made by
such Holders or underwriter(s);


 


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


 


(xvi)                         if any fact or
event contemplated by Section 6(c)(iii)(D) hereof shall exist or have
occurred, prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus (or file with the Commission a document to be
incorporated by reference into the Registration Statement) so that, as
thereafter delivered to the purchasers of Transfer Restricted Securities, the
Prospectus will not contain an untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein not
misleading;


 


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


 


(xviii)                   cooperate and assist in any
filings required to be made with FINRA and in the performance of any due
diligence investigation by any underwriter (including any 


 


14





















 


“qualified independent
underwriter”) that is required to be retained in accordance with the rules and
regulations of FINRA;


 


(xix)                           otherwise use
their respective commercially reasonable efforts to comply in all material
respects with all applicable rules and regulations of the Commission, and
make generally available to its security holders, as soon as reasonably
practicable, a consolidated earnings statement meeting the requirements of Rule 158  under the Securities Act (which need not be
audited) for the twelve-month period (A) commencing at the end of any
fiscal quarter in which Transfer Restricted Securities are sold to underwriters
in a firm commitment or best efforts Underwritten Offering or (B) if not
sold to underwriters in such an offering, beginning with the first month of the
Company’s first fiscal quarter commencing after the effective date of the
Registration Statement;


 


(xx)                              cause the
Indenture to be qualified under the Trust Indenture Act not later than the
effective date of the first Registration Statement required by this Agreement,
and, in connection therewith, cooperate with the Trustee and the Holders of
Securities to effect such changes to the Indenture as may be required for such
Indenture to be so qualified in accordance with the terms of the Trust
Indenture Act; and to execute and use 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;


 


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


 


(xxii)                        provide
promptly to each Holder upon request each document filed with the Commission
pursuant to the requirements of Section 13 and Section 15 of the
Exchange Act.


 


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


 


15

















 


and including the date when
each selling Holder covered by such Registration Statement shall have received
the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi)
hereof or shall have received the Advice; provided, however, that no such extension shall be taken
into account in determining whether Additional Interest is due pursuant to Section 5
hereof or the amount of such Additional Interest, it being agreed that the
Company’s option to suspend use of a Registration Statement pursuant to this
paragraph shall be treated as a Registration Default for purposes of Section 5
hereof.


 


SECTION 7.                                          Registration
Expenses.


 


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


 


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


 


(b)                                 In connection with any
Registration Statement required by this Agreement (including, without
limitation, the Exchange Offer Registration Statement and the Shelf
Registration Statement), the Company and the Guarantors, jointly and severally,
will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities
being tendered in the Exchange Offer and/or resold pursuant to the “Plan of
Distribution” contained in the Exchange Offer Registration Statement or
registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be
Mayer Brown LLP or such other counsel as may be chosen by the Holders of a
majority in principal amount of the Transfer Restricted Securities for whose
benefit such Registration Statement is being prepared.


 


16

















 


SECTION 8.                                          Indemnification.


 


(a)                                  The Company and the
Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each
Holder and (ii) each Person, if any, who controls (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) any Holder (any
of the Persons referred to in this clause (ii) being hereinafter referred
to as a “controlling person”) and (iii) the respective officers,
directors, partners, employees, representatives and agents of any Holder or any
controlling person (any Person referred to in clause (i), (ii) or (iii) may
hereinafter be referred to as an “Indemnified Holder”), to the fullest extent
lawful, from and against any and all losses, claims, damages, liabilities,
judgments, actions and expenses (including, without limitation, and as
incurred, reimbursement of all reasonable costs of investigating, preparing,
pursuing, settling, compromising, paying or defending any claim or action, or
any investigation or proceeding by any governmental agency or body, commenced
or threatened, including the reasonable fees and expenses of counsel to any
Indemnified Holder), joint or several, directly or indirectly caused by,
related to, based upon, arising out of or in connection with any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement or Prospectus (or any amendment or supplement thereto),
or any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities or
expenses are caused by an untrue statement or omission or alleged untrue
statement or omission that is made in reliance upon and in conformity with
information relating to any of the Holders furnished in writing to the Company
by any of the Holders expressly for use therein.  This indemnity agreement shall be in addition
to any liability which the Company or any of the Guarantors may otherwise have.


