Exhibit 4.2


 




 





 


REGISTRATION RIGHTS AGREEMENT


 


Dated as of May 14, 2004


 


By and Among


 


LAZY DAYS’ R.V. CENTER, INC. 

as Issuer,


 


and


 


DEUTSCHE BANK SECURITIES INC.,

JEFFERIES & COMPANY, INC.


 


and


 


WELLS FARGO SECURITIES, LLC,


 


as Initial Purchasers


 




 





 


$152,000,000


 


11 3/4% SENIOR NOTES DUE 2012


 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Exchange Offer

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Shelf Registration

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Additional Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Registration Procedures

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Registration Expenses

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Rule 144 and 144A

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Underwritten Registrations

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Miscellaneous

  	
   

  



 


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REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (the “Agreement”) is dated as
of May 14, 2004 by and among Lazy Days’ R.V. Center, Inc., a Florida
corporation (the “Issuer”) and Deutsche Bank Securities Inc., Jefferies
& Company, Inc. and Wells Fargo Securities, LLC (individually, an “Initial
Purchaser” and, together, the “Initial Purchasers”).


 


This Agreement is entered into in connection with the Purchase
Agreement, dated as of May 12, 2004, by and among the Issuer and the Initial
Purchasers (the “Purchase Agreement”) that provides for the sale by the
Issuer to the Initial Purchasers of $152,000,000 aggregate principal amount of
the Issuer’s 11 3/4% Senior Notes due 2012 (the “Notes”).  In order to induce the Initial Purchasers to
enter into the Purchase Agreement, the Issuer has agreed to provide the
registration rights set forth in this Agreement for the benefit of the Initial
Purchasers and their direct and indirect transferees and assigns.  The execution and delivery of this Agreement
is a condition to the Initial Purchasers’ obligation to purchase the Notes
under the Purchase Agreement.


 


The parties hereby agree as follows:


 


1.                                       Definitions


 


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


 


Additional Interest:  See Section 4(a) hereof.


 


Advice:  See the last paragraph of Section 5
hereof.


 


Agreement:  See the first introductory paragraph hereto.


 


Applicable Period:  See Section 2(b) hereof.


 


Closing Date:  The Closing Date as defined in the Purchase
Agreement.


 


Effectiveness Date:  The date that is 180 days after the Issue
Date; provided, however, that with respect to any Shelf
Registration, the Effectiveness Date shall be the 180th day after the delivery
of a Shelf Notice as required pursuant to Section 2(c) hereof.


 


Effectiveness Period:  See Section 3(a) hereof.


 


Event Date:  See Section 4(b) hereof.


 

















 


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


 


Exchange Notes:  See Section 2(a) hereof.


 


Exchange Offer:  See Section 2(a) hereof.


 


Exchange Offer Registration Statement:  See Section 2(a) hereof.


 


Filing Date:  (A) If an Exchange Offer Registration
Statement has been filed by the Issuer pursuant to this Agreement, the 90th day
after the Issue Date; and (B) with respect to a Shelf Registration Statement,
the 90th day after the delivery of a Shelf Notice as required pursuant to
Section 2(c) hereof.


 


Holder:  Any holder of a Registrable Note or Registrable
Notes.


 


Indemnified Person:  See Section 7(c) hereof.


 


Indemnifying Person:  See Section 7(c) hereof.


 


Indenture:  The Indenture, dated as of May 14, 2004 by
and between the Issuer and The Bank of New York, as trustee, pursuant to which
the Notes are being issued, as amended or supplemented from time to time in
accordance with the terms thereof.


 


Initial Purchasers:  See the first introductory paragraph hereto.


 


Initial Shelf Registration:  See Section 3(a) hereof.


 


Issue Date:  The date on which the Notes were sold to the
Initial Purchasers pursuant to the Purchase Agreement.


 


Issuer:  See the introductory paragraph hereto.


 


NASD:  See Section 5(r) hereof.


 


Notes:  See the second introductory paragraph
hereto.


 


Offering Memorandum:  The final offering memorandum of the Issuer
dated May 12, 2004, in respect of the offering of the Notes.


 


Participant:  See Section 7(a) hereof.


 


Participating Broker-Dealer:  See Section 2(b) hereof.


 


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Person:  An individual, trustee, corporation,
partnership, limited liability company, joint stock company, trust,
unincorporated association, union, business association, firm or other legal
entity.


 


Private Exchange:  See Section 2(b) hereof.


 


Private Exchange Notes:  See Section 2(b) hereof.


 


Prospectus:  The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, and all other amendments and
supplements to the Prospectus, with respect to the terms of the offering of any
portion of the Registrable Notes covered by such Registration Statement
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.


 


Purchase Agreement:  See the second introductory paragraph
hereto.


 


Registrable Notes:  Each Note upon original issuance of the
Notes and at all times subsequent thereto, each Exchange Note as to which
Section 2(c)(v) hereof is applicable upon original issuance and at all
times subsequent thereto and each Private Exchange Note upon original issuance
thereof and at all times subsequent thereto, until in the case of any such
Note, Exchange Note or Private Exchange Note, as the case may be, the earliest
to occur of (i) a Registration Statement (other than, with respect to any
Exchange Note as to which Section 2(c)(v) hereof is applicable, the
Exchange Offer Registration Statement) covering such Note, Exchange Note or
Private Exchange Note, as the case may be, has been declared effective by the
SEC and such Note, Exchange Note or Private Exchange Note, as the case may be,
has been disposed of in accordance with such effective Registration Statement,
(ii) such Note, Exchange Note or Private Exchange Note, as the case may be, is
sold in compliance with Rule 144, (iii) such Note has been exchanged for an
Exchange Note or Exchange Notes pursuant to an Exchange Offer and is entitled
to be resold without complying with the prospectus delivery requirements of the
Securities Act and (iv) such Note, Exchange Note or Private Exchange Note, as
the case may be, ceases to be outstanding for purposes of the Indenture.


 


Registration Statement:  Any registration statement of the Issuer,
including, but not limited to, the Exchange Offer Registration Statement and
any registration statement filed in connection with a Shelf Registration, filed
with the SEC pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such registration statement,
including post-effective amendments, all exhibits and all material incorporated
by reference or deemed to be incorporated by reference in such registration
statement.


 


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Rule 144:  Rule 144 promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule (other
than Rule 144A) or regulation hereafter adopted by the SEC providing for offers
and sales of securities made in compliance therewith resulting in offers and
sales by subsequent holders that are not affiliates of an issuer of such
securities being free of the registration and prospectus delivery requirements
of the Securities Act.


 


Rule 144A:  Rule 144A promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule (other
than Rule 144) or regulation hereafter adopted by the SEC.


 


Rule 415:  Rule 415 promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC.


 


SEC:  The Securities and Exchange Commission.


 


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


 


Shelf Notice:  See Section 2(c) hereof.


