exv10w1



 





Exhibit 10.1




REGISTRATION RIGHTS AGREEMENT




by and among




HELIX ENERGY SOLUTIONS GROUP, INC.,




THE GUARANTORS




and




Banc of America Securities LLC

as representative of the Initial Purchasers




Dated as of December 21, 2007




 









 





REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is made and entered into as of December
21, 2007, by and among Helix Energy Solutions Group, Inc., a Minnesota corporation (the “Company”),
each of the guarantors named on Schedule A hereto (the “Guarantors”), Banc of America Securities
LLC, as representative of the initial purchasers listed on Schedule A to the Purchase Agreement
(each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed
to purchase the Company’s 9.5% Senior Notes due 2016 (the “Initial Notes”) pursuant to the Purchase
Agreement (as defined below).



     This Agreement is made pursuant to the Purchase Agreement, dated as of December 18, 2007 (the
“Purchase Agreement”), by and among the Company, the Guarantors and Banc of America Securities LLC,
as representative of the Initial Purchasers, (i) for the benefit of each Initial Purchaser and (ii)
for the benefit of the holders from time to time of the Securities (as defined below) (including
you and each other Initial Purchaser). 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(h) 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.



     Additional Interest Payment Date: With respect to a series of Initial Securities, each
Interest Payment Date for such series of Initial Securities.



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



     Closing Date: The date of this Agreement.



     Commission: The Securities and Exchange Commission.



     Consummate: A registered Exchange Offer shall be deemed “Consummated” with respect to a
series of Initial Securities 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 in exchange for Initial Securities of
such series, (ii) the maintenance of such Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not less than the minimum period required pursuant
to Section 3(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.



 









 





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



     Exchange Notes: The 9.5% Senior Notes due 2016, the same series under the Indenture as the
Initial Notes, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to
this Agreement.



     Exchange Offer: An offer registered under the Securities Act by the Company and the
Guarantors pursuant to a Registration Statement pursuant to which the Company and the Guarantors
shall 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 the aggregate principal amount equal to the aggregate principal amount of the
Transfer Restricted Securities tendered in such exchange offer by such Holders and with terms that
are identical in all respects to the Transfer Restricted Securities (except that the Exchange
Securities will not contain terms with respect to the interest rate step-up provision and transfer
restrictions).



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



     Exchange Securities: The Exchange Notes and the Guarantees attached thereto.



     Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial
Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under
the Securities Act, and to persons in offshore transactions in reliance on Regulation S.



     Freely Tradable: An Initial Security shall be deemed to be “Freely Tradable” at any time of
determination if at such time of determination (i) it may be sold to the public pursuant to Rule
144 under the Securities Act by a person that is not an “affiliate” (as defined in Rule 144 under
the Securities Act) of the Company without regard to any of the conditions specified therein (other
than the holding period requirement in paragraph (d) of Rule 144 so long as such holding period
requirement is satisfied at such time of determination) and (ii) it does not bear any restrictive
legends relating to the Securities Act.



     Guarantees: As defined in the Purchase Agreement.



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



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



     Indenture: The Indenture, dated as of December 21, 2007, 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, but only for so long as such securities
constitute Transfer Restricted Securities.



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



     Initial Purchaser: As defined in the preamble hereto.



     Initial Securities: The Initial Notes and the Guarantees attached thereto.



     Interest Payment Date: As defined in the Indenture and the applicable Securities.



     NASD: National Association of Securities Dealers, Inc.



     Person: An individual, partnership, limited liability company, corporation, trust,
unincorporated organization or other legal entity, 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.



     Record Holder: With respect to any Interest Payment Date relating to the Securities of a
series on which Additional Interest is to be paid, each Person who is a Holder of Securities on the
record date with respect to the Interest Payment Date on which such Additional Interest Payment
Date shall occur.



     Registration Default: As defined in Section 5 hereof.



     Registration Statement: Any Exchange Offer Registration Statement or 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: The Securities Act of 1933, as amended, including the rules and regulations
promulgated thereunder.



     Shelf Filing Deadline: As defined in Section 4 hereof.



     Shelf Registration Statement: As defined in Section 4 hereof.



     Trust Indenture Act: The Trust Indenture Act of 1939, including the rules and regulations
promulgated thereunder, in each case as in effect on the date of the applicable Indenture.