 


In case any action or proceeding (including any
governmental or regulatory investigation or proceeding) shall be brought or
asserted against any of the Indemnified Holders with respect to which indemnity
may be sought against the Company or the Guarantors, such Indemnified Holder
(or the Indemnified Holder controlled by such controlling person) shall
promptly notify the Company and the Guarantors in writing; provided, however,
that the failure to give such notice shall not relieve the Company or any
Guarantor of its obligations pursuant to this Agreement.  Such Indemnified Holder shall have the right
to employ its own counsel in any such action and the fees and expenses of such
counsel shall be paid, as incurred, by the Company and the Guarantors
(regardless of whether it is ultimately determined that an Indemnified Holder
is not entitled to indemnification hereunder). 
The Company and the Guarantors shall not, in connection with any one
such action or proceeding or separate but substantially similar or related
actions or proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) at
any time for such Indemnified Holders, which firm shall be designated by the
Holders.  The Company and the Guarantors
shall be liable for any settlement of any such action or proceeding effected
with the Company’s and the Guarantors’ prior written consent, which consent
shall not be withheld unreasonably, and the Company and the Guarantors agree to
indemnify and hold harmless any Indemnified Holder from and against any loss,
claim, damage, liability or expense by reason of any settlement of any action
effected with the written consent of the Company and the Guarantors.  The Company and the Guarantors shall not,
without the prior written consent of each Indemnified Holder, settle or
compromise or 


 


17

















 


consent to the entry of
judgment in or otherwise seek to terminate any pending or threatened action,
claim, litigation or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not any Indemnified Holder is
a party thereto), unless such settlement, compromise, consent or termination (i) includes
an unconditional release of each Indemnified Holder from all liability arising
out of such action, claim, litigation or proceeding and (ii) does not
include any statements as to or any findings of fault, culpability or failure
to act by or on behalf of any Indemnified Holder.


 


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


 


(c)                                  If the indemnification
provided for in this Section 8 is unavailable to an indemnified party
under Section 8(a) or (b) hereof (other than by reason of
exceptions provided in those Sections) in respect of any losses, claims,
damages, liabilities, judgments, actions or expenses referred to therein, then
each applicable indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Guarantors, on the one hand, and the Holders, on the other
hand, from the Initial Placement (which in the case of the Company and the
Guarantors shall be deemed to be equal to the total gross proceeds to the
Company and the Guarantors from the Initial Placement), the amount of
Additional Interest which did not become payable as a result of the filing of
the Registration Statement resulting in such losses, claims, damages,
liabilities, judgments actions or expenses, and such Registration Statement, or
if such allocation is not permitted by applicable law, the relative fault of
the Company and the Guarantors, on the one hand, and the Holders, on the other
hand, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations.  The relative
fault of the Company on the one hand and of the Indemnified Holder on the other
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or any
of the Guarantors, on the one hand, or the Indemnified Holders, on the other
hand, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.  The amount paid or payable by a party as a
result of the 


 


18

















 


losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include, subject
to the limitations set forth in the second paragraph of Section 8(a) hereof,
any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim.


 


The Company, the Guarantors and each Holder of
Transfer Restricted Securities agree that it would not be just and equitable if
contribution pursuant to this Section 8(c) were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an indemnified
party as a result of the losses, claims, damages, liabilities or expenses
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. 
Notwithstanding the provisions of this Section 8, none of the
Holders (and its related Indemnified Holders) shall be required to contribute,
in the aggregate, any amount in excess of the amount by which the total price
at which the Initial Securities or Exchange Securities sold by such Holder
exceeds the amount of any damages which such Holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission.


 


No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.  The Holders’
obligations to contribute pursuant to this Section 8(c) are several
in proportion to the respective principal amount of Initial Securities held by
each of the Holders hereunder and not joint.


 


SECTION 9.                                          Rule 144A.  The Company and the
Guarantors hereby agree with each Holder, for so long as any Transfer
Restricted Securities remain outstanding, if the Company is no longer required
to file reports under the Exchange Act, to make available upon request to any
Holder or beneficial owner of Transfer Restricted Securities in connection with
any sale thereof and any prospective purchaser of such Transfer Restricted
Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Securities Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A under the Securities Act.


 


SECTION 10.                                    Participation
in Underwritten Registrations.  No Holder may
participate in any Underwritten Registration hereunder unless such Holder (a) agrees
to sell such Holder’s Transfer Restricted Securities on the basis provided in
any underwriting arrangements approved by the Persons entitled hereunder to
approve such arrangements and (b) completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents required under the terms of such
underwriting arrangements.


 


SECTION 11.                                    Selection
of Underwriters.  The Holders of
Transfer Restricted Securities covered by the Shelf Registration Statement who
desire to do so may sell such Transfer Restricted Securities in an Underwritten
Offering.  In any such Underwritten
Offering, the investment banker(s) and managing underwriter(s) that
will administer such offering will be selected by the Holders of a majority in
aggregate principal amount of the Transfer Restricted 


 


19

















 


Securities included in such
offering; provided, however, that such investment banker(s) and managing
underwriter(s) must be reasonably satisfactory to the Company.


 


SECTION 12.                                    Miscellaneous.


 


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


 


(b)                                 No Inconsistent Agreements.  The Company and
the Guarantors will not on or after the date of this Agreement enter into any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof.  Neither the Company
nor any of the Guarantors has previously entered into any agreement that
remains in effect and grants any registration rights with respect to its
securities to any Person.  The rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company’s or any of
the Guarantors’ securities under any agreement in effect on the date hereof.