 


Shelf Registration:  See Section 3(a) hereof.


 


Subsequent Shelf Registration:  See Section 3(b) hereof.


 


TIA:  The Trust Indenture Act of 1939, as amended.


 


Trustee:  The trustee under the Indenture and, if
existent, the trustee under any indenture governing the Exchange Notes and
Private Exchange Notes (if any).


 


Underwritten registration or underwritten
offering:  A
registration in which securities of the Issuer are sold to an underwriter for
reoffering to the public.


 


2.                                       Exchange Offer


 


(a)                                  The
Issuer shall use its reasonable best efforts to file with the SEC, to the
extent not prohibited by any applicable law or applicable interpretation of the
staff of the SEC no later than the Filing Date, a Registration Statement on an
appropriate registration form (the “Exchange Offer Registration Statement”)
with respect to a registered offer (the “Exchange Offer”) to exchange
any and all of the Registrable Notes (other than the Private Exchange Notes, if
any) for a like aggregate principal amount of debt securities of the Issuer
that are identical in all material respects to the Notes ( the “Exchange
Notes”) (and that are entitled to the benefits of the Indenture or a trust
indenture that is identical in all material respects to the Indenture (other
than such changes to the Indenture or any such identical trust 


 


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indenture as are necessary to comply with any requirements of the SEC
to effect or maintain the qualification thereof under the TIA) and that, in
either case, has been qualified under the TIA), except that the Exchange Notes
(other than Private Exchange Notes, if any) shall have been registered pursuant
to an effective Registration Statement under the Securities Act and shall
contain no restrictive legend thereon. 
The Exchange Offer shall comply with all applicable tender offer rules
and regulations under the Exchange Act. 
The Issuer agrees to use its reasonable best efforts to (x) cause the
Exchange Offer Registration Statement to be declared effective under the
Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer
open for not less than 30 days (or longer if required by applicable law) after
the date that notice of the Exchange Offer is mailed to Holders; and (z)
consummate the Exchange Offer on or prior to the 225th day following the Issue
Date.  If after such Exchange Offer
Registration Statement is declared effective by the SEC, the Exchange Offer or
the issuance of the Exchange Notes thereunder is interfered with by any stop
order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such Exchange Offer Registration Statement shall
be deemed not to have become effective for purposes of this Agreement during
the period of such interference until the Exchange Offer may legally resume.


 


Each Holder who participates in the Exchange Offer will be required to
represent in writing (i) that any Exchange Notes received by it will be
acquired in the ordinary course of its business, (ii) at the time of the
consummation of the Exchange Offer such Holder will have no arrangement or
understanding with any Person to participate in the distribution of the
Exchange Notes in violation of the provisions of the Securities Act, (iii) that
such Holder is not an affiliate of the Issuer within the meaning of the
Securities Act and is not acting on behalf of any persons or entities who could
not truthfully make the foregoing representations, (iv) if such Holder is not a
broker-dealer, that is not engaged in, and does not intend to engage in, the
distribution of Exchange Notes, and (v) if such Holder is a broker-dealer that
will receive Exchange Notes for its own account in exchange for Notes that were
acquired as a result of market-making or other trading activities, that it will
deliver a prospectus in connection with any resale of such Exchange Notes.


 


Upon consummation of the Exchange Offer in accordance with this
Section 2, the provisions of this Agreement shall continue to apply, mutatis
mutandis, solely with respect to Registrable Notes that are Private Exchange
Notes and Exchange Notes held by Participating Broker-Dealers, and the Issuer
shall have no further obligation to register Registrable Notes (other than
Private Exchange Notes and other than in respect of any Exchange Notes as to
which clause 2(c)(v) hereof applies) pursuant to Section 3 hereof.  No securities other than the Exchange Notes
shall be included in the Exchange Offer Registration Statement.


 


(b)                                 The
Issuer shall include within the Prospectus contained in the Exchange Offer
Registration Statement a section entitled “Private Placement,” reasonably
acceptable to the Initial Purchasers, that shall contain a summary statement of
the positions 


 


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taken or policies made by the Staff of the SEC with respect to the
potential “underwriter” status of any broker-dealer that is the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes
received by such broker-dealer in the Exchange Offer (a “Participating
Broker-Dealer”), whether such positions or policies have been publicly
disseminated by the staff of the SEC or such positions or policies, in the
judgment of the Initial Purchasers, represent the prevailing views of the staff
of the SEC.  Such “Plan of Distribution”
section shall also expressly permit, to the extent permitted by applicable
policies and regulations of the SEC, the use of the Prospectus by all Persons
subject to the prospectus delivery requirements of the Securities Act,
including to the extent permitted by applicable policies and regulations of the
SEC, all Participating Broker-Dealers, and include a statement describing the
means by which Participating Broker-Dealers may resell the Exchange Notes in
compliance with the Securities Act.


 


The Issuer shall use its reasonable best efforts to keep the Exchange
Offer Registration Statement effective and to amend and supplement the
Prospectus contained therein in order to permit such Prospectus to be lawfully
delivered by all Persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as is necessary to comply with
applicable law in connection with any resale of the Exchange Notes covered
thereby.


 


If, prior to consummation of the Exchange Offer, the Initial Purchasers
hold any Notes acquired by them and having, or that are reasonably likely to be
determined to have, the status of an unsold allotment in the initial
distribution, the Issuer, upon the request of the Initial Purchasers
simultaneously with the delivery of the Exchange Notes in the Exchange Offer,
shall issue and deliver to the Initial Purchasers in exchange (the “Private
Exchange”) for such Notes held by the Initial Purchasers a like principal
amount of debt securities of the Issuer that are identical in all material
respects to the Exchange Notes (the “Private Exchange Notes”) (and that
are issued pursuant to the same indenture as the Exchange Notes), except for
the placement of a restrictive legend on such Private Exchange Notes.  The Private Exchange Notes shall bear the
same CUSIP number as the Exchange Notes.


 


Interest on each Exchange Note will accrue (A) from the later of (i)
the last interest payment date on which interest was paid on the Note
surrendered in exchange therefor, or (ii) if the Note is surrendered for
exchange on a date in a period which includes the record date for an interest
payment date to occur on or after the date of such exchange and as to which
interest will be paid, the date of such interest payment date or (B) if no
interest has been paid on such Note, from the Issue Date.


 


In connection with the Exchange Offer, the Issuer shall:


 


(1)                                  mail to each Holder a
copy of the Prospectus forming part of the Exchange Offer Registration
Statement, together with an appropriate letter of transmittal and related
documents;


 


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(2)                                  utilize the services
of a depositary for the Exchange Offer with an address in the Borough of
Manhattan, The City of New York;


 


(3)                                  permit Holders to
withdraw tendered Notes at any time prior to the close of business, New York
time, on the last business day on which the Exchange Offer shall remain open;
and


 


(4)                                  otherwise comply in
all material respects with all applicable laws, rules and regulations.


