Exhibit 4.7


 


EXECUTION VERSION


 






 


Registration Rights Agreement


 


Dated as of November 3, 2009


 


by and among


 


FREEDOM GROUP, INC.


 


and


 


the Subsidiary Guarantors listed on the Signature pages hereof,


 


on the one hand,


 


and


 


Banc of America Securities LLC,


 


on the other hand












 

















 


REGISTRATION
RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on November 3,
2009 (the “Closing Date”),
by and among FREEDOM GROUP, INC., a Delaware corporation (the “Company”),  and the
subsidiary guarantors listed on the signature page of this Agreement (the “Subsidiary Guarantors”),  on the one
hand, and Banc of America Securities LLC (the “Initial Purchaser”),  on the other hand.


 


This Agreement is made pursuant to that certain
Purchase Agreement, dated October 27, 2009 by and among the Company, the
Subsidiary Guarantors and the Initial Purchaser (the “Purchase
Agreement”),  which provides
for the sale by the Company to the Initial Purchaser of an aggregate of
$75,000,000 in principal amount of the Company’s 101/4% Senior Secured Notes due 2015 (the “Notes”), which are guaranteed by the Subsidiary
Guarantors.  In order to induce the
Initial Purchaser to enter into the Purchase Agreement, the Company and the
Subsidiary Guarantors have agreed to provide to the Initial Purchaser and its
direct and indirect transferees the registration rights set forth in this
Agreement.  The execution of this
Agreement is a condition to the closing under the Purchase Agreement.


 


NOW, THEREFORE, in consideration of the foregoing premises
and the mutual promises contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the
parties hereto covenant and agree as follows:


 


1.                                       Definitions.


 


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


 


“1933 Act”  shall mean the Securities Act of 1933, as amended from time
to time.


 


“1934 Act”  shall mean the Securities Exchange Act of 1934, as amended
from time to time.


 


“Additional Guarantor”  shall mean any subsidiary of the Company that executes a Subsidiary
Guarantee under the Indenture after the date of this Agreement.


 


“Additional Interest”  shall have the meaning set forth in Section 2.5(a) hereof.


 


“Automatic Shelf
Registration Statement”  shall mean an “automatic
shelf registration statement” as that term is defined in Rule 405, as
amended, under the 1933 Act.


 


“Business Day”  shall mean any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by
law to remain closed.


 


“Closing”  shall mean the Closing Date as defined in the Purchase
Agreement.


 


“Company” shall
have the meaning set forth in the preamble and shall also include the Company’s
successors.


 

















 


“Depositary”  shall mean The Depository Trust Company, or any other
depositary appointed by the Company, provided, however, that such
depositary must have an address in the Borough of Manhattan, in the City of New
York.


 


“Effectiveness Period”  shall have the meaning set forth in Section 2.2(b).


 


“Event Date”  shall have the meaning set forth in Section 2.5(b).


 


“Exchange Dates”  shall have the meaning set forth in Section 2.1.


 


“Exchange Notes”
shall mean the new notes to be exchanged for Transfer Restricted Notes, not
subject to restrictions on transfer in the United States.


 


“Exchange Offer”  shall mean the exchange offer by the Company and the
Subsidiary Guarantors of Exchange Notes for Transfer Restricted Notes pursuant
to Section 2.1 hereof.


 


“Exchange Offer
Registration”  shall mean a
registration under the 1933 Act effected pursuant to Section 2.1
hereof.


 


“Exchange Offer
Registration Statement”  shall mean an
exchange offer registration statement on Form S-4 (or, if applicable, on
another appropriate form), and all amendments and supplements to such
registration statement, including the Prospectus contained therein, all exhibits
thereto and all documents incorporated by reference therein.


 


“Free Writing Prospectus”  means each free writing prospectus (as defined in Rule 405
under the 1933 Act) prepared by or on behalf of the Company or used or referred
to by the Company in connection with the sale of the Notes or the Exchange
Notes.