 


(c)                                  Adjustments Affecting the
Securities.  The Company
will not take any action, or permit any change to occur, with respect to the
Securities that would materially and adversely affect the ability of the
Holders to Consummate any Exchange Offer.


 


(d)                                 Amendments and Waivers.  The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to or departures from the provisions hereof may not be given unless the Company
has (i) in the case of Section 5 hereof and this Section 12(d)(i),
obtained the written consent of Holders of all outstanding Transfer Restricted
Securities and (ii) in the case of all other provisions hereof, obtained
the written consent of Holders of a majority of the outstanding principal
amount of Transfer Restricted Securities (excluding any Transfer Restricted
Securities held by the Company or its affiliates).  Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the
rights of Holders whose securities are being tendered pursuant to the Exchange
Offer and that does not affect directly or indirectly the rights of other
Holders whose securities are not being tendered pursuant to such Exchange Offer
may be given by the Holders of a majority of the outstanding principal amount
of Transfer Restricted Securities being tendered or registered; provided,
however, that, with respect to any matter that directly or indirectly affects
the rights of any Initial Purchaser hereunder, the Company shall obtain the
written consent of each such Initial Purchaser with respect to which such
amendment, qualification, supplement, waiver, consent or departure is to be
effective.


 


(e)                                  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


 


20

















 


(ii)                                  if to the Company or any
Guarantor:


 


Oshkosh
Corporation


2307
Oregon Street


Oshkosh,
Wisconsin 54902


Telecopier
No.:  (920) 966-5955


Attention:  Executive Vice President, General Counsel and
Secretary


 


With
a copy to:


 


Foley &
Lardner LLP


777
E. Wisconsin Ave


Milwaukee,
WI 53202


Telecopier
No.:  (414) 297-4900


Attention:  Patrick G. Quick, Esq.


 


All such notices and communications shall be deemed
to have been duly given:  at the time
delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt acknowledged, if telecopied; and on the next Business
Day, if timely delivered to an air courier guaranteeing overnight delivery.


 


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


 


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


 


(g)                                 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.


 


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


 


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


 


(j)                                     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 


 


21

















 


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.


 


(k)                                  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 with respect to
the Transfer Restricted Securities.  This
Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.


 


[Signature
Pages Follow]


 


22

















 


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


 


	
   

  	
  OSHKOSH
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David M. Sagehorn

  
	
   

  	
   

  	
  David
  M. Sagehorn

  
	
   

  	
   

  	
  Executive
  Vice President, Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ACCESS
  FINANCIAL SOLUTIONS, INC.

  
	
   

  	
  AUDUBON
  MANUFACTURING CORPORATION

  
	
   

  	
  CONCRETE
  EQUIPMENT COMPANY, INC.

  
	
   

  	
  FULTON
  INTERNATIONAL, INC.

  
	
   

  	
  IOWA
  CONTRACT FABRICATORS, INC.

  
	
   

  	
  IOWA
  MOLD TOOLING CO., INC.

  
	
   

  	
  JERRDAN
  CORPORATION

  
	
   

  	
  JLG
  EQUIPMENT SERVICES, INC.

  
	
   

  	
  JLG
  INDUSTRIES, INC.

  
	
   

  	
  JLG
  OMNIQUIP, INC.

  
	
   

  	
  KEWAUNEE
  FABRICATIONS, L.L.C.

  
	
   

  	
  McNEILUS
  COMPANIES, INC.

  
	
   

  	
  McNEILUS
  FINANCIAL, INC.

  
	
   

  	
  McNEILUS
  TRUCK AND MANUFACTURING, INC.

  
	
   

  	
  MEDTEC
  AMBULANCE CORPORATION

  
	
   

  	
  OSHKOSH
  SPECIALTY VEHICLES, INC.

  
	
   

  	
  PIERCE
  MANUFACTURING INC.

  
	
   

  	
  VIKING TRUCK & EQUIPMENT SALES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David M. Sagehorn

  
	
   

  	
   

  	
  David
  M. Sagehorn

  
	
   

  	
   

  	
  Executive
  Vice President, Chief Financial Officer

  



 

















 


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


 


	
  BANC
  OF AMERICA SECURITIES LLC

  
	
  GOLDMAN,
  SACHS & CO.

  
	
  J.P.
  MORGAN SECURITIES INC.

  
	
  SUNTRUST
  ROBINSON HUMPHREY, INC.

  
	
  WELLS
  FARGO SECURITIES, LLC

  
	
  BNP
  PARIBAS SECURITIES CORP.

  
	
  CREDIT
  AGRICOLE SECURITIES (USA) INC.

  
	
  PNC
  CAPITAL MARKETS LLC

  
	
  RBS
  SECURITIES INC.

  
	
  TD
  SECURITIES (USA) LLC

  



 


	
   

  	
   

  
	
  By:

  	
  Banc
  of America Securities LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Mark Kushemba

  	
   

  
	
   

  	
  Mark
  Kushemba

  	
   

  
	
   

  	
  Vice
  President