     Transfer Restricted Securities: Each (i) Initial Security, until the earliest to occur of (a)
the date on which such Security is exchanged in the Exchange Offer and 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 Security has been effectively registered under the



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Securities Act and disposed of in accordance with a Shelf Registration Statement and (c) the
date on which such Security is Freely Tradable and (ii) Exchange Security issued to a Broker-Dealer
until the date on which such Security has been distributed by a Broker-Dealer pursuant to the “Plan
of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of
the Prospectus contained therein).



     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) If any of the Initial Securities are not Freely Tradable by the 365th calendar
day following the Closing Date, then, unless the Exchange Offers shall not be permissible under
applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been
complied with), the Company and the Guarantors shall (i) file with the Commission a Registration
Statement with respect to a registered offer to exchange the Initial Securities for Exchange
Securities under the Indenture in the same aggregate principal amount as and with terms that shall
be identical in all respects to the Initial Securities (except that the Exchange Securities shall
not contain terms with respect to the interest rate step-up provision and transfer restrictions),
(ii) use their commercially reasonable best efforts to cause such Registration Statement to become
effective under the Securities Act, (iii) in connection with the foregoing, file (A) 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, 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 Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the
Exchange Offer, and (iv) promptly after such Registration Statement is declared effective, commence
the Exchange Offer or Exchange Offers, as the case may be. 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 Securities held
by Broker-Dealers as contemplated by Section 3(c) below.



     (b) If an Exchange Offer Registration Statement is required pursuant to Section 3(a) above,
the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be
effective continuously and shall use their commercially reasonable best efforts to keep the
Exchange Offer open for not less than 30 calendar days (or longer if required by applicable law)
after the date notice of the Exchange Offer is mailed to the Holders. The Company and the



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Guarantors shall cause each Exchange Offer to comply with all applicable federal and state
securities laws. No securities other than the Securities (and guarantees thereof) shall be
included in the Exchange Offer Registration Statement. If an Exchange Offer Registration Statement
is required pursuant to Section 3(a) above, the Company and the Guarantors shall use their
commercially reasonable best efforts to consummate the Exchange Offer or Exchange Offers, as the
case may be, on or prior to the 365th calendar day following the Closing Date.



     (c) The Company shall indicate in a “Plan of Distribution” section contained in the
Prospectus forming a part of any 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 Securities held by any such Broker-Dealer except to the
extent required by the Commission as a result of a change in policy after the date of this
Agreement.



     If an Exchange Offer Registration Statement is required pursuant to Section 3(a) above, the
Company and the Guarantors shall use their commercially reasonable best efforts to keep the
Exchange Offer Registration Statement continuously effective, supplemented and amended as required
by the provisions of Section 6(c) below to the extent necessary to ensure that it is available for
resales of Securities acquired by Broker-Dealers for their own accounts as a result of
market-making activities or other trading activities, and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from
the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date
on which Broker-Dealers are no longer required to deliver a prospectus in connection with
market-making or other trading activities.



     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.



     Section 4. Shelf Registration.



     (a) Shelf Registration. If any of the Initial Securities are not Freely Tradable by the
365th calendar day after the Closing Date and either (i) the Company and the Guarantors
are not required to file an Exchange Offer Registration Statement or to consummate the Exchange
Offer for a series of Initial Securities because the Exchange Offer is not permitted by applicable
law or Commission policy (after the procedures set forth in Section 6(a) below have been complied



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with), (ii) for any reason the Exchange Offer for a series of Securities is not Consummated
within 365 calendar days following the Closing Date, or (iii) with respect to any Holder of
Transfer Restricted Securities (A) such Holder is prohibited by applicable law or Commission policy
from participating in the Exchange Offer, or (B) 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 (C) 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, at their expense, 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, and in any event on or prior to the 30th calendar day after such
filing obligation arises (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 commercially reasonable best efforts to cause such Shelf Registration
Statement to be declared effective under the Securities Act on or before the
120th calendar day after the Shelf Filing Deadline.



