exv4w2






EXHIBIT 4.2




 





REGISTRATION RIGHTS AGREEMENT




Dated as of May 11, 2011

by and among




MILAGRO OIL & GAS, INC.,



THE GUARANTORS LISTED ON SCHEDULE I HERETO,



CREDIT SUISSE SECURITIES (USA) LLC,



and



WELLS FARGO SECURITIES, LLC



 





 









 





     This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 11,
2011, by and among Milagro Oil & Gas, Inc., a Delaware corporation (the “Company”), the guarantors
listed on Schedule I hereto (the “Guarantors”) and Credit Suisse Securities (USA) LLC and
Wells Fargo Securities, LLC, as representatives of the several initial purchasers named in Schedule
A attached to the Purchase Agreement (as defined below) (each such initial purchaser, a “Purchaser”
and, together, the “Purchasers”), each of whom has agreed to purchase the Company’s 10.500% Senior
Secured Second Lien Notes due 2016 (the “Initial Notes”) pursuant to the Purchase Agreement.



     This Agreement is made pursuant to the Purchase Agreement, dated May 4, 2011 (the “Purchase
Agreement”), by and among the Company, the Guarantors and the Purchasers. In order to induce the
Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of this Agreement is a
condition to the obligations of the Purchasers set forth in Section 7 of the Purchase Agreement.
Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in
the Indenture, dated as of May 11, 2011, among the Company, the Guarantors and Wells Fargo Bank,
N.A., as trustee, relating to the Initial Notes and the Exchange Notes (the “Indenture”).



     The parties hereby agree as follows:



SECTION 1. DEFINITIONS




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



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



     Affiliate: As defined in Rule 144 of the Act.



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



     Business Day: Any day other than a Saturday, a Sunday or a day on which banking institutions
in the City of New York or at a place of payment are authorized by law, regulation or executive
order to remain closed.



     Closing Date: The date hereof.



     Commission: The Securities and Exchange Commission.



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



 









 




Exchange Notes in the same aggregate principal amount as the aggregate principal amount of
Initial Notes tendered by Holders thereof pursuant to the Exchange Offer.




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



     Effectiveness Deadline: The Exchange Effectiveness Deadline or the Shelf Effectiveness
Deadline.



     Entitled Securities: Each Initial Note until the earliest to occur of (a) the date on which
such Initial Note has been exchanged in the Exchange Offer by a Person other than a Broker-Dealer
for an Exchange Note entitled to be resold to the public by the Holder thereof without complying
with the prospectus delivery requirements of the Act, (b) following the exchange by a Broker-Dealer
in the Exchange Offer of an Initial Note for an Exchange Note, the date on which such Exchange Note
is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a
copy of the Prospectus contained in the Exchange Offer Registration Statement, (c) the date on
which such Initial Note has been effectively registered under the Act and disposed of in accordance
with the Shelf Registration Statement (and the purchasers thereof have been issued Exchange Notes),
(d) the date on which such Initial Note is distributed to the public pursuant to Rule 144 or (e)
the date on which such Initial Note ceases to be outstanding (whether as a result of repurchase and
cancellation, conversion or otherwise); provided that any Initial Note shall not cease to be an
Entitled Security for purposes of the Exchange Offer by virtue of clause (d) of this paragraph.



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



     Exchange Notes: The Company’s 10.500% Senior Secured Second Lien Notes due 2016 to be issued
pursuant to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof.



     Exchange Offer: The exchange and issuance by the Company of a principal amount of Exchange
Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to
the outstanding principal amount of Initial Notes that are validly tendered and not withdrawn by
such Holders in connection with such exchange and issuance.



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



     Filing Deadline: The Exchange Filing Deadline or the Shelf Filing Deadline.



     Free Writing Prospectus: Each offer to sell or solicitation of an offer to buy the Initial
Notes or the Exchange Notes that would constitute a “free writing prospectus” (if the offering of
the Initial Notes or the Exchange Notes was made pursuant to a registered offering under the
Securities Act) as defined in Rule 405 under the Securities Act, prepared by or on behalf of the
Company or used or referred to by the Company in connection with the sale of the Initial Notes or
the Exchange Notes.



     Holder: As defined in Section 2 hereof.



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     Interest Payment Date: As defined in the Initial Notes and Exchange Notes.



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



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



     Registration Default: As defined in Section 5 hereof.



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



     Rule 144: Rule 144 promulgated under the Act.



     Shelf Registration Statement: As defined in Section 4 hereof.



     Special Interest. As defined in Section 5 hereof.



