EX-4.2






Exhibit 4.2




EXECUTION COPY




REGISTRATION RIGHTS AGREEMENT




by and among




MOOG INC.




and




Banc of America Securities LLC

J.P. Morgan Securities Inc.

HSBC Securities (USA) Inc.

Greenwich Capital Markets, Inc.




Dated as of June 2, 2008




 









 





REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 2,
2008, by and among Moog Inc., a New York corporation (the “Company”) and Banc of America Securities
LLC, J.P. Morgan Securities Inc., HSBC Securities (USA) Inc. and Greenwich Capital Markets, Inc.
(the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 7 1/4% Senior
Subordinated Notes due 2018 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined
below).



     This Agreement is made pursuant to the Purchase Agreement, dated as of May 28, 2008 (the
“Purchase Agreement”), by and among the Company and the Initial Purchasers (i) for the benefit of
the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Notes
(including the Initial Purchasers). In order to induce the Initial Purchasers to purchase the
Initial Notes, 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(k) 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 Payment Date: With respect to the Transfer Restricted Securities, each
Interest Payment Date.



     Advice: As defined in the last paragraph of Section 6 hereof.



     Agreement: As defined in the preamble hereto.



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



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



     Closing Date: The date of this Agreement.



     Commission: The Securities and Exchange Commission.



     Company: As defined in the preamble hereto.



     Consummate: An Exchange Offer shall be deemed “Consummated” for purposes of this Agreement
upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange
Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer,
(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
Notes in the same aggregate principal amount as the aggregate principal



 









 







amount of Transfer Restricted Securities that were tendered by Holders thereof pursuant to the
Exchange Offer.



     Effectiveness Target Date: As defined in Section 5 hereof.



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



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



     Exchange Notes: The 7 1/4% Senior Subordinated Notes due 2018, of 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: The registration by the Company under the Securities Act of the Exchange
Notes pursuant to a Registration Statement pursuant to which the Company offers the Holders of all
outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding
Transfer Restricted Securities held by such Holders for Exchange Notes in an aggregate principal
amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in
such exchange offer by such Holders.



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



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



     Expected Freely Tradable Date: The date that is 365 days following the Closing Date.



     FINRA: Financial Industry Regulatory Authority, Inc.



     Freely Tradable: Means, with respect to a Note, a Note that at any time of determination
(i) may be sold to the public in accordance with Rule 144 under the Securities Act (“Rule 144”) by
a person that is not an “affiliate” (as defined in Rule 144 under the Securities Act) of the
Company where no conditions of Rule 144 are then applicable (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) does not bear any restrictive legends relating to the
Securities Act.



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



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



     Indenture: The indenture, dated as of June 2, 2008, between the Company and Wells Fargo Bank,
National Association, as indenture trustee.



     Initial Notes: As defined in the preamble hereto.



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



     Initial Purchasers: As defined in the preamble hereto.



     Interest Payment Date: As defined in the Indenture and the Notes.



     Notes: The Initial Notes and the Exchange Notes.



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



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



     Purchase Agreement: As defined in the preamble hereto.



     Registration Default: As defined in Section 5 hereof.



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



     Securities Act: The Securities Act of 1933, as amended.



     Shelf Filing Deadline: As defined in Section 4 hereof.



     Shelf Registration Statement: As defined in Section 4 hereof.



     Suspension Notice: As defined in the last paragraph of Section 6 hereof.



     Transfer Restricted Securities: Each Initial Note; provided that an Initial Note shall cease
to be Transfer Restricted Securities on the earliest to occur of (i) the date on which a
Registration Statement with respect to such Initial Note has become effective under the Securities
Act and such Initial Note has been exchanged or disposed of pursuant to such Registration
Statement, (ii) the date on which such Initial Note ceases to be outstanding or (iii) the date on
which such Initial Note is Freely Tradable.



     Trust Indenture Act: The Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa to
77bbbb) and in effect on the date of the Indenture.



     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.



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



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



     Section 3. Registered Exchange Offer.