     The Company and the Guarantors shall keep any 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 Securities by the Holders of
Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it
conforms with the requirements of this Agreement, the Securities Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of two years following
the effective date of such Shelf Registration Statement (or such shorter period that will terminate
when all the Securities covered by such Shelf Registration Statement have been sold pursuant to
such 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 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 any of the Initial Securities are not Freely
Tradable by the 365th calendar day after the Closing Date and either (a) the applicable
Exchange Offer is not consummated on or prior to the 365th calendar day following the
applicable Closing Date, (b) a Shelf Registration Statement applicable to the Securities is not
filed or declared effective when



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required, or (c) a Registration Statement applicable to the Securities is declared effective
as required but thereafter fails to remain effective or becomes usable in connection with resales
for more than 30 calendar days (each such event referred to in clauses (a) through (c) above, a
“Registration Default”), the Company shall pay liquidated damages in the form of additional
interest (“Additional Interest”) in cash to each Holder of Securities in an amount equal to 0.25%
per annum of the aggregate principal amount of Securities for the period of occurrence of the
Registration Default until the earlier of all of the Initial Securities being Freely Tradable and
such time as no Registration Default is in effect, which rate shall increase by 0.25% per annum for
each subsequent 90-day period during which such Registration Default continues up to a maximum of
1.0% per annum. Following the cure of all Registration Defaults, Additional Interest will cease to
accrue and the interest rate on the Securities will revert to the original rate; provided, however,
that, if after the date such Additional Interest ceases to accrue, a different Registration Default
occurs, Additional Interest may again commence accruing 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 Note shall have been satisfied in full.



     Section 6. Registration Procedures.



     (a) Exchange Offer Registration Statement. In connection with each Exchange Offer, the
Company and the Guarantors shall comply with all of the provisions of Section 6(c) below, shall use
their commercially reasonable best 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 Offers are permitted by applicable law, the Company and the Guarantors
hereby agree to seek a no-action letter or other favorable decision from the Commission
allowing the Company and the Guarantors to Consummate Exchange Offers for the Initial
Securities. The Company and the Guarantors each 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
each 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 Exchange Offers 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 an 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 acquiring the Exchange Securities in its ordinary course of business



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and (C) at the time of the commencement of the Exchange Offer, it has no arrangement
with any person to participate in the distribution (within the meaning of the Securities
Act) of the Exchange Securities to be issued in the Exchange Offer. 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 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) below and shall use
their commercially reasonable best 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
possible 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.



     (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 Securities by Broker-Dealers), the Company and each of the Guarantors shall:




     (i) use its commercially reasonable best 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 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 a material misstatement or omission or (B) not
to be effective and usable for resale of Transfer Restricted Securities during the period
required by this Agreement, the Company shall file promptly an appropriate amendment to such
Registration Statement, in the case of clause (A), correcting any such misstatement or
omission, and, in the case of either clause (A) or (B), use its commercially reasonable best
efforts to cause such amendment to be declared effective



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and such Registration Statement and the related Prospectus to become usable for their
intended purposes as soon as practicable thereafter;




     (ii) prepare and file with the Commission such amendments and post-effective
amendments to such 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
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 fully with the applicable
provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply
with the provisions of the Securities Act with respect to the disposition of all securities
covered by such Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the sellers thereof set forth in such
Registration Statement or supplement to the Prospectus;




     (iii) advise the underwriter(s), if any, and selling Holders promptly and, if
requested by such Persons, 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 such 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, or (D) of the existence of any fact or the happening of any
event that makes any statement of a material fact made in such 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 such
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 commercially reasonable best 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 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



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Prospectus or any amendment or supplement to any such Registration Statement or
Prospectus (including all such documents incorporated by reference) 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, 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 representatives of the Company and of the Guarantors 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, any
managing underwriter 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 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, underwriter, attorney or accountant in connection with such Registration Statement
subsequent to the filing thereof and prior to its effectiveness;




     (vii) 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 such 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 selling Holder and each of the underwriter(s), if any, without
charge, at least one copy of such Registration Statement, as first filed with the
Commission, and of each amendment thereto, including financial statements and



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schedules, all documents incorporated by reference therein and all exhibits (including
exhibits incorporated therein by reference);