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



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



SECTION 2. HOLDERS




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



SECTION 3. REGISTERED EXCHANGE OFFER




     (a) The Company and the Guarantors shall (i) unless the Exchange Offer shall not be permitted
by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below
have been complied with), cause the Exchange Offer Registration Statement to be filed with the
Commission on or prior to the 180th day after the date hereof (such 180th day being the “Exchange
Filing Deadline”), (ii) use their commercially reasonable efforts to cause such Exchange Offer
Registration Statement to become effective on or prior to the 300th day after the date hereof (such
300th day being the “Exchange Effectiveness Deadline”), (iii) in connection with the foregoing, (A)
file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary
in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to
such Exchange Offer Registration Statement, and (C) cause all necessary filings, if any, in
connection with the registration and qualification of the Exchange Notes to be made under the Blue
Sky laws of such jurisdictions as are necessary to



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permit Consummation of the Exchange Offer, and (iv) on or prior to the date that is 30 days
after the date on which the Exchange Offer Registration Statement became effective, commence and
Consummate the Exchange Offer and use their commercially reasonable efforts to issue the Exchange
Notes in exchange for all Initial Notes tendered prior thereto in the Exchange Offer. The Exchange
Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be
offered in exchange for the Initial Notes that are Entitled Securities and (ii) resales of Exchange
Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer
acquired for its own account as a result of market-making activities or other trading activities
(other than Initial Notes acquired directly from the Company or any of its Affiliates) as
contemplated by Section 3(c) below.




     (b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the
Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange
Offer open for a period of not less than the minimum period required under applicable federal and
state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall
such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange
Offer to comply with all applicable federal and state securities laws. No securities other than
the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and
the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer to be
Consummated on the earliest practicable date after the Exchange Offer Registration Statement has
become effective, but in no event later than 30 Business Days or longer, if required by the federal
securities laws, after the date on which the Exchange Offer Registration Statement has become
effective (such 30th day, or such later date required by the federal securities laws, being the
“Consummation Deadline”).



     (c) The Company shall include a “Plan of Distribution” section, in the form attached hereto as
Annex A, in the Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Entitled Securities that were acquired for the account of
such Broker-Dealer as a result of market-making activities or other trading activities (other than
Initial Notes acquired directly from the Company or any Affiliate of the Company) may exchange such
Entitled Securities pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also
contain all other information with respect to such sales by such Broker-Dealers that the Commission
may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” shall
not name any such Broker-Dealer or disclose the amount of Entitled Securities held by any such
Broker-Dealer, except to the extent required by the Commission as a result of a change in policy,
rules or regulations after the date of this Agreement.



     Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act
and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with
its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the
Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer
Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To
the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration
Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the
Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented, amended



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and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and
in conformity with the requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of 180 days from the
Consummation Deadline (as extended pursuant to Section 6(d)) or such shorter period as will
terminate when all Entitled Securities covered by such Registration Statement have been sold
pursuant thereto. The Company and the Guarantors shall provide sufficient copies of the latest
version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later
than two Business Days after such request, at any time during such period.




SECTION 4. SHELF REGISTRATION




     (a) Shelf Registration. If (i) the Company and the Guarantors are not (A) required to
file the Exchange Offer Registration Statement or (B) permitted to Consummate the Exchange Offer
because the Exchange Offer is not permitted by applicable law or Commission policy (after the
Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or
(ii) any Holder notifies the Company and the Guarantors within 20 Business Days following
Consummation of the Exchange Offer that (A) such Holder is prohibited by law or Commission policy
from participating in the Exchange Offer, (B) such Holder may not resell the Exchange Notes
acquired by it in the Exchange Offer to the public without delivering a prospectus and the
Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available
for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Initial Notes
acquired directly from the Company or any of its Affiliates, then the Company and the Guarantors,
shall:



     (x) use their commercially reasonable efforts on or prior to 90 days after the earlier of (i)
the date as of which the Company determines that the Exchange Offer Registration Statement will not
be or cannot be, as the case may be, filed as a result of clause (a)(i) above and (ii) the date on
which the Company receives the notice specified in clause (a)(ii) above (90 days after such earlier
date, the “Shelf Filing Deadline”), to file a shelf registration statement with the Commission
pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration
Statement (the “Shelf Registration Statement”)), covering the resale of all Entitled Securities,
and



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



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



     To the extent necessary to ensure that the Shelf Registration Statement is available for sales
of Entitled Securities by the Holders thereof entitled to the benefit of this Section 4(a), the



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Company and the Guarantors shall use all commercially reasonable efforts to keep any Shelf
Registration Statement required by this Section 4(a) continuously effective, supplemented, amended
and current as required by and subject to the provisions of Sections 6(b) and 6(c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies, rules and regulations
of the Commission as announced from time to time, for a period of at least two years (as extended
pursuant to Section 6(c)(i) or 6(d)) following the Closing Date, or such shorter period as will
terminate when all Entitled Securities covered by such Shelf Registration Statement have been sold
pursuant thereto or are no longer Entitled Securities.