 


As soon as practicable after the close of the Exchange Offer or the
Private Exchange, as the case may be, the Issuer shall:


 


(1)                                  accept for exchange
all Registrable Notes properly tendered and not validly withdrawn pursuant to
the Exchange Offer or the Private Exchange;


 


(2)                                  deliver to the
Trustee for cancellation all Registrable Notes so accepted for exchange; and


 


(3)                                  cause the Trustee to
authenticate and deliver promptly to each Holder of Notes, Exchange Notes or
Private Exchange Notes, as the case may be, equal in principal amount to the
Notes of such Holder so accepted for exchange.


 


The Exchange Notes and the Private Exchange Notes may be issued under
(i) the Indenture or (ii) an indenture identical in all material respects to
the Indenture, which in either event has been qualified under the TIA or is
exempt from such qualification and shall provide that (1) the Exchange Notes
shall not be subject to the transfer restrictions set forth in the Indenture
and (2) the Private Exchange Notes shall be subject to the transfer restrictions
set forth in the Indenture.  The
Indenture or such indenture shall provide that the Exchange Notes, the Private
Exchange Notes and the Notes shall vote and consent together on all matters as
one class and that none of the Exchange Notes, the Private Exchange Notes or
the Notes will have the right to vote or consent as a separate class on any
matter.


 


(c)                                  If,
(i) because of any change in law or in currently prevailing interpretations of
the Staff of the SEC, the Issuer is not permitted to effect an Exchange Offer,
(ii) the Exchange Offer is not consummated within 225 days of the Issue Date
(provided that if the Exchange Offer shall be consummated after such 225-day
period, then the Issuer’s obligation under this clause (ii) arising from the
failure of the Exchange Offer to be consummated within such 225-day period
shall terminate), (iii) the holder of Private Exchange Notes so requests at any
time within 90 days after the consummation of the Private Exchange, (iv)
because of any changes in law or in currently prevailing interpretations of the
staff of the SEC, a Holder (other than an Initial Purchaser holding Notes
acquired directly from the Issuer) is not permitted to participate in the
Exchange Offer or (v) in the case of any Holder that participates in the 


 


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Exchange Offer, such Holder does not receive Exchange Notes on the date
of the exchange that may be sold without restriction under state and federal
securities laws (other than due solely to the status of such Holder as an
affiliate of the Issuer within the meaning of the Securities Act), then the
Issuer shall promptly deliver written notice thereof (the “Shelf Notice”)
to the Trustee and in the case of clauses (i), (ii) and (iv), all Holders, in
the case of clause (iii), the Holders of the Private Exchange Notes and in the
case of clause (v), the affected Holder, and shall file a Shelf Registration
pursuant to Section 3 hereof.


 


3.                                       Shelf Registration


 


If a Shelf Notice is delivered as contemplated by Section 2(c)
hereof, then:


 


(a)                                  Shelf
Registration.  The Issuer shall file
with the SEC a Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415 covering all of the Registrable Notes not
exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as
to which Section 2(c)(iv) is applicable (the “Initial Shelf
Registration”).  The Issuer shall
use its reasonable best efforts to file with the SEC the Shelf Registration on
or prior to the applicable Filing Date. 
The Shelf Registration shall be on Form S-1 or another appropriate form
permitting registration of such Registrable Notes for resale by Holders in the
manner or manners designated by them (including, without limitation, one or
more underwritten offerings).  The
Issuer shall not permit any securities other than the Registrable Notes to be
included in the Shelf Registration.


 


The Issuer shall use its reasonable best
efforts to cause the Shelf Registration to be declared effective under the
Securities Act on or prior to the Effectiveness Date and to keep the Shelf
Registration continuously effective under the Securities Act until the date
that is two years from the Issue Date or such shorter period ending when all
Registrable Notes  covered by the Shelf
Registration have been sold in the manner set forth and as contemplated in the
Shelf Registration or cease to be outstanding (the “Effectiveness Period”);
provided, however,
that the Effectiveness Period in respect of the Shelf Registration shall be
extended to  the extent required to
permit dealers to comply with the applicable prospectus delivery requirements
of Rule 174 under the Securities Act and as otherwise provided herein.


 


(b)                                 Withdrawal
of Stop Orders.  If the Initial
Shelf Registration or any Subsequent Shelf Registration ceases to be effective
for any reason at any time during the Effectiveness Period (other than because
of the sale of all of the securities registered thereunder), the Issuer shall
use all commercially reasonable efforts to obtain the prompt withdrawal of any
order suspending the effectiveness thereof and in any event shall within 30
days of such cessation of effectiveness amend such Shelf Registration Statement
in a manner to obtain the withdrawal of the order suspending the effectiveness
thereof, or file an additional Shelf Registration Statement pursuant to Rule
415 


 


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covering all of the Registrable Notes covered by and not sold under the
Initial Shelf Registration or an earlier Subsequent Shelf Registration (each, a
“Subsequent Shelf Registration”). 
If a Subsequent Shelf Registration is filed, the Issuers shall use their
reasonable best efforts to cause the Subsequent Shelf Registration to be
declared effective under the Securities Act as soon as practicable after such
filing and to keep such subsequent Shelf Registration continuously effective
for a period equal to the number of days in the Effectiveness Period less the
aggregate number of days during which the Initial Shelf Registration or any
Subsequent Shelf Registration was previously continuously effective.  As used herein the term “Shelf
Registration” means the Initial Shelf Registration and any Subsequent Shelf
Registration.


 


(c)                                  Supplements
and Amendments.  The Issuer shall
promptly supplement and amend the Shelf Registration if required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration, if required by the Securities Act, or if reasonably
requested by the Holders of a majority in aggregate principal amount of the
Registrable Notes covered by such Registration Statement or by any underwriter
of such Registrable Notes.


 


4.                                       Additional Interest


 


(a)                                  The
Issuer and the Initial Purchasers agree that the Holders of Registrable Notes
will suffer damages if the Issuer fails to fulfill its obligations under
Section 2 or Section 3 hereof and that it would not be feasible to
ascertain the extent of such damages with precision.  Accordingly, the Issuer agrees to pay, as liquidated damages,
additional interest on the Notes (“Additional Interest”) under the
circumstances and to the extent set forth below (without duplication):


 


(i)                  if (A) neither the Exchange Offer
Registration Statement nor the Initial 
Shelf Registration has been filed on or prior to the applicable Filing
Date or (B) notwithstanding that the Issuer has consummated or will consummate
the Exchange Offer, the Issuer is required to file a Shelf Registration and
such Shelf Registration is not filed on or prior to the Filing Date applicable
thereto, then, commencing on the day after any such Filing Date, Additional
Interest shall accrue on the Notes over and above the stated interest at a rate
of 0.25% per annum for the first 90 days immediately following the Filing Date,
such Additional Interest rate increasing by an additional 0.25% per annum at
the beginning of each subsequent 90-day period;