     (x) 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, and cause the Guarantors to enter into, such agreements (including an
underwriting agreement), and make, and cause the Guarantors to make, such representations
and warranties, 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 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 and, 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 the
Guarantors, confirming, as of the date thereof, the matters set forth in
paragraphs (i), (ii) and (iii) of Section 5 (f) of the Purchase Agreement
and such other matters as such parties 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 the
same matters as the opinion described in Section 5(d) of the Purchase
Agreement and such other matters 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, representatives of the independent public accountants for the
Company, the Initial Purchasers’ representatives and the Initial Purchasers’
counsel in connection with the preparation of such Registration Statement
and the related Prospectus and have considered the



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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 (relying as to materiality to a large
extent upon facts provided to such counsel by officers and other
representatives of the Company and without independent check or
verification), 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, 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 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 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 as of the date of Consummation
of the Exchange Offer or 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 by underwriters in connection with primary underwritten
offerings, and affirming the matters set forth in the comfort letters
delivered pursuant to Sections 5(a) and 5(g) 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 clause (A) above and with any
customary conditions contained in the underwriting agreement or other agreement
entered into by the Company or the Guarantors pursuant to this clause (xi), if any.




     If at any time the representations and warranties of the Company and the Guarantors
contemplated in clause (A)(1) above cease to be true and correct, the Company or the
Guarantors shall so advise the Initial Purchasers and the underwriter(s),



12









 







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
securities or Blue Sky laws of such jurisdictions as the selling Holders or underwriter(s)
may request and do any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf
Registration Statement; provided, however, that neither the Company nor any Guarantor shall
be required to register or qualify as a foreign corporation where it is not then so
qualified or to take any action that would subject it to the service of process in suits or
to taxation, 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 of the same series, 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
purchasers 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 underwriter(s);




     (xv) use its commercially reasonable best efforts to cause the Transfer Restricted
Securities covered by such 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 clause (viii) above;




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




     (xvii) provide a CUSIP number for all Transfer Restricted Securities not later than
the effective date of such Registration Statement and provide the Trustee under the



13









 







Indenture with printed certificates for the Transfer Restricted Securities which are in
a form eligible for deposit with the Depositary Trust Company;




     (xviii) cooperate and assist in any filings required to be made with the NASD and in
the performance of any due diligence investigation by any underwriter (including any
“qualified independent underwriter”) that is required to be retained in accordance with the
rules and regulations of the NASD, and use its commercially reasonable best efforts to cause
such Registration Statement to become effective and approved by such governmental agencies
or authorities as may be necessary to enable the Holders selling Transfer Restricted
Securities to consummate the disposition of such Transfer Restricted Securities;




     (xix) otherwise use its commercially reasonable best efforts to comply with all
applicable rules and regulations of the Commission, and make generally available to its
security holders, as soon as practicable, a consolidated earnings statement meeting the
requirements of Rule 158 (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 or commercially reasonable 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 such Registration
Statement;




     (xx) cause each 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 execute and use its commercially
reasonable best 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 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



14









 







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
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; however, 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.



     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 or the Guarantors, regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all registration and
filing fees and expenses (including filings made by any Initial Purchaser or Holder with the NASD
(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 the NASD)); (ii) all fees and expenses
of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of
printing (including printing certificates for the Exchange Securities to be issued in the Exchange
Offers 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) below,
the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection
with listing the Exchange Securities on a national 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).



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



     (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 will reimburse the Initial Purchasers and the Holders of Transfer
Restricted Securities being tendered in the Exchange Offers 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 Davis Polk & Wardwell or such other



15









 







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.



     Section 8. Indemnification.



     (a) The Company agrees 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 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 that the failure to give such notice shall not relieve the
Company or the Guarantors of their respective 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 shall be liable for any settlement of any such action or proceeding effected
with the Company’s prior written consent, which consent shall not be withheld unreasonably, and the
Company agrees to indemnify and hold harmless any Indemnified Holder from and against any loss,
claim, damage, liability or expense by reason of any settlement of any action effected with the
written consent of the Company. The Company shall not, without the prior written consent of each
Indemnified Holder, settle or compromise or



16









 







consent to the entry of judgment in or otherwise seek to terminate any pending or threatened
action, claim, litigation or proceeding in respect of which indemnification or contribution may be
sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such
settlement, compromise, consent or termination includes an unconditional release of each
Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding.