     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder may include any of its Entitled Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in
writing, within 15 days after receipt of a request therefor, the information specified in Item 507
or 508 of Regulation S-K, as applicable, of the Act, or other information reasonably requested by
the Company and required by Regulation S-K of the Act, for use in connection with any Shelf
Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder shall
be entitled to Special Interest pursuant to Section 5 hereof unless and until (and from and after
such time) such Holder shall have provided all such information. Each selling Holder agrees to
promptly furnish additional information required to be disclosed in order to make the information
previously furnished to the Company by such Holder not materially misleading and shall promptly
supply such other information as the Company may from time to time reasonably request.



SECTION 5. ADDITIONAL INTEREST




     If (i) any Registration Statement required by this Agreement is not filed with the Commission
on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been
declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii)
the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, or (iv) any
Registration Statement required by this Agreement is filed and declared effective but shall
thereafter cease to be effective or fail to be usable for its intended purpose during the
applicable periods specified herein without being succeeded in 30 days by a post-effective
amendment to the Registration Statement or an additional Registration Statement that causes the
Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to
again be declared effective or made usable (each such event referred to in clauses (i) through
(iv), a “Registration Default”), then the Company agrees to pay to each Holder affected thereby
additional interest (“Special Interest”) at a
rate of .25% per annum for the first 90-day period
immediately following the occurrence of such Registration Default. The rate of Special Interest
shall increase by an additional .25% per annum with respect to each subsequent 90-day period until
all Registration Defaults have been cured, up to a maximum rate of Special Interest for all
Registration Defaults of 1.0% per annum; provided that the Company shall in no event be required to
pay Special Interest for more than one Registration Default at any given time. Notwithstanding
anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i)
above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon
Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a



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post-effective amendment to the Registration Statement or an additional Registration Statement
that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement) to again be declared effective or made usable in the case of clause (iv)
above, the Special Interest payable with respect to the Entitled Securities as a result of such
clause (i), (ii), (iii), or (iv), as applicable, shall cease.




     All accrued Special Interest shall be paid by the Company (or the Company will cause the
Paying Agent to make such payment on its behalf) to the Holders entitled thereto, in the manner
provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully
set forth in the Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact
that any securities for which Special Interest are due cease to be Entitled Securities, all
obligations of the Company to pay Special Interest with respect to securities that accrued prior to
the time that such securities ceased to be Entitled Securities shall survive until such time as
such obligations with respect to such securities shall have been satisfied in full.



SECTION 6. REGISTRATION PROCEDURES




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




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



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     (ii) As a condition to its participation in the Exchange Offer, each Holder (including,
without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of
the Company, prior to the Consummation of the Exchange Offer, a written representation to
the Company and the Guarantors (which may be contained in the letter of transmittal
contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not
an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and
has no arrangement or understanding with any person to participate in, a distribution of the
Exchange Notes to be issued in the Exchange Offer, (C) it is acquiring the Exchange Notes in
its ordinary course of business, (D) such Holder has full power and authority to transfer
the Initial Notes in exchange for the Exchange Notes and that the Company will acquire good
and unencumbered title thereto free and clear of any liens, restrictions, charges or
encumbrances and not subject to any adverse claims and (E) only if such Holder is a
Broker-Dealer that will receive Exchange Notes in exchange for Initial Notes that such
Broker-Dealer acquired for its own private account as a result of market making or other
trading activities, it will deliver a Prospectus, as required by law, in connection with any
sale of such Exchange Notes and comply with any other applicable provisions of the Act. As
a condition to its participation in the Exchange Offer each Holder using the Exchange Offer
to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if
the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes
acquired directly from the Company or an Affiliate thereof, it (1) could not, under
Commission policy as in effect on the date of this Agreement, rely on the position of the
Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and
Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the
Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action
letters (including, if applicable, any no-action letter obtained pursuant to clause (i)
above), and (2) must comply with the registration and prospectus delivery requirements of
the Act in connection with a secondary resale transaction and that such a secondary resale
transaction must be covered by an effective registration statement containing the selling
security holder information required by Item 507 or 508, as applicable, of Regulation S-K.