 


“Freely Tradable”  shall mean, with respect to a Note, a Note that at any time
of determination (i) may be resold to the public in accordance with Rule 144
under the 1933 Act or any successor provision thereof (“Rule 144”) without
regard to volume, manner of sale or any other restrictions contained in Rule 144
(other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144
so long as such holding period requirement is satisfied at such time of determination),
(ii) does not bear any restrictive legends relating to the 1933 Act and (iii) does
not bear a restricted CUSIP number.


 


“Holder” shall
mean the Initial Purchaser, for so long as it owns any Transfer Restricted
Notes, and each of its successors, assigns and direct and indirect transferees
who become registered owners of Transfer Restricted Notes under the Indenture
and each Participating Broker-Dealer that holds Exchange Notes for so long as
such Participating Broker-Dealer is required to deliver a prospectus meeting
the requirements of the 1933 Act in connection with any resale of such Exchange
Notes.


 


“Indenture”  shall mean that certain Indenture, relating to the Notes,
dated as of July 29, 2009, among the Company, the Subsidiary Guarantors,
and Wilmington Trust, FSB, as trustee and collateral agent, as supplemented by
the first supplemental indenture, dated as of November 


 


2

















 


3, 2009, and as may be
further amended, supplemented, waived or otherwise modified from time to time
in accordance with the terms thereof.


 


“Initial Purchaser”  shall have the meaning set forth in the preamble.


 


“Issuer Information”
shall have the meaning set forth in Section 4(a)(i).


 


“Majority Holders”
shall mean the Holders of a majority of the aggregate principal amount of
outstanding Transfer Restricted Notes; provided that whenever the consent
or approval of Holders of a specified percentage of Transfer Restricted Notes
is required hereunder, Transfer Restricted Notes held by the Company and other
obligors on the Notes or any Affiliate (as defined in the Indenture) of the
Company or any Subsidiary Guarantor shall be disregarded in determining whether
such consent or approval was given by the Holders of such required percentage
amount; provided, further, that if the Company shall issue any
additional Notes under the Indenture prior to consummation of the Exchange
Offer, or if applicable, prior to the effectiveness of any Shelf Registration
Statement or prior to the Transfer Restricted Notes otherwise becoming Freely
Tradable, such additional Notes and the Transfer Restricted Notes to which this
Agreement relates shall be treated together as one class for purposes of
determining whether the consent or approval of Holders of a specified
percentage of Transfer Restricted Notes has been obtained.


 


“Notes” shall
have the meaning set forth in the preamble hereof.


 


“Participating
Broker-Dealer”  shall mean the
Initial Purchaser and any other broker-dealer which makes a market in the Notes
and exchanges Transfer Restricted Notes in the Exchange Offer for Exchange
Notes.


 


“Person”  shall mean an individual, partnership (general or limited),
corporation, limited liability company, trust or unincorporated organization,
or a government or agency or political subdivision thereof.


 


“Prospectus”  shall mean the prospectus included in, or, pursuant to the rules and
regulations of the 1933 Act, deemed a part of, a Registration Statement,
including any preliminary prospectus, and any such prospectus as amended or
supplemented by any prospectus supplement, including any such prospectus
supplement with respect to the terms of the offering of any portion of the
Transfer Restricted Notes covered by a Shelf Registration Statement, and by all
other amendments and supplements to a prospectus, including post-effective amendments,
and in each case including all material incorporated by reference therein.


 


“Purchase Agreement”  shall have the meaning set forth in the preamble.


 


“Registration Default”  shall have the meaning set forth in Section 2.5(a).