     (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) below have been complied with) or there are
no Transfer Restricted Securities outstanding on the Expected Freely Tradable Date, the Company
shall (i) cause to be filed with the Commission a Registration Statement under the Securities Act
relating to the Exchange Notes and the Exchange Offer, (ii) use its reasonable best efforts to
cause such Registration Statement to become effective as promptly as possible, (iii) in connection
with the foregoing, use its reasonable best efforts to 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 Notes to be made under state securities or
blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer
(provided, however, that the Company shall not be required to qualify as a foreign corporation or
to take any action that would subject it to general service of process in any such jurisdiction
where it is not presently qualified or where it would be subject to taxation as a foreign
corporation), and (iv) upon the effectiveness of such Registration Statement, commence the Exchange
Offer. The Company shall use reasonable best efforts to Consummate the Exchange Offer not later
than 90 days following the Expected Freely Tradable Date (or if such 90th day is not a
Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the
Company shall not be required to Consummate such Exchange Offer if all of the Securities are Freely
Tradable on or before the Expected Freely Tradable Date. The Exchange Offer, if required pursuant
to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange
Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of
Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.



     (b) If an Exchange Offer Registration Statement is required to be filed and declared
effective pursuant to Section 3(a) above, the Company shall use its reasonable best efforts to
cause the Exchange Offer Registration Statement to be effective continuously and shall keep the
Exchange Offer open for a period of not less than the minimum period required under applicable
federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no
event shall such period be less than 30 days after the date notice of the Exchange Offer is mailed
to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal
and state securities laws. No securities other than the Notes shall be included in the Exchange
Offer Registration Statement. The Company shall use its reasonable best efforts to cause the
Exchange Offer to be Consummated by the Exchange Date; provided, however, that the Company shall
not be required to Consummate the Exchange Offer if all the Securities are Freely Tradable on or
before the Exchange Date.



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     (c) The Company shall indicate in a “Plan of Distribution” section contained in the
Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who
holds Initial Notes 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 Notes 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 Notes 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 Transfer Restricted 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.



     The Company shall use its 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 Transfer
Restricted 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 a Broker-Dealer is 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.



     Notwithstanding anything in this Section 3 to the contrary, the requirements to file and the
requirements to Consummate the Exchange Offer shall terminate at such time as all the Notes are
Freely Tradable.



     Section 4. Shelf Registration.



     (a) Shelf Registration. If (i) the Company cannot consummate the Exchange Offer because the
Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set
forth in Section 6(a) below have been complied with), (ii) for any reason the Exchange Offer is not
Consummated by the Exchange Date and the Notes are not all Freely Tradable on or prior to such
time, or (iii) prior to the Exchange Date: (1) the Initial Purchasers request from the Company
with respect to Transfer Restricted Securities not eligible to be exchanged for Exchange Notes in
an Exchange Offer, (2) 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 Notes



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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
Notes acquired directly from the Company or one of its affiliates, (3) in the case of any Initial
Purchaser, such Initial Purchaser notifies the Company it will not receive Freely Tradable Exchange
Notes in exchange for Transfer Restricted Securities constituting any position of such Initial
Purchaser’s unsold allotment, then, upon such Holder’s request, the Company shall:




     (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the
Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in
either event, the “Shelf Registration Statement”) on or prior to 30 days after the filing
obligation arises but no earlier than the Exchange Date (such date being the “Shelf Filing
Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer
Restricted Securities the Holders of which shall have provided the information required
pursuant to Section 4(b) hereof; and




     (y) use its reasonable best efforts to cause such Shelf Registration Statement to be
declared effective by the Commission on or before the 90th day after the Shelf
Filing Deadline.



     The Company shall use its reasonable best efforts to keep such Shelf Registration Statement
continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and
(c) hereof to the extent necessary to ensure that it is available for resales of Transfer
Restricted 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, until all of the Transfer Restricted Securities covered by such Shelf Registration Statement
have been sold pursuant to such Shelf Registration Statement or are Freely Tradable.
Notwithstanding anything to the contrary, the requirements to file a Shelf Registration Statement
and to have such Shelf Registration Statement become effective and remain effective shall terminate
at such time as all of the Securities are Freely Tradable.