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




     (i) comply with all the provisions of Section 6(c) below and use all commercially
reasonable efforts to effect such registration to permit the sale of the Entitled Securities
being sold in accordance with the intended method or methods of distribution thereof (as
indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and
pursuant thereto the Company and the Guarantors will prepare and file with the Commission a
Registration Statement relating to the registration on any appropriate form under the Act,
which form shall be available for the sale of the Entitled Securities in accordance with the
intended method or methods of distribution thereof within the time periods and otherwise in
accordance with the provisions hereof, and




     (ii) issue to any Holder or purchaser of Initial Notes covered by any Shelf
Registration Statement contemplated by this Agreement, upon the request of any such Holder
or purchaser, registered Initial Notes having an aggregate principal amount equal



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to the aggregate principal amount of Initial Notes in the names as such Holder or
purchaser shall designate.



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




     (i) use all commercially reasonable efforts to keep such Registration Statement
continuously effective and provide all requisite financial statements for the period
specified in Section 3 or 4 of this Agreement, as applicable;




     (ii) upon the occurrence of any event that would cause any such Registration Statement
or the Prospectus contained therein (A) to contain an untrue statement of material fact or
omit to state any material fact required to be stated therein or necessary to make the
statements therein not misleading, or (B) not to be effective and usable for resale of
Entitled Securities during the period required by this Agreement, the Company and the
Guarantors shall file promptly an appropriate amendment to such Registration Statement
curing such defect, and, if Commission review is required, use all commercially reasonable
efforts to cause such amendment to be declared effective as soon as practicable;




     (iii) prepare and file with the Commission such amendments and post-effective
amendments to the applicable Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period set forth in Section 3 or 4
hereof, as the case may be; cause the Prospectus to be supplemented by any required
prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the
Act, and to comply fully with Rules 424, 430A, and 462, as applicable, under the Act in a
timely manner; and comply with the provisions of the Act with respect to the disposition of
all securities covered by such Registration Statement during the applicable period in
accordance with the intended method or methods of distribution by the sellers thereof set
forth in such Registration Statement or supplement to the Prospectus;




     (iv) advise (a) each Holder whose Entitled Securities have been included in a Shelf
Registration Statement (in the case of a Shelf Registration Statement), and (b) each Holder
who has provided notice to the Company promptly and, if requested by such Holder, confirm
such advice in writing, (A) when the Prospectus or any prospectus supplement or
post-effective amendment has been filed, and, with respect to any applicable Registration
Statement or any post-effective amendment thereto, when the same has become effective, (B)
of any request by the Commission for amendments to the Registration Statement or amendments
or supplements to the Prospectus or for additional information relating thereto, (C) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement under the Act or of the suspension by any state securities commission
of the qualification of the Entitled Securities for offering or sale in any jurisdiction, or
the initiation of any proceeding for any of the preceding purposes, and (D) of the happening
of any event that requires the Company to make changes in the Registration Statement or the
Prospectus in order that the Registration Statement or the Prospectus, any amendment or
supplement thereto or any document incorporated by reference therein do not contain an
untrue statement of



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material fact nor omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of the Prospectus, in light of the
circumstances under which they were made) 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 Entitled Securities
under state securities or Blue Sky laws, the Company and the Guarantors shall use all
commercially reasonable efforts to obtain the withdrawal or lifting of such order at the
earliest possible time;




     (v) subject to Section 6(d), if any fact or event contemplated by Section 6(c)(iii)(D)
above shall exist or have occurred, prepare a supplement or post-effective amendment to the
Registration Statement or related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered to the
purchasers of Entitled 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,
in the light of the circumstances under which they were made, not misleading;




     (vi) furnish to each Holder whose Entitled Securities have been included in a Shelf
Registration Statement (in the case of a Shelf Registration Statement) in connection with
such exchange, registration or sale, 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 reasonable review and comment of such Holders in connection
with such sale, if any, for a period of at least three Business Days, and the Company will
not file any such Registration Statement or Prospectus or any amendment or supplement to any
such Registration Statement or Prospectus (including all such documents incorporated by
reference) to which such Holders shall reasonably object within three Business Days after
the receipt thereof. A Holder shall be deemed to have reasonably objected to such filing if
such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed
to be filed, contains an untrue statement of a material fact or omits to state any material
fact necessary to make the statements therein not misleading or fails to comply with the
applicable requirements of the Act;




     (vii) make available, at reasonable times, for inspection by each Holder whose Entitled
Securities have been included in a Shelf Registration Statement (in the case of a Shelf
Registration Statement) and any attorney or accountant retained by such Holders, all
financial and other records, pertinent corporate documents of the Company and the Guarantors
reasonably requested and cause the Company’s and the Guarantors’ officers, directors and
employees to supply all information reasonably requested by any such Holder, attorney or
accountant in connection with such Registration Statement or any post-effective amendment
thereto subsequent to the filing thereof and prior to its effectiveness; provided that any
Holder or representative thereof requesting or receiving such information shall agree to be
bound by reasonable confidentiality agreements and procedures with respect thereto;