 


(ii)               if (A) neither the Exchange Offer
Registration Statement nor the Initial Shelf Registration is declared effective
by the SEC on or prior to 180 days after the Issue Date or (B) notwithstanding
that the Issuer has consummated or will consummate the Exchange Offer, the
Issuer is required to file a Shelf Registration and such Shelf Registration is
not declared effective by the SEC on or prior to the 45th day following the
date such Shelf Registration was filed, then, commencing on the day after such
required 


 


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effective date, Additional Interest shall accrue on the principal amount
of the Notes at a rate of 0.25% per annum for the first 90 days immediately
following each such filing date, such Additional Interest rate increasing by an
additional 0.25% per annum at the beginning of each subsequent 90-day period;
and


 


(iii)            if either (A) the Issuer has not exchanged
Exchange Notes for all Notes validly tendered in accordance with the terms of
the Exchange Offer on or prior to the 45th day after the date on which the
Exchange Offer Registration Statement was declared effective or (B) if
applicable, a Shelf Registration has been declared effective and such Shelf
Registration ceases to be effective at any time prior to the second anniversary
of the Issue Date (other than after such time as all Notes have been disposed
of thereunder), then Additional Interest shall accrue on the principal amount
of the Notes at a rate of 0.25% per annum for the first 90 days commencing on
(x) the 46th day after such effective date, in the case of (A) above, or (y)
the day such Shelf Registration ceases to be effective, in the case of (B)
above, such Additional Interest rate increasing by an additional 0.25% per
annum at the beginning of each such subsequent 90-day period;


 


provided, however, that the Additional
Interest rate on the Notes may not accrue under more than one of the foregoing
clauses (i) through (iii) of this Section 4(a) at the same time and at no
time shall the aggregate amount of Additional Interest accruing exceed at any
one time in the aggregate 1.0% per annum; and provided, further,
that (1) upon the filing of the Exchange Offer Registration Statement or a
Shelf Registration (in the case of clause (i) of this Section 4(a)), (2)
upon the effectiveness of the Exchange Offer Registration Statement or the
Shelf Registration (in the case of clause (ii) of this Section 4(a)), or
(3) upon the exchange of Exchange Notes for all Notes tendered (in the case of
clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the
applicable Shelf Registration that had ceased to remain effective (in the case
of (iii)(B) of this Section 4(a)), Additional Interest on the Notes as a
result of such clause (or the relevant subclause thereof), as the case may be,
shall cease to accrue.


 


(b)                                 The
Issuer shall notify the Trustee within one business day after each and every
date on which an event occurs in respect of which Additional Interest is
required to be paid (an “Event Date”). 
Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or
(a)(iii) of this Section 4 will be payable in cash semi-annually on each
November 15 and May 15 (to the holders of record on the November 1
and May 1 immediately preceding such dates), commencing with the first such
date occurring after any such Additional Interest commences to accrue.  The amount of Additional Interest will be
determined by multiplying the applicable Additional Interest rate by the
principal amount of the Registrable Notes, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year
consisting of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed) and the denominator of which is 360.


 


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5.                                       Registration Procedures


 


In connection with the filing of any Registration Statement pursuant to
Sections 2 or 3 hereof, the Issuer shall effect such registrations to permit
the sale of the securities covered thereby in accordance with the intended
method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Issuer hereunder, the
Issuer shall:


 


(a)                                  use
its reasonable best efforts to prepare and file with the SEC prior to the
Filing Date, a Registration Statement or Registration Statements as prescribed
by Sections 2 or 3 hereof, and use its reasonable best efforts to cause each
such Registration Statement to become effective and remain effective as
provided herein; provided, however, that, if (1) such filing is
pursuant to Section 3 hereof or (2) a Prospectus contained in an Exchange
Offer Registration Statement filed pursuant to Section 2 hereof is
required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period,
before filing any Registration Statement or Prospectus or any amendments or
supplements thereto, the Issuer shall furnish to and afford the Holders of the
Registrable Notes covered by such Registration Statement or each such
Participating Broker-Dealer, as the case may be, their counsel and the managing
underwriters, if any, a reasonable opportunity to review copies of all such
documents (including copies of any documents to be incorporated by reference
therein and all exhibits thereto) proposed to be filed (in each case at least
three business days prior to such filing). 
The Issuer shall not file any Registration Statement or Prospectus or
any amendments or supplements thereto if the Holders of a majority in aggregate
principal amount of the Registrable Notes covered by such Registration
Statement, or any such Participating Broker-Dealer, as the case may be, or
their counsel, or the managing underwriters, if any, shall reasonably object on
a timely basis.


 


(b)                                 Prepare
and file with the SEC such amendments and post-effective amendments to each
Shelf Registration or Exchange Offer Registration Statement, as the case may
be, as may be necessary to keep such Registration Statement continuously
effective for the Effectiveness Period or the Applicable Period, as the case
may be; cause the related Prospectus to be supplemented by any prospectus
supplement required by applicable law, and as so supplemented to be filed
pursuant to Rule 424 (or any similar provisions then in force) promulgated
under the Securities Act; and comply in all material respects with the
provisions of the Securities Act and the Exchange Act applicable to it with
respect to the disposition of all securities covered by such Registration
Statement as so amended or in such Prospectus as so supplemented and with
respect to the subsequent resale of any securities being sold by a
Participating Broker-Dealer covered by any such Prospectus; the Issuer shall be
deemed not to have used its reasonable best efforts to keep a Registration
Statement effective during the 


 


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Applicable Period if the Issuer voluntarily takes any action that would
result in selling Holders of the Registrable Notes covered thereby or Participating
Broker-Dealers seeking to sell Exchange Notes not being able to sell such
Registrable Notes or such Exchange Notes during that period, unless such action
is required by applicable law or unless the Issuer complies in all material
respects with this Agreement, including without limitation, the provisions of
paragraph 5(k) hereof and the last paragraph of this Section 5.


 


(c)                                  If
(1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act
by any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, the Issuer shall notify the selling Holders of Registrable
Notes, or each such Participating Broker-Dealer, as the case may be, their
counsel and the managing underwriters, if any, promptly (but in any event
within two business days) and confirm such notice in writing, (i) when a
Prospectus or any Prospectus supplement or post-effective amendment has been
filed, and, with respect to a Registration Statement or any post-effective
amendment, when the same has become effective under the Securities Act
(including in such notice a written statement that any Holder may, upon
request, obtain, at the sole expense of the Issuer, one conformed copy of such
Registration Statement or post-effective amendment including financial
statements and schedules, documents incorporated or deemed to be incorporated
by reference and exhibits), (ii) of the issuance by the SEC of any stop order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of any preliminary prospectus or the
initiation of any proceedings for that purpose, (iii) if at any time when a
prospectus is required by the Securities Act to be delivered in connection with
sales of the Registrable Notes or resales of Exchange Notes by Participating
Broker-Dealers the representations and warranties of the Issuer contained in
any agreement (including any underwriting agreement), contemplated by
Section 5(n) hereof cease to be true and correct, (iv) of the receipt by
the Issuer of any notification with respect to the suspension of the
qualification or exemption from qualification of a Registration Statement or
any of the Registrable Notes or the Exchange Notes to be sold by any
Participating Broker-Dealer for offer or sale in any jurisdiction, or the
initiation or written threat of any proceeding for such purpose, (v) of the happening
of any event, the existence of any condition or any information becoming known
that makes any statement made in such Registration Statement or related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respects or that requires the making of any
material changes in or amendments or supplements to such Registration
Statement, Prospectus or documents so that, in the case of the Registration
Statement, it will not 


 


12

















 


contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the Prospectus, it will not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading and
(vi) of the Issuer’s determination that a post-effective amendment to a
Registration Statement would be appropriate.