     (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 Notes are not Freely Tradable
by the Expected Freely Tradable Date and either (i) the Exchange Offer has not been Consummated on
or prior to the Exchange Date, (ii) the Shelf Registration Statement is not filed with the
Commission on or prior to the date specified for such filing in this Agreement, (iii) any of such



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Registration Statements has not been declared effective by the Commission on or prior to the
date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), or
(iv) any Registration Statement required by this Agreement is filed and declared effective but
shall thereafter cease to be effective or fail to be usable for its intended purpose without being
succeeded immediately by a post-effective amendment to such Registration Statement that cures such
failure and that is itself immediately declared effective (each such event referred to in clauses
(i) through (iv), a “Registration Default”), the Company hereby agrees that the interest rate borne
by the Transfer Restricted Securities held by each Holder shall be increased by 0.25% per annum on
the principal amount of such Transfer Restricted Securities during the 90-day period immediately
following the occurrence of the first Registration Default and shall increase by 0.25% per annum on
such principal amount at the end of each subsequent 90-day period, but in no event shall such
increase exceed 1.00% per annum. At the earlier of (i) the cure of all Registration Defaults
relating to any particular Transfer Restricted Securities or (ii) the Transfer Restricted
Securities having become Freely Tradable, the interest rate borne by the relevant Transfer
Restricted Securities will be reduced to the original interest rate borne by such Transfer
Restricted Securities; provided, however, that, if after any such reduction in interest rate, a
different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted
Securities shall again be increased pursuant to the foregoing provisions.



     All obligations of the Company 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 the Exchange Offer, if
required pursuant to Section 3(a) hereof the Company shall comply with all of the provisions of
Section 6(c) below, shall use its 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 Offer is permitted by applicable law, the Company hereby agrees to seek
a no-action letter or other favorable decision from the Commission allowing the Company to
Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby
agrees 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 hereby agrees, however, to (A) participate in telephonic conferences
with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to
the Company setting forth the legal bases, if any, upon which such counsel has concluded
that such an Exchange Offer should be permitted and (C) diligently pursue a favorable
resolution by the Commission staff of such submission.




     (ii) As a condition to its participation in the Exchange Offer pursuant to the terms
of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the



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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” (as
defined in Rule 405 under the Securities Act) 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 and (D) it is not
acting on behalf of any Person who could not truthfully make the foregoing representations.
In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in
the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and
agrees 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 of the
Securities Act if the resales are of Exchange Notes obtained by such Holder in exchange for
Transfer Restricted Securities acquired by such Holder directly from the Company.



     (b) Shelf Registration Statement. If required pursuant to Section 4 in connection with the
Shelf Registration Statement, the Company shall comply with all the provisions of Section 6(c)
below and shall use its 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 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 Transfer Restricted Securities by Broker-Dealers), the Company shall:




     (i) use its reasonable best 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; 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



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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 reasonable best efforts to
cause such amendment to be declared effective and such Registration Statement and the
related Prospectus to become usable for their intended purpose(s) as soon as practicable
thereafter;




     (ii) prepare and file with the Commission such amendments and post-effective
amendments to the Registration Statement as may be necessary to keep the Registration
Statement effective for the applicable period set forth in Section 3 or 4 hereof, as
applicable, or such shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement have been sold or are Freely Tradable; 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, to confirm such advice in writing, (A) when the Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with respect to any
Registration Statement or any post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments to the Registration Statement
or amendments or supplements to the Prospectus or for additional information relating
thereto, (C) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Securities Act or of the suspension by
any state securities commission of the qualification of the Transfer Restricted Securities
for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the
preceding purposes, (D) of the existence of any fact or the happening of any event that
makes any statement of a material fact made in the Registration Statement, the Prospectus,
any amendment or supplement thereto, or any document incorporated by reference therein
untrue, or that requires the making of any additions to or changes in the Registration
Statement or the Prospectus in order to make the statements therein not misleading. If at
any time the Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, or any state securities commission or other regulatory authority
shall issue an order suspending the qualification or exemption from qualification of the
Transfer Restricted Securities under state securities or Blue Sky laws, the Company shall
use its reasonable best efforts to obtain the withdrawal or lifting of such order at the
earliest possible time;




     (iv) furnish without charge to 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