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     (viii) if requested by any Holders whose Entitled Securities have been included in a
Shelf Registration Statement (in the case of a Shelf Registration Statement) in connection
with such exchange, registration or sale, promptly include in any Registration Statement or
Prospectus, pursuant to a supplement or post-effective amendment if necessary, such
information as such Holders may reasonably request to have included therein, including,
without limitation, information relating to the “Plan of Distribution” of the Entitled
Securities and the use of the Registration Statement or Prospectus for market making
activities; and make all required filings of such prospectus supplement or post-effective
amendment as soon as practicable after the Company is notified of the matters to be included
in such prospectus supplement or post-effective amendment;




     (ix) furnish to each Holder whose Entitled Securities have been included in a Shelf
Registration Statement (in the case of a Shelf Registration Statement) in connection with
such exchange, registration or sale, without charge, at least one copy of the Registration
Statement, as first filed with the Commission, and of each amendment thereto, including all
documents incorporated by reference therein and all exhibits (including exhibits
incorporated therein by reference);




     (x) deliver to each Holder whose Entitled Securities have been included in a Shelf
Registration Statement (in the case of a Shelf Registration Statement) without charge, as
many copies of the Prospectus (including each preliminary prospectus) and any amendment or
supplement thereto as such Holders reasonably may request; the Company and the Guarantors
hereby consent to the use (in accordance with law and subject to Section 6(d) hereof) of the
Prospectus and any amendment or supplement thereto by each selling Holder in connection with
the offering and the sale of the Entitled Securities covered by the Prospectus or any
amendment or supplement thereto;




     (xi) enter into such agreements (including an underwriting agreement), and make such
representations and warranties, and take all such other actions in connection therewith in
order to expedite or facilitate the disposition of the Entitled Securities pursuant to any
Registration Statement contemplated by this Agreement, all to such extent as may be
customarily and reasonably requested by the Purchasers or, in the case of registration for
resale of Entitled Securities pursuant to the Shelf Registration Statement, by any Holder or
Holders of Entitled Securities who hold at least 50% in aggregate principal amount of such
class of Entitled Securities; provided, that, the Company and the Guarantors shall not be
required to enter into any such agreement more than once with respect to all of the Entitled
Securities and, in the case of a Shelf Registration Statement, may delay entering into such
agreement if the Board of Directors of the Company determines in good faith that it is in
the best interests of the Company and the Guarantors not to disclose the existence of or
facts surrounding any proposed or pending material corporate transaction involving the
Company and the Guarantors. In such connection, the Company and the Guarantors shall:




     (A) upon the request of any Holder, furnish (or in the case of paragraphs (2)
and (3), use its commercially reasonable efforts to cause to be furnished) to each
such Holder (in the case of the Shelf Registration Statement)



11









 






and any underwriter, upon Consummation of the Exchange Offer or the
effectiveness of the Shelf Registration Statement, as the case may be:




     (1) a certificate, dated such date, signed on behalf of the Company and
each Guarantor by (x) the Chief Executive Officer or any Vice President, and
(y) a principal financial or accounting officer of the Company and such
Guarantor, confirming, as of the date thereof, such matters as such Holders
may reasonably request;




     (2) an opinion, dated the date of Consummation of the Exchange Offer or
the date of effectiveness of the Shelf Registration Statement, as the case
may be, of counsel for the Company and the Guarantors in customary form and
covering such other matters as such Holder may reasonably request, and in
any event including a statement to the effect that such counsel has
participated in conferences with officers and other representatives of the
Company and the Guarantors and representatives of the independent public
accountants for the Company and the Guarantors and representatives of the
underwriters, if any, and their counsel at which the contents of the
Registration Statement and related matters were discussed and, although such
counsel need not pass upon or assume responsibility for the accuracy,
completeness or fairness of such statements (relying as to materiality to
the extent such counsel deems appropriate upon the statements of officers
and other representatives of the Company and the Guarantors 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 of the
Exchange Offer, 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
the light of the circumstances under which they were made, not misleading.
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, schedules or other financial data or
the reserve data included in any Registration Statement contemplated by this
Agreement or the related Prospectus and need express no view as to the
accounting or financial records from which such financial statements,
schedules and data are derived; and




     (3) a customary comfort letter, dated the date of Consummation of the
Exchange Offer, or as of the date of effectiveness of



12









 