 


(d)                                 Use
its reasonable best efforts to prevent the issuance of any order suspending the
effectiveness of a Registration Statement or of any order preventing or
suspending the use of a Prospectus or suspending the qualification (or
exemption from qualification) of any of the Registrable Notes or the Exchange
Notes for sale in any jurisdiction and, if any such order is issued, to use
their reasonable best efforts to obtain the withdrawal of any such order at the
earliest possible moment.


 


(e)                                  If
a Shelf Registration is filed pursuant to Section 3 and if requested by
the managing underwriter or underwriters, if any, or the Holders of a majority
in aggregate principal amount of the Registrable Notes being sold in connection
with an underwritten offering, (i) promptly incorporate in a prospectus
supplement or post-effective amendment such information as the managing
underwriter or underwriters, if any, such Holders or counsel for any of them
determine is reasonably necessary to be included therein, (ii) make all
required filings of such prospectus supplement or such post-effective amendment
as soon as practicable after the Issuer has received notification of the matters
to be incorporated in such prospectus supplement or post-effective amendment
and (iii) supplement or make amendments to such Registration Statement; provided,
however, that the Issuer shall not be required to take any action
pursuant to this Section 5(e) that would, in the opinion of counsel for
the Issuer, violate applicable law.


 


(f)                                    If
(1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act
by any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, furnish to each selling Holder of Registrable Notes and to
each such Participating Broker-Dealer who so requests and to their respective
counsel and each managing underwriter, if any, at the sole expense of the
Issuer, one conformed copy of the Registration Statement or Registration
Statements and each post-effective amendment thereto, including financial
statements and schedules and, if requested, all documents incorporated or
deemed to be incorporated therein by reference and all exhibits.


 


(g)                                 If
(1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act
by any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, deliver 


 


13

















 


to each selling Holder of Registrable Notes, or each such Participating
Broker-Dealer, as the case may be, their respective counsel and the
underwriters, if any, at the sole expense of the Issuer, as many copies of the
Prospectus or Prospectuses (including each form of preliminary prospectus) and
each amendment or supplement thereto and any documents incorporated by
reference therein as such Persons may reasonably request; and, subject to the
last paragraph of this Section 5, the Issuer hereby consents to the use of
such Prospectus and each amendment or supplement thereto by each of the selling
Holders of Registrable Notes or each such Participating Broker-Dealer, as the
case may be, and the underwriters or agents, if any, and dealers, if any, in
connection with the offering and sale of the Registrable Notes covered by, or
the sale by Participating Broker-Dealers of the Exchange Notes pursuant to,
such Prospectus and any amendment or supplement thereto.


 


(h)                                 Prior
to any public offering of Registrable Notes or Exchange Notes or any delivery
of a Prospectus contained in the Exchange Offer Registration Statement by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, to use its best efforts to register or qualify and to
cooperate with the selling Holders of Registrable Notes or each such
Participating Broker-Dealer, as the case may be, the managing underwriter or
underwriters, if any, and their respective counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Notes for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any selling Holder, Participating Broker-Dealer or the managing underwriter or
underwriters reasonably request in writing; provided, however,
that where Exchange Notes held by Participating Broker-Dealers or Registrable
Notes are offered other than through an underwritten offering, the Issuer
agrees to cause its counsel to perform Blue Sky investigations and file
registrations and qualifications required to be filed pursuant to this
Section 5(h); use its reasonable best efforts to keep each such
registration or qualification (or exemption therefrom) effective during the
period such Registration Statement is required to be kept effective and do any
and all other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of the Exchange Notes held by Participating
Broker-Dealers or the Registrable Notes covered by the applicable Registration
Statement; provided, however, that the Issuer  shall not be required to (A) qualify
generally to do business in any jurisdiction where it is not then so qualified,
(B) take any action that would subject it to general service of process in any
such jurisdiction where it is not then so subject or (C) subject itself to
taxation in any such jurisdiction where it is not then so subject.


 


(i)                                     If
a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with
the selling Holders of Registrable Notes and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Registrable Notes to be sold, which certificates shall
not bear any restrictive 


 


14

















 


legends and shall be in a form eligible for deposit with The Depository
Trust Company; and enable such Registrable Notes to be in such denominations
and registered in such names as the managing underwriter or underwriters, if
any, or Holders may reasonably request.


 


(j)                                     Use
its reasonable best efforts to cause the Registrable Notes 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 Holders
thereof or the underwriter or underwriters, if any, to consummate the
disposition of such Registrable Notes, except as may be required solely as a
consequence of the nature of such selling Holder’s business, in which case the
Issuer will cooperate in all reasonable respects with the filing of such
Registration Statement and the granting of such approvals.


 


(k)                                  If
(1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act
by any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, upon the occurrence of any event contemplated by paragraph
5(c)(v) or 5(c)(vi) hereof, as promptly as practicable, prepare and (subject to
Section 5(a) hereof) file with the SEC, at the Issuer’s sole expense, a
supplement or post-effective amendment to the Registration Statement or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, or file any other required document so
that, as thereafter delivered to the purchasers of the Registrable Notes being
sold thereunder or to the purchasers of the Exchange Notes to whom such
Prospectus will be delivered by a Participating Broker-Dealer, any such
Prospectus will not contain an untrue statement of a material fact or omit to
state 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.


 


(l)                                     Use
its reasonable best efforts to cause the Registrable Notes covered by a
Registration Statement or the Exchange Notes, as the case may be, to be rated
with the appropriate rating agencies, if so requested by the Holders of a
majority in aggregate principal amount of Registrable Notes covered by such
Registration Statement or the Exchange Notes, as the case may be, or the
managing underwriter or underwriters, if any.


 


(m)                               Prior
to the effective date of the first Registration Statement relating to the
Registrable Notes, (i) provide the Trustee with certificates for the
Registrable Notes or Exchange Notes, as the case may be, in a form eligible for
deposit with Euroclear and Clearstream and (ii) provide a CUSIP number for the
Registrable Notes or Exchange Notes, as the case may be.