     (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, 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, the Guarantors or their respective directors or
officers or 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 Section 8(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
Issuer shall be deemed to be equal to the total gross proceeds from the Initial Placement as set
forth on the cover page of the Offering Memorandum), 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 of the Indemnified Holder, 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 and the Guarantors 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 and the Guarantors or by the Indemnified Holder and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to
the limitations set forth 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.



17









 





     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 their related Indemnified Holders) shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the total discount
received by such Holder with respect to the Initial Securities 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. Each of the Company and the Guarantors hereby agrees with
each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make
available 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.



     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 or investment bankers and manager or managers that will administer the offering
will be selected by the Holders of a majority in aggregate principal amount of the Transfer
Restricted Securities included in such offering; provided that such investment bankers and managers
must be reasonably satisfactory to the Company.



     Section 12. Miscellaneous.



     (a) Remedies. The Company and the Guarantors each hereby agree that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by it



18









 







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 their 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 the Guarantors have entered into any agreement
granting 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 securities under any agreement in effect on the date
hereof.



     (c) Adjustments Affecting the Securities. The Company and the Guarantors 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 obtained the written consent of Holders of a majority of the outstanding
principal amount of Transfer Restricted Securities affected thereby. 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 an 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 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
applicable Indenture, with a copy to the Registrar under the applicable Indenture; and




     (ii) if to the Company or the Guarantors:


Helix Energy Solutions Group, Inc.

400 N. Sam Houston Parkway E., Suite 400

Houston, Texas 77060

Telecopier No.: (281) 618-0505

Attention: General Counsel




19









 





With a copy to:





Fulbright & Jaworski L.L.P.

1301 McKinney, Suite 5100

Houston, Texas 77010

Telecopier No.: (713) 651-5246

Attention: Arthur H. Rogers




     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 CONFLICT 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
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 together with the other Operative Documents (as defined
in the Purchase 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.



20









 





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



	 	 	 	 	 
	 	HELIX ENERGY SOLUTIONS GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CANYON OFFSHORE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CANYON OFFSHORE INTERNATIONAL CORP

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WELL OPS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ENERGY RESOURCE TECHNOLOGY GOM, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



21









 






	 	 	 	 	 



	 	 	 	 	 
	 	CKB PETROLEUM, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CKB & ASSOCIATES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BOX BROTHERS REALTY INVESTMENTS COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CB FARMS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BOX RESOURCES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HELIX VESSEL HOLDINGS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



22









 






	 	 	 	 	 



	 	 	 	 	 
	 	NEPTUNE VESSEL HOLDINGS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	VULCAN MARINE HOLDINGS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	VULCAN MARINE TECHNOLOGY LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HELIX INGLESIDE LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HELIX OIL & GAS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




23









 





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



	 	 	 	 	 
	 	BANC OF AMERICA SECURITIES LLC

     as representative of the Initial Purchasers

 	 
	 	By:  	 	 
	 	 	Name:  	Lex Maultsby 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



Schedule A




GUARANTORS




	 	 	 
	Name of Guarantor	 	Jurisdiction of Formation
	Canyon Offshore, Inc.
	 	Texas
	 	 	 
	Canyon Offshore International Corp
	 	Texas
	 	 	 
	Well Ops, Inc.
	 	Texas
	 	 	 
	Energy Resource Technology GOM, Inc.
	 	Delaware
	 	 	 
	CKB Petroleum, Inc.
	 	Texas
	 	 	 
	CKB & Associates, Inc.
	 	Texas
	 	 	 
	Box Brothers Realty Investments Company
	 	Texas
	 	 	 
	CB Farms, Inc.
	 	Texas
	 	 	 
	Box Resources, Inc.
	 	Texas
	 	 	 
	Helix Vessel Holdings LLC
	 	Delaware
	 	 	 
	Neptune Vessel Holdings LLC
	 	Delaware
	 	 	 
	Vulcan Marine Holdings LLC
	 	Delaware






2









 






	 	 	 
	Name of Guarantor	 	Jurisdiction of Formation
	Vulcan Marine Technology LLC
	 	Delaware
	 	 	 
	Helix Ingleside LLC
	 	Delaware
	 	 	 
	Helix Oil & Gas, Inc.
	 	Delaware







3