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




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




     (xii) prior to any public offering of Entitled Securities, cooperate with the selling
Holders and their counsel in connection with the registration and qualification of the
Entitled Securities under the securities or Blue Sky laws of such jurisdictions as the
selling Holders may request and do any and all other acts or things necessary or advisable
to enable the disposition in such jurisdictions of the Entitled Securities covered by the
applicable Registration Statement; provided, however, that the Company and the Guarantors
shall not be required to register or qualify as a foreign entity where it is not now so
qualified or to take any action that would subject it to the service of process in suits or
to taxation, other than as to matters and transactions relating to the Registration
Statement, in any jurisdiction where it is not now so subject;




     (xiii) in connection with any sale of Entitled Securities that will result in such
securities no longer being Entitled Securities, cooperate with the Holders to facilitate the
timely preparation and delivery of certificates representing Entitled Securities to be sold
and not bearing any restrictive legends; and to register such Entitled Securities in such
denominations and such names as the selling Holders may request at least two Business Days
prior to such sale of Entitled Securities;




     (xiv) use all commercially reasonable efforts to cause the disposition of the Entitled
Securities covered by the Registration Statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the seller or
sellers thereof to consummate the disposition of such Entitled Securities, subject to the
proviso contained in clause (xii) above;




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




     (xvi) otherwise use all commercially reasonable efforts to comply with all applicable
rules and regulations of the Commission, and make generally available to its security
holders with regard to any applicable Registration Statement, as soon as practicable, a
consolidated earnings statement meeting the requirements of Rule 158 under the Act (which
need not be audited) covering a twelve-month period beginning



13









 






after the effective date of the Registration Statement (as such term is defined in
paragraph (c) of Rule 158 under the Act); and




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



     (d) Restrictions on Holders. Each Holder agrees by acquisition of an Entitled
Security that, upon receipt of the notice referred to in Section 6(c)(ii), 6(c)(iv)(B) or
6(c)(iv)(C) or any notice from the Company of the existence of any fact of the kind described in
Section 6(c)(iv)(D) hereof (in each case, a “Suspension Notice”), such Holder will forthwith
discontinue disposition of Entitled Securities pursuant to the applicable Registration Statement
until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by
Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing 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 (in each case, the “Recommencement Date”).
Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any
Prospectuses, other than permanent file copies, then in such Holder’s possession which have been
replaced by the Company with more recently dated Prospectuses, or (ii) deliver to the Company (at
the Company’s expense) all copies, other than permanent file copies, then in such Holder’s
possession of the Prospectus covering such Entitled Securities that was current at the time of
receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration
Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days
equal to the number of days in the period from and including the date of delivery of the Suspension
Notice to the Recommencement Date.



SECTION 7. REGISTRATION EXPENSES




     All expenses incident to the Company’s and the Guarantors’ performance of or compliance with
this Agreement will be borne by the Company, regardless of whether a Registration Statement becomes
effective, including without limitation: (i) all registration and filing fees and expenses; (ii)
all fees and expenses of compliance with federal securities and state Blue Sky or securities laws;
(iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued
in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone;
(iv) all fees and disbursements of counsel for the Company and the Guarantors and one counsel for
all of the Holders of Entitled Securities selected by the Holders of a majority in principal amount
of Entitled Securities being registered; (v) all application and filing fees in connection with
listing the Exchange Notes on a national securities exchange or automated quotation system pursuant
to the requirements hereof; 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); provided, however, that in no event
shall the Company or the



14









 




Guarantors be responsible for any underwriting discounts, commissions or fees attributable to the
sale or other disposition of Entitled Securities.




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



SECTION 8. INDEMNIFICATION




     (a) The Company and the Guarantors agree, jointly and severally, to indemnify and hold
harmless each Holder, its directors, officers and each Person, if any, who controls such Holder
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from and against
any and all losses, claims, damages, liabilities or judgments, (including without limitation, any
legal or other expenses incurred in connection with investigating or defending any matter,
including any action that could give rise to any such losses, claims, damages, liabilities or
judgments) caused by any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement, preliminary prospectus or Prospectus, Free Writing Prospectus or any
“issuer information” (as defined in Rule 433 of the Act) filed or required to be filed pursuant to
Rule 433(d) under the Act (or any amendment or supplement thereto), or caused by any omission or
alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made, not
misleading, except insofar as such losses, claims, damages, liabilities or judgments are caused by
an untrue statement or omission or alleged untrue statement or omission that is based upon
information relating to any of the Holders furnished in writing to the Company by or on behalf of
any of the Holders.