 


15

















 


(n)                                 Provide
an indenture trustee for the Registrable Notes or the Exchange Notes, as the
case may be, and cause the Indenture or the trust indenture provided for in
Section 2(a) hereof, as the case may be, to be qualified under the TIA not
later than the effective date of the Exchange Offer or the first Registration
Statement relating to the Registrable Notes; and in connection therewith,
cooperate with the trustee under any such indenture and the Holders of the
Registrable Notes, to effect such changes to such indenture as may be required for
such indenture to be so qualified in accordance with the terms of the TIA; and
execute, and use its reasonable best efforts to cause such trustee to execute,
all documents as may be required to effect such changes and all other forms and
documents required to be filed with the SEC to enable such indenture to be so
qualified in a timely manner.


 


(o)                                 Comply
in all material respects with all applicable rules and regulations of the SEC
and make generally available to its securityholders earning statements satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder (or any similar rule promulgated under the Securities Act) no later
than 45 days after the end of any 12-month period (or 90 days after the end of
any 12-month period if such period is a fiscal year) (i) commencing at the end
of any fiscal quarter in which Registrable Notes are sold to underwriters in a
firm commitment or reasonable best efforts underwritten offering and (ii) if
not sold to underwriters in such an offering, commencing on the first day of
the first fiscal quarter of the Issuer after the effective date of a
Registration Statement, which statements shall cover said 12-month periods.


 


(p)                                 Upon
consummation of an Exchange Offer or a Private Exchange, obtain an opinion of
counsel to the Issuer, who may, at the Issuer’s election, be internal counsel
to the Issuer, in a form customary for underwritten transactions, addressed to
the Trustee for the benefit of all Holders of Registrable Notes participating
in the Exchange Offer or the Private Exchange, as the case may be, that the
Exchange Notes or Private Exchange Notes, as the case may be, and the related
indenture constitute legal, valid and binding obligations of the Issuer,
enforceable against the Issuer in accordance with their respective terms,
subject to customary exceptions and qualifications.


 


(q)                                 If
an Exchange Offer or a Private Exchange is to be consummated, upon delivery of
the Registrable Notes by Holders to the Issuer (or to such other Person as
directed by the Issuer) in exchange for the Exchange Notes or the Private
Exchange Notes, as the case may be, the Issuer shall mark, or cause to be
marked, on such Registrable Notes that such Registrable Notes are being
cancelled in exchange for the Exchange Notes or the Private Exchange Notes, as
the case may be; in no event shall such Registrable Notes be marked as paid or
otherwise satisfied.


 


(r)                                    Cooperate
with each seller of Registrable Notes covered by any Registration Statement and
each underwriter, if any, participating in the disposition of such 


 


16

















 


Registrable Notes and their respective counsel in connection with any
filings required to be made with the National Association of Securities
Dealers, Inc. (the “NASD”).


 


(s)                                  Use
its reasonable best efforts to take all other steps necessary or advisable to
effect the registration of the Registrable Notes covered by a Registration
Statement contemplated hereby.


 


The Issuer may require each seller of Registrable Notes as to which any
registration is being effected to furnish to the Issuer such information
regarding such seller and the distribution of such Registrable Notes as the
Issuer may, from time to time, reasonably request.  The Issuer may exclude from such registration the Registrable
Notes of any seller who unreasonably fails to furnish such information within a
reasonable time after receiving such request and in such event shall have no
further obligation under this Agreement (including, without limitation, obligations
under Section 4 hereof) with respect to such seller or any subsequent
holder of such Registrable Notes.  Each
seller as to which any Shelf Registration is being effected agrees to furnish
promptly to the Issuer all information required to be disclosed in order to
make the information previously furnished to the Issuer by such seller not
materially misleading.


 


Each Holder of Registrable Notes and each Participating Broker-Dealer
agrees by acquisition of such Registrable Notes or Exchange Notes to be sold by
such Participating Broker-Dealer, as the case may be, that, upon actual receipt
of any notice from the Issuer of the happening of any event of the kind
described in Sections 5(c)(ii), 5(c)(iv), 5(c)(v) or 5(c)(vi) hereof, such
Holder will forthwith discontinue disposition of such Registrable Notes covered
by such Registration Statement or Prospectus or Exchange Notes to be sold by
such Holder or Participating Broker-Dealer, as the case may be, until such
Holder’s or Participating Broker-Dealer’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) hereof, or
until it is advised in writing (the “Advice”) by the Issuer that the use
of the applicable Prospectus may be resumed, and has received copies of any amendments
or supplements thereto.  During any such
discontinuance, no Additional Interest shall accrue or otherwise be payable on
the Registrable Notes.  In the event
that the Issuer shall give any such notice, each of the Effectiveness Period
and the Applicable Period shall be extended by the number of days during such
periods from and including the date of the giving of such notice to and
including the date when each seller of Registrable Notes covered by such
Registration Statement or Exchange Notes to be sold by such Participating
Broker-Dealer, as the case may be, shall have received (x) the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) hereof or
(y) the Advice.


 


6.                                       Registration Expenses


 


All fees and expenses incident to the performance of or compliance with
this Agreement by the Issuer shall be borne by the Issuer whether or not the
Exchange Offer or a Shelf Registration is filed or becomes effective,
including, without limitation, (i) all registration 


 


17

















 


and filing fees (including, without limitation, (A) fees with respect
to filings required to be made with the NASD in connection with an underwritten
offering and (B) fees and expenses of compliance with state securities or Blue
Sky laws (including, without limitation, reasonable fees and disbursements of
counsel in connection with Blue Sky qualifications of the Registrable Notes or
Exchange Notes and determination of the eligibility of the Registrable Notes or
Exchange Notes for investment under the laws of such jurisdictions (x) where
the holders of Registrable Notes are located, in the case of the Exchange
Notes, or (y) as provided in Section 5(h) hereof, in the case of
Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer
during the Applicable Period)), (ii) printing expenses, including, without
limitation, expenses of printing certificates for Registrable Notes or Exchange
Notes in a form eligible for deposit with The Depository Trust Company and of
printing prospectuses if the printing of prospectuses is requested by the
managing underwriter or underwriters, if any, by the Holders of a majority in
aggregate principal amount of the Registrable Notes included in any
Registration Statement or sold by any Participating Broker-Dealer, as the case
may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees
and disbursements of counsel for the Issuer, (v) fees and disbursements of all
independent certified public accountants referred to in Section 5(n)(iii)
hereof (including, without limitation, the expenses of any special audit
letters required by or incident to such performance), (vi) rating agency fees,
if any, and any fees associated with making the Registrable Notes or Exchange
Notes eligible for trading through The Depository Trust Company, (vii)
Securities Act liability insurance, if the Issuer desires such insurance,
(viii) fees and expenses of all other Persons retained by the Issuer, (ix)
internal expenses of the Issuer (including, without limitation, all salaries
and expenses of officers and employees of the Issuer performing legal or
accounting duties), (x) the expense of any annual audit, (xi) the fees and
expenses incurred in connection with the listing of the securities to be
registered on any securities exchange, if applicable, and (xii) the expenses
relating to printing, word processing and distributing of all Registration
Statements, underwriting agreements, securities sales agreements, indentures
and any other documents necessary to comply with this Agreement.