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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 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 (provided that each selling Holder,
underwriter or Initial Purchaser agrees to keep confidential, pursuant to a customary
confidentiality agreement, any information obtained pursuant to this paragraph until such
information is disclosed in a filing with the Commission or is otherwise publicly
disclosed), provide copies of such document to the Initial Purchasers, each selling Holder
named in any Registration Statement, and to the underwriter(s), if any, make the Company’s
representatives available for discussion of such document and other customary due diligence
matters, and include such information in such document prior to the filing thereof as such
selling Holders or underwriter(s), if any, reasonably may request;




     (vi) make available at reasonable times for inspection by the Initial Purchasers, any
managing underwriter participating in any disposition pursuant to such Registration
Statement and any attorney or accountant retained by the Initial Purchasers or any of the
underwriter(s), all financial and other records, pertinent corporate documents and
properties of the Company in the offices where such records and documents are normally
maintained and cause the Company’s 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;



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     (viii) cause the Transfer Restricted Securities covered by the Registration Statement
to be rated with the appropriate rating agencies, if so requested by the Holders of a
majority in aggregate principal amount of Notes 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 the Registration Statement, as first filed with the Commission,
and of each amendment thereto, including financial statements and 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 hereby
consents to the use of the Prospectus and any amendment or supplement thereto by each of the
selling Holders and each of the underwriter(s), if any, in connection with the offering and
the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or
supplement thereto;




     (xi) enter into such agreements (including an underwriting agreement; but only in the
case of a Shelf Registration Statement contemplated by this Agreement), and make such
customary 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 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 a Vice President and (z) a
principal financial or accounting officer of the Company, confirming, as of
the date thereof, the matters set forth in paragraphs (i), (ii), (iii) and
(iv) of Section 5(h) 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, covering the matters set



11









 






forth in paragraph (f) of Section 5 of the Purchase Agreement and such
other matter as such parties may reasonably request, and in any event
including a statement to the effect that such counsel has participated in
conferences with officers and other representatives of the Company,
representatives of the independent registered public accountants for the
Company, the representatives of the Initial Purchasers and the counsel of
the Initial Purchasers in connection with the preparation of such
Registration Statement and the related Prospectus and have considered the
matters required to be stated therein and the statements contained therein,
although such counsel has not independently verified the accuracy,
completeness or fairness of such statements; and that such counsel advises
that, on the basis of the foregoing (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 the light of the circumstances under which they
were made, not misleading. Without limiting the foregoing, such counsel may
state further that such counsel assumes no responsibility for, and has not
independently verified, the accuracy, completeness or fairness of the
financial statements, notes and schedules and other financial data included
in any Registration Statement contemplated by this Agreement or the related
Prospectus; and




(3) a customary comfort letter, dated the date of 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 Section 5(d) of the Purchase
Agreement, without exception;




          (B) in the case of an underwritten offering, 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



12









 






          (C) in the case of an underwritten offering, 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 customary agreement entered into by the Company
pursuant to this clause (xi), if any.




     If at any time prior to the completion of the resale of Transfer Restricted Securities
pursuant to a Shelf Registration Statement, the representations and warranties of the
Company contemplated in clause (A)(1) above cease to be true and correct, the Company shall
so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder
promptly and, if requested by such Persons, shall confirm such advice in writing;




     (xii) prior to any public offering of Transfer Restricted Securities, cooperate with
the selling Holders, the underwriter(s), if any, and their respective counsel in connection
with the registration and qualification of the Transfer Restricted Securities under the
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 the Company shall not 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 Transfer Restricted Securities
covered by the Shelf Registration Statement, Exchange Notes, having an aggregate principal
amount equal to the aggregate principal amount of Transfer Restricted Securities surrendered
to the Company by such Holder in exchange therefor or being sold by such Holder; such
Exchange Notes to be registered in the name of such Holder or in the name of the
purchaser(s) of such Notes, as the case may be; in return, the Transfer Restricted
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 reasonable best efforts to cause the Transfer Restricted Securities
covered by the Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the seller or sellers
thereof or the underwriter(s), if any, to consummate the disposition of such Transfer
Restricted Securities, subject to the proviso contained in clause (viii) above;