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



     (c) In case any action shall be commenced involving any person in respect of which indemnity
may be sought pursuant to Section 8(a) or 8(b) (the “indemnified party”), the indemnified party
shall promptly notify the person against whom such indemnity may be sought (the “indemnifying
party”) in writing and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified



15









 




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




     (d) To the extent that the indemnification provided for in this Section 8 is unavailable to an
indemnified party in respect of any losses, claims, damages, liabilities or judgments referred to
therein for which such indemnification would otherwise be available pursuant to its terms, then
each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses, claims, damages,
liabilities or judgments (i) in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand,
from their sale of Entitled Securities, or (ii) if the allocation provided by



16









 




clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative
fault of the Company and the Guarantors, on the one hand, and of the Holder, on the other hand, in
connection with the statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable considerations. The relative
fault of the Company and the Guarantors, on the one hand, and of the Holder, on the other hand,
shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company or such Guarantor, on the one hand, or by the Holder, on the
other hand, and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid or payable by a party as a result
of the losses, claims, damages, liabilities and judgments referred to above shall be deemed to
include, subject to the limitations set forth in Section 8(c) 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 agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the
Holders were treated as one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities or judgments referred to in the immediately preceding paragraph shall be
deemed to include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any
matter, including any action that could have given rise to such losses, claims, damages,
liabilities or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the total amount received
by such Holder with respect to the sale of Entitled Securities pursuant to a Registration Statement
exceeds the sum of: (i) the amount paid by such Holder for such Entitled Securities plus (ii) the
amount of any damages that such Holder has otherwise paid or become liable to pay by reason of any
untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’
obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective
principal amount of Entitled Securities held by each Holder hereunder and not joint.



SECTION 9. RULE 144A AND RULE 144




     The Company and each Guarantor agrees with each Holder, for so long as any Entitled Securities
remain outstanding and during any period in which the Company or such Guarantor (i) is not subject
to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such
Holder or beneficial owner of Entitled Securities in connection with any sale thereof and any
prospective purchaser of such Entitled Securities designated by such Holder or beneficial owner,
the information required by Rule 144A(d)(4) under the Act in order to permit resales of such
Entitled Securities pursuant to Rule 144A under the Act, and (ii) is subject to



17









 




Section 13 or 15(d) of the Exchange Act, to make all filings required thereby in a timely
manner in order to permit resales of such Entitled Securities pursuant to Rule 144.




SECTION 10. MISCELLANEOUS




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



     (b) Free Writing Prospectus. The Company represents, warrants and covenants that it
(including its agents and representatives) will not prepare, make, use, authorize, approve or refer
to any “written communication” (as defined in Rule 405 under the Act) in connection with the
issuance and sale of the Initial Notes and the Exchange Notes, other than (i) any communication
pursuant to Rule 134, Rule 135 or Rule 135c under the Act, (ii) any document constituting an offer
to sell or solicitation of an offer to buy the Initial Notes or the Exchange Notes that falls
within the exception from the definition of prospectus in Section 2(a)(10)(a) of the Securities
Act, or (iii) a prospectus satisfying the requirements of section 10(a) of the Securities Act or of
Rule 430, Rule 430A, Rule 430B, Rule 430C or Rule 431 under the Securities Act.



     (c) No Inconsistent Agreements. The Company and the Guarantors will not, on or after
the date of this Agreement, enter into any agreement with respect to their respective securities
that is inconsistent with the rights granted to the Holders in this Agreement or otherwise
conflicts with the provisions hereof. The Company and the Guarantors have not previously entered
into, nor is currently a party to, any agreement granting any registration rights with respect to
their respective securities to any Person that would require such securities to be included in any
Registration Statement filed hereunder. The rights granted to the Holders hereunder do not in any
way conflict with and are not inconsistent with the rights granted to the holders of the Company’s
and the Guarantors’ securities under any agreement in effect on the date hereof.



     (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 (i) in the case of Section 5 hereof and this Section 10(d)(i), the Company has
obtained the written consent of Holders of all outstanding Entitled Securities, and (ii) in the
case of all other provisions hereof, the Company has obtained the written consent of Holders of a
majority of the outstanding principal amount of Entitled Securities (excluding Entitled Securities
held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to or
departure from the provisions hereof that relates exclusively to the rights of Holders whose
Entitled Securities are being tendered pursuant to the Exchange Offer, and that does not affect
directly or indirectly the rights of other Holders whose Entitled Securities are not being tendered
pursuant to such Exchange Offer, may be given by the



18









 




Holders of a majority of the outstanding principal amount of Entitled Securities subject to
such Exchange Offer.




     (e) Additional Guarantors. The Company shall cause any of its Restricted Subsidiaries
(as defined in the Indenture) that becomes, prior to the consummation of the Exchange Offer, a
Guarantor in accordance with the terms and provisions of the Indenture to become a party to this
Agreement as a Guarantor.