 


7.                                       Indemnification


 


(a)                                  The
Issuer agrees to indemnify and hold harmless each Holder of Registrable Notes
offered pursuant to a Shelf Registration Statement and each Participating
Broker-Dealer selling Exchange Notes during the Applicable Period, the officers
and directors of each such Person or its affiliates, and each other Person, if
any, who controls any such Person or its affiliates within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange
Act (each, a “Participant”), from and against any and all losses,
claims, damages and liabilities (including, without limitation, the reasonable
legal fees and other expenses actually incurred in connection with any suit,
action or proceeding or any claim asserted) caused by, arising out of or based
upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement pursuant to which the offering of such
Registrable Notes or Exchange Notes, as the case may be, is registered (or any
amendment 


 


18

















 


thereto) or related Prospectus (or any amendments or supplements
thereto) or any related preliminary prospectus, or caused by, arising out of or
based upon 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; provided,
however, that the Issuer will not be required to indemnify a Participant
if (i) such losses, claims, damages or liabilities are caused by any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with information relating to any Participant furnished
to the Issuer in writing by or on behalf of such Participant expressly for use
therein or (ii) if such Participant sold to the person asserting the claim the
Registrable Notes or Exchange Notes that are the subject of such claim and such
untrue statement or omission or alleged untrue statement or omission was
contained or made in any preliminary prospectus and corrected in the Prospectus
or any amendment or supplement thereto and the Prospectus does not contain any
other untrue statement or omission or alleged untrue statement or omission of a
material fact that was the subject matter of the related proceeding and it is
established by the Issuer in the related proceeding that such Participant
failed to deliver or provide a copy of the Prospectus (as amended or
supplemented) to such Person with or prior to the confirmation of the sale of
such Registrable Notes or Exchange Notes sold to such Person if required by
applicable law, unless such failure to deliver or provide a copy of the Prospectus
(as amended or supplemented) was a result of noncompliance by the Issuer with
Section 5 of this Agreement.


 


(b)                                 Each
Participant agrees, severally and not jointly, to indemnify and hold harmless
the Issuer, the Issuer’s directors and officers and officers and each Person
who controls the Issuer within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act to the same extent as the foregoing
indemnity from the Issuer to each Participant, but only (i) with reference to
information relating to such Participant furnished to the Issuer in writing by
or on behalf of such Participant expressly for use in any Registration
Statement or Prospectus, any amendment or supplement thereto or any preliminary
prospectus or (ii) with respect to any untrue statement or representation made
by such Participant in writing to the Issuer. 
The liability of any Participant under this paragraph shall in no event
exceed the proceeds received by such Participant from sales of Registrable
Notes or Exchange Notes giving rise to such obligations.


 


(c)                                  If
any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any Person
in respect of which indemnity may be sought pursuant to either of the two
preceding paragraphs, such Person (the “Indemnified Person”) shall
promptly notify the Person against whom such indemnity may be sought (the “Indemnifying
Person”) in writing, and the Indemnifying Person, upon request of the
Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Person may reasonably designate in such proceeding and shall pay
the reasonable fees and expenses actually incurred by such counsel related to
such proceeding; provided, however, that the failure 


 


19

















 


to so notify the Indemnifying Person shall not relieve it of any
obligation or liability that it may have hereunder or otherwise (unless and
only to the extent that such failure directly results in the loss or compromise
of any material rights or defenses by the Indemnifying Person and the
Indemnifying Person was not otherwise aware of such action or claim).  In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Person and the Indemnified Person shall have mutually
agreed in writing to the contrary, (ii) the Indemnifying Person shall have
failed within a reasonable period of time to retain counsel reasonably
satisfactory to the Indemnified Person or (iii) the named parties in any such
proceeding (including any impleaded parties) include both the Indemnifying
Person and the Indemnified Person and representation of both parties by the
same counsel would be inappropriate due to actual or potential differing
interests between them.  It is
understood that, unless there exists a conflict among Indemnified Persons, the
Indemnifying Person shall not, in connection with any one such proceeding or
separate but substantially similar related proceeding in the same jurisdiction
arising out of the same general allegations, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all Indemnified Persons, and that all such fees and expenses shall be
reimbursed promptly as they are incurred. 
Any such separate firm for the Participants and such control Persons of
Participants shall be designated in writing by Participants who sold a majority
in interest of Registrable Notes and Exchange Notes sold by all such
Participants and any such separate firm for the Issuer, its directors, its
officers and such control Persons of the Issuer shall be designated in writing
by the Issuer.  The Indemnifying Person
shall not be liable for any settlement of any proceeding effected without its
prior written consent, but if settled with such consent or if there be a final
non-appealable judgment for the plaintiff for which the Indemnified Person is
entitled to indemnification pursuant to this Agreement, the Indemnifying Person
agrees to indemnify and hold harmless each Indemnified Person from and against
any loss or liability by reason of such settlement or judgment.  No Indemnifying Person shall, without the
prior written consent of the Indemnified Person (which consent shall not be
unreasonably withheld or delayed), effect any settlement or compromise of any
pending or threatened proceeding in respect of which any Indemnified Person is
or could have been a party, and indemnity could have been sought hereunder by
such Indemnified Person, unless such settlement (A) includes an unconditional
written release of such Indemnified Person, in form and substance reasonably
satisfactory to such Indemnified Person, from all liability on claims that are
the subject matter of such proceeding and (B) does not include any statement as
to an admission of fault, culpability or failure to act by or on behalf of any
Indemnified Person.


 


(d)                                 If
the indemnification provided for in the first and second paragraphs of this
Section 7 is for any reason unavailable to, or insufficient to hold
harmless, an Indemnified Person in respect of any losses, claims, damages or
liabilities referred to therein, then each Indemnifying Person under such
paragraphs, in lieu of indemnifying such Indemnified Person thereunder and in
order to provide for just and equitable contribution, shall contribute to the
amount paid or payable by such Indemnified Person as a result of such losses,
claims, damages 


 


20

















 


or liabilities in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Person or Persons on the one hand and the
Indemnified Person or Persons on the other in connection with the statements or
omissions or alleged statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof).  The relative fault of the parties 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 Issuer on the one
hand or such Participant or such other Indemnified Person, as the case may be,
on the other, the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission, and any other
equitable considerations appropriate in the circumstances.