13









 






     (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 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 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 the Registration Statement and provide the Trustee under the Indenture
with printed certificates for the Transfer Restricted Securities which are in a form
eligible for deposit with the Depositary Trust Company;




     (xviii) in connection with a sale of Transfer Restricted Securities pursuant to a
Shelf Registration Statement and an underwriting agreement, cooperate and assist in any
filings required to be made with FINRA and in the performance of any due diligence
investigation by any underwriter (including any “qualified independent underwriter”) that is
required to be retained in accordance with the rules and regulations of FINRA, and use its
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 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
commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such
an offering, beginning with the first month of the Company’s first fiscal quarter commencing
after the effective date of the Registration Statement;




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



14









 






     (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 referred to in Section 6(c)(iii)(C) hereof, any notice from the Company of the existence of
any fact of the kind described in Section 6(c)(iii)(D) hereof or any notice from the Company of its
determination, in its reasonable judgment, that the continued effectiveness and use of the
Registration Statement and the Prospectus included therein would require the disclosure of
confidential information or interfere with any financing, acquisition, corporate reorganization or
other material transaction or development involving the Company (in each case, a “Suspension
Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement until (i) such Holder’s receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, (ii) the lifting
of any stop order by the Commission, or (iii) until it is advised in writing (the “Advice”) by the
Company that the use of the Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus. Such Holder receiving a
Suspension Notice hereby agrees that 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 Suspension Notice. In the event the Company shall give any
such 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 the number of days during
the period from and including the date of the giving of such Suspension Notice 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 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 (including filings
made by any Initial Purchaser or Holder with FINRA (and, if applicable, the fees and expenses of
any “qualified independent underwriter” and its counsel that may be required by the rules and
regulations of FINRA)); (ii) all fees and expenses of compliance with federal securities and state
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,
subject to Section 7(b) below, the Holders of Transfer Restricted Securities; (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 thereof; and (vi) all fees and
disbursements of independent certified public accountants of the Company



15









 




(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 Offer and/or resold pursuant to the “Plan of
Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the
Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more
than one counsel, who shall be Shearman & Sterling LLP or such other counsel as may be chosen by
the Holders of a majority in principal amount of the Transfer Restricted Securities for whose
benefit such Registration Statement is being prepared.



     Section 8. Indemnification.



     (a) The Company agrees 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 chosen by such
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, provided, however, that
the Company shall not be liable (i) 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 furnished in writing to the Company by
any of the Holders expressly for use therein and (ii) for any such loss, claim, damage or liability
with respect to a Prospectus, prospectus supplement or Registration Statement in the event that
such Indemnified Holder has received a Suspension Notice. This indemnity agreement shall be in
addition to any liability which the Company may otherwise have.



     Promptly after receipt by an Indemnified Holder under this Section 8 of notice of the
commencement of any action, such Indemnified Holder will, if a claim in respect thereof is to be



16









 




made against the Company under this Section 8, notify the Company in writing of the
commencement thereof, but the omission so to notify the Company will not relieve it from any
liability which it may have to the Indemnified Holder for contribution or otherwise than under the
indemnity agreement contained in this Section 8 or to the extent that the Company is not prejudiced
as a proximate result of such failure. In case any such action is brought against any Indemnified
Holder and such Indemnified Holder seeks or intends to seek indemnity from the Company, the Company
will be entitled to participate in, and, to the extent that it shall elect, jointly with all other
indemnifying parties similarly notified, by written notice delivered to the Indemnified Holder
promptly after receiving the aforesaid notice from such Indemnified Holder, to assume the defense
thereof with counsel reasonably satisfactory to such Indemnified Holder; provided, however, if the
defendants in any such action include both the Indemnified Holder and the Company and the
Indemnified Holder shall have reasonably concluded that a conflict may arise between the positions
of the Company and the Indemnified Holder in conducting the defense of any such action or that
there may be legal defenses available to it and/or other Indemnified Holders which are different
from or additional to those available to the Company, the Indemnified Holder or Indemnified Holders
shall have the right to select separate counsel to assume such legal defenses and to otherwise
participate in the defense of such action on behalf of such Indemnified Holder or Indemnified
Holders. Upon receipt of notice from the Company to such Indemnified Holder of the Company’s
election so to assume the defense of such action and approval by the Indemnified Holder of counsel,
the Company will not be liable to such Indemnified Holder under this Section 8 for any legal or
other expenses subsequently incurred by such Indemnified Holder in connection with the defense
thereof unless (i) the Indemnified Holder shall have employed separate counsel in accordance with
the proviso to the next preceding sentence (it being understood, however, that the Company shall
not be liable for the expenses of more than one separate counsel (together with local counsel),
approved by the Company, representing the Indemnified Holders who are parties to such action) or
(ii) the Company shall not have employed counsel satisfactory to the Indemnified Holder to
represent the Indemnified Holder within a reasonable time after notice of commencement of the
action, in each of which cases, the fees and expenses of counsel shall be at the expense of the
Company. The Company 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 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.