     (f) Third Party Beneficiary. The Holders shall be third party beneficiaries to the
agreements made hereunder between the Company and the Guarantors, on the one hand, and the
Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the
extent they may deem such enforcement necessary or advisable to protect their rights hereunder.



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




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




     (ii) if to the Company or the Guarantors:


Milagro Oil & Gas, Inc.

1301 McKinney, Suite 500

Houston, Texas 77010

Attention: General Counsel

Fax: (713) 750-1601



With a copy to:



Porter Hedges LLP

1000 Main Street, 36th Floor

Houston, Texas 77002

Attention: Robert G. Reedy

Fax: (713) 226-6274




     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 receipt acknowledged, if faxed; 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.



     (h) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including without limitation and
without the need for an express assignment, subsequent Holders; provided that nothing herein shall
be deemed to permit any assignment, transfer or other disposition of Entitled Securities in
violation of the terms hereof or of the Purchase Agreement or the Indenture. If any transferee of



19









 




any Holder shall acquire Entitled Securities in any manner, whether by operation of law or
otherwise, such Entitled Securities shall be held subject to all of the terms of this Agreement,
and by taking and holding such Entitled Securities such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this Agreement, including
the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement,
and such Person shall be entitled to receive the benefits hereof.




     (i) 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.



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



     (k) 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.



     (l) 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.



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



[Signature pages follow.]







20









 








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



	 	 	 	 	 
	 	Milagro Oil & Gas, Inc.

 	 
	 	By:  	/s/ James G. Ivey
 	 
	 	 	Name:  	James G. Ivey 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	Milagro Exploration, LLC

 	 
	 	By:  	/s/ James G. Ivey
 	 
	 	 	Name:  	James G. Ivey 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	Milagro Producing, LLC

 	 
	 	By:  	/s/ James G. Ivey
 	 
	 	 	Name:  	James G. Ivey 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	Milagro Mid-Continent LLC

 	 
	 	By:  	/s/ James G. Ivey
 	 
	 	 	Name:  	James G. Ivey 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	Milagro Resources LLC

 	 
	 	By:  	/s/ James G. Ivey
 	 
	 	 	Name:  	James G. Ivey 	 
	 	 	Title:  	President and Chief Executive Officer 	 



[Signature Page to Registration Rights Agreement]




 









 








	 	 	 	 	 
	 	Credit Suisse Securities (USA) LLC

 	 
	 	By:  	/s/ Randy Bayless
 	 
	 	 	Name:  	Randy Bayless 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Wells Fargo Securities, LLC

 	 
	 	By:  	/s/ Jeff Gore
 	 
	 	 	Name:  	Jeff Gore 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Acting on behalf of themselves and as the

Representatives of the several Purchasers
 	 



[Signature Page to Registration Rights Agreement]




 









 








SCHEDULE I




Guarantors




     1. Milagro Exploration, LLC, a Delaware limited liability company



     2. Milagro Producing, LLC, a Delaware limited liability company



     3. Milagro Mid-Continent LLC, a Delaware limited liability company



     4. Milagro Resources LLC, a Delaware limited liability company



 









 





ANNEX A




PLAN OF DISTRIBUTION



Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer
must acknowledge that it will deliver a prospectus in connection with any resale of such exchange
notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of exchange notes received in exchange for unregistered
notes where such unregistered notes were acquired as a result of market-making activities or other
trading activities. To the extent any such broker-dealer participates in the exchange offer, we
have agreed that for a period of up to 180 days we will use commercially reasonable efforts to make
this prospectus, as amended or supplemented, available to such broker-dealer for use in connection
with any such resale, and will deliver as many additional copies of this prospectus and each
amendment or supplement to this prospectus and any documents incorporated by reference in this
prospectus as such broker-dealer may reasonably request.



We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes
received by broker-dealers for their own accounts pursuant to the exchange offer may be sold from
time to time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the exchange notes or a combination of these
methods of resale, at market prices prevailing at the time of resale, at prices related to such
prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers
or to or through brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such exchange notes. Any
broker-dealer that resells exchange notes that were received by it for its own account pursuant to
the exchange offer and any broker or dealer that participates in a distribution of such exchange
notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit
on any such resale of exchange notes and any commissions or concessions received by any such
persons may be deemed to be underwriting compensation under the Securities Act. The letter of
transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the
Securities Act.



We have agreed to pay all expenses incident to the exchange offer and will indemnify the holders of
outstanding notes, including any broker-dealers, against certain liabilities, including liabilities
under the Securities Act.




Annex A-1