 


(e)                                  The
parties agree that it would not be just and equitable if contribution pursuant
to this Section 7 were determined by pro  rata allocation
(even if the Participants were treated as one entity for such purpose) or by
any other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages and liabilities referred to
in the immediately preceding paragraph shall be deemed to include, subject to
the limitations set forth above, any reasonable legal or other expenses
actually incurred by such Indemnified Person in connection with investigating
or defending any such action or claim. 
Notwithstanding the provisions of this Section 7, in no event shall
a Participant be required to contribute any amount in excess of the amount by
which proceeds received by such Participant from sales of Registrable Notes or
Exchange Notes, as the case may be, exceeds the amount of any damages that such
Participant has otherwise been required to pay or has paid 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.


 


(f)                                    The
indemnity and contribution agreements contained in this Section 7 will be
in addition to any liability that the Indemnifying Persons may otherwise have
to the Indemnified Persons referred to above.


 


8.                                       Rule 144 and 144A


 


The Issuer covenants that it will file the reports required to be filed
by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder in a timely manner in accordance with
the requirements of the Securities Act and the Exchange Act and, if at any time
the Issuer is not required to file such reports, it will, upon the request of
any Holder of Registrable Notes, make publicly available annual reports and
such information, documents and other reports of the type specified in Sections
13 and 15(d) of the Exchange Act.  The
Issuer further covenants for so long as any Registrable Notes 


 


21

















 


remain outstanding, to make available to any Holder or beneficial owner
of Registrable Notes in connection with any sale thereof and any prospective
purchaser of such Registrable Notes 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 Registrable Notes pursuant to Rule 144A.


 


9.                                       Underwritten Registrations


 


If any of the Registrable Notes covered by any Shelf Registration are
to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will manage the offering will be selected
by the Holders of a majority in aggregate principal amount of such Registrable
Notes included in such offering and reasonably acceptable to the Issuer.


 


No Holder of Registrable Notes may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder’s
Registrable Notes on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.


 


10.                                 Miscellaneous


 


(a)                                  No
Inconsistent Agreements.  The Issuer
has not entered into, as of the date hereof, and shall not, after the date of
this Agreement, enter into any agreement with respect to any of the Issuer’s
securities that is inconsistent with the rights granted to the Holders of
Registrable Notes in this Agreement or otherwise conflicts with the provisions
hereof.  The Issuer has not entered and
will not enter into any agreement with respect to any of the Issuer’s
securities that will grant to any Person piggy-back registration rights with
respect to a Registration Statement.


 


(b)                                 Adjustments
Affecting Registrable Notes.  The
Issuer shall not, directly or indirectly, take any action with respect to the
Registrable Notes as a class that would adversely affect the ability of the
Holders of Registrable Notes to include such Registrable Notes in a
registration undertaken pursuant to this Agreement.


 


(c)                                  Amendments
and Waivers.  The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, otherwise than with
the prior written consent of the Holders of not less than a majority in
aggregate principal amount of the then outstanding Registrable Notes.  Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Notes whose
securities are being sold pursuant to a Registration Statement and that does
not directly or indirectly affect, impair, limit or compromise the rights of
other Holders of Registrable 


 


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Notes may be given by Holders of at least a majority in aggregate
principal amount of the Registrable Notes being sold by such Holders pursuant
to such Registration Statement; provided, however, that the provisions of this
sentence may not be amended, modified or supplemented except in accordance with
the provisions of the immediately preceding sentence.


 


(d)                                 Notices.  All notices and other communications
(including without limitation any notices or other communications to the
Trustee) provided for or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, next-day air courier or facsimile:


 


1.                                       if to a Holder
of the Registrable Notes or any Participating Broker-Dealer, at the most
current address of such Holder or Participating Broker-Dealer, as the case may
be, set forth on the records of the registrar under the Indenture, with a copy
in like manner to the Initial Purchasers as follows:


 


DEUTSCHE BANK SECURITIES INC.

60 Wall Street

New York, New York  10005

Facsimile No.:  (212) 797-4873

Attention:  Corporate Finance


 


with a copy to:


 


Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York  10005

Facsimile No.:  (212) 269-5420

Attention:  William M. Hartnett, Esq.


 


2.                                       if to the
Initial Purchasers, at the addresses specified in Section 10(d)(1);


 


3.                                       if to the
Issuer, at the address as follows:


 


LAZY DAYS’ R.V. CENTER, INC.

6130 Lazy Days Boulevard

Seffner, Florida  33584-2968

Facsimile No.:  (813) 626-4451

Attention:  John Horton


 


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with a copy to:


 


Kirkland & Ellis LLP

153 E. 53rd Street

39th Floor

New York, NY  10022

Facsimile No.:  (212) 446-4900 

Attention:  Joshua N. Korff, Esq.


 


All such notices and communications shall be deemed to have been duly
given:  when delivered by hand, if
personally delivered; five business days after being deposited in the mail,
postage prepaid, if mailed; one business day after being timely delivered to a
next-day air courier; and when receipt is acknowledged by the addressee, if
sent by facsimile.


 


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 and in the manner specified in such Indenture.


 


(e)                                  Successors
and Assigns.  This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties hereto; 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 holds Registrable Notes.


 


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


 


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


 


(h)                                 Governing
Law.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION
OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT.


 


(i)                                     Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, 


 


24

















 


and the parties hereto shall use their reasonable best efforts to find
and employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unenforceable.


 


(j)                                     Notes
Held by the Issuer or its Affiliates. 
Whenever the consent or approval of Holders of a specified percentage of
Registrable Notes is required hereunder, Registrable Notes held by the Issuer
or its affiliates (as such term is defined in Rule 405 under the Securities
Act) shall not be counted in determining whether such consent or approval was
given by the Holders of such required percentage.


 


(k)                                  Third
Party Beneficiaries.  Holders of
Registrable Notes and Participating Broker-Dealers are intended third party
beneficiaries of this Agreement and this Agreement may be enforced by such
Persons.


 


(l)                                     Entire
Agreement.  This Agreement, together
with the Purchase Agreement and the Indenture, is intended by the parties as a
final and exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein and therein and any
and all prior oral or written agreements, representations, or warranties,
contracts, understandings, correspondence, conversations and memoranda between
the Initial Purchasers on the one hand and the Issuer on the other, or between
or among any agents, representatives, parents, subsidiaries, affiliates,
predecessors in interest or successors in interest with respect to the subject
matter hereof and thereof are merged herein and replaced hereby.


 


25

















 


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


 


	
   

  	
  LAZY DAYS R.V. CENTER, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Horton

  	
   

  
	
   

  	
   

  	
  Name:  John Horton

  
	
   

  	
   

  	
  Title:  Chief Operating
  Officer

  



 


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  DEUTSCHE BANK SECURITIES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edwin Roland

  	
   

  
	
   

  	
   

  	
  Name:  Edwin Roland

  	
   

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tom Cole

  	
   

  
	
   

  	
   

  	
  Name:  Tom Cole

  
	
   

  	
   

  	
  Title:  Managing Director

  



 


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