17









 








     (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company and its directors, officers of the Company 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 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, or in writing on their behalf, expressly for use in any Registration Statement. In
case any action or proceeding shall be brought against the Company or its directors or officers or
any such controlling person in respect of which indemnity may be sought against a Holder of
Transfer Restricted Securities, such Holder shall have the rights and duties given the Company and
the Company or its 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, 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 less any discount received by the Initial Purchasers in the Initial
Placement), the amount of Additional Interest which did not become payable as a result of the
filing of the Registration Statement resulting in such losses, claims, damages, liabilities,
judgments actions or expenses, and such Registration Statement, or if such allocation is not
permitted by applicable law, the relative fault of the Company 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 on the one hand and of the Indemnified
Holder on the other shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Company or 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.



     The Company 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



18









 




preceding paragraph shall be deemed to include, subject to the limitations set forth above,
any legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 8, none of the Holders (and its related Indemnified Holders) shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the total discount
received by such Holder with respect to the Initial Notes 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 Notes held by each of the Holders hereunder and not joint.




     Section 9. Rule 144A. The Company 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 under the Securities Act.



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



     Section 11. Selection Of Underwriters. The Holders of Transfer Restricted
Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer
Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the
investment banker 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 hereby agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement
and hereby agree to waive the defense in any action for specific performance that a remedy at law
would be adequate.



     (b) No Inconsistent Agreements. The Company will not on or after the date of this Agreement
enter into any agreement with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The
rights granted to the Holders hereunder do not in any way conflict with and are not



19









 




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 Notes. The Company will not take any action, or permit any
change to occur, with respect to the Notes 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. Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the rights of Holders
whose securities are being tendered pursuant to the Exchange Offer and that does not affect
directly or indirectly the rights of other Holders whose securities are not being tendered pursuant
to such Exchange Offer may be given by the Holders of a majority of the outstanding principal
amount of Transfer Restricted Securities being tendered or registered; provided, however, that,
with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser,
the Company shall obtain the written consent of each such Initial Purchaser with respect to which
such amendment, qualification, supplement, waiver, consent or departure is to be effective.



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




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




     (ii) if to the Company:


Moog Inc.

6860 Seneca Street

P.O. Box 18

East Aurora, New York 14052-0018

Facsimile: (716) 687-4288

Attention: John R. Scannell





     with a copy to:


Hodgson Russ LLP

One M&T Plaza, Suite 2000

Buffalo, New York 14203

Facsimile: (716) 849-0349

Attention: John B. Drenning, Esq., John J. Zak, Esq.




     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if



20









 







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 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.



21









 





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



	 	 	 	 	 
	 	MOOG INC.,

a New York corporation

 	 
	 	By:  	/s/ John Scannell
 	 
	 	 	Name:  	John R. Scannell 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 




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



BANC OF AMERICA SECURITIES LLC

J.P. MORGAN SECURITIES INC.

HSBC SECURITIES (USA) INC.

GREENWICH CAPITAL MARKETS, INC.




	 	 	 	 	 
	By:

	 	Banc of America Securities LLC
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Stephan Jaeger	 	 
	 

	 	 	 	 
	 

	 	Name: Stephan Jaeger	 	 
	 

	 	Title: Managing Director	 	 





Registration
Rights Agreement