 


“Registration Expenses”  shall mean any and all expenses incident to performance of
or compliance by the Company and the Subsidiary Guarantors with this Agreement,
including without limitation: (i) all SEC, stock exchange or Financial
Industry Regulatory Authority (“FINRA”)
registration and filing fees, including, if applicable, the fees and expenses
of any 


 


3

















 


“qualified independent
underwriter” that is required to be retained by any holder of Transfer Restricted
Notes in accordance with the rules and regulations of FINRA, (ii) all
fees and expenses incurred in connection with compliance with state securities
or blue sky laws and compliance with the rules of FINRA (including
reasonable fees and disbursements of counsel for any underwriters or Holders in
connection with blue sky qualification of any of the Exchange Notes or Transfer
Restricted Notes and any filings with FINRA), (iii) all expenses of any
Persons in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus, any amendments or
supplements thereto, any underwriting agreements, securities sales agreements
and other documents relating to the performance of and compliance with this
Agreement, (iv) all fees and expenses incurred in connection with the
listing, if any, of any of the Transfer Restricted Notes on any securities
exchange or exchanges, (v) all rating agency fees, (vi) the fees and
disbursements of counsel for the Company and the Subsidiary Guarantors and of
the independent public accountants of the Company and the Subsidiary Guarantors,
including the expenses of any special audits or “cold comfort” letters required
by or incident to such performance and compliance, and in the case of a Shelf
Registration Statement, the reasonable fees and disbursements of one counsel
for the Holders as a group (which counsel shall be selected by the Majority
Holders and which counsel may also be counsel for the Initial Purchaser), (vii) the
fees and expenses of the Trustee (including the reasonable fees and disbursements
of its counsel), and any escrow agent or custodian, (viii) all fees and
disbursements relating to the qualification of the Indenture under applicable
securities laws, and (ix) any fees and disbursements of the underwriters
customarily required to be paid by issuers or sellers of securities and the
fees and expenses of any special experts retained by the Company and the Subsidiary
Guarantors in connection with any Registration Statement, but excluding
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of Transfer Restricted Notes by a Holder.  Notwithstanding the foregoing, except as
specifically provided above, the Company and the Subsidiary Guarantors shall
not be responsible for the fees and expenses of the Initial Purchaser in connection
with the Exchange Offer, or the fees and expenses of counsel to the Initial
Purchaser in connection therewith.


 


“Registration Statement”  shall mean any registration statement of the Company and
the Subsidiary Guarantors which covers any of the Exchange Notes or Transfer
Restricted Notes pursuant to the provisions of this Agreement, and all
amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein or deemed a part thereof, all exhibits thereto and all material incorporated
by reference therein.


 


“Registration Trigger Date”  means the fifth Business Day following the one year anniversary
of the date hereof.


 


“SEC” shall mean
the Securities and Exchange Commission or any successor agency or government
body performing the functions currently performed by the United States
Securities and Exchange Commission.


 


“Shelf Registration”  shall mean a registration effected pursuant to Section 2.2.


 


4

















 


“Shelf Registration
Statement”  shall mean a “shelf”
registration statement of the Company and the Subsidiary Guarantors pursuant to
the provisions of Section 2.2, including an Automatic Shelf
Registration Statement, if applicable, which covers all or a portion of the
Transfer Restricted Notes on an appropriate form under Rule 415 under the
1933 Act, or any similar rule that may be adopted by the SEC, and all
amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein or deemed a part thereof, all exhibits thereto and all material incorporated
by reference therein.


 


“Shelf Request”  shall have the meaning set forth in Section 2.2(a)(ii).


 


“Subsidiary Guarantees”  shall mean the guarantees of the Notes and the Exchange
Notes by the Subsidiary Guarantors under the Indenture.


 


“Subsidiary Guarantors”  shall have the meaning set forth in the preamble and shall
also include any Subsidiary Guarantor’s successors and any Additional
Guarantors.


 


“TIA” shall have
the meaning set forth in Section 2.1(d) hereof.


 


“Transfer Restricted Notes”
shall mean the Notes; provided, however, that the Notes shall
cease to be Transfer Restricted Notes on the earliest to occur of (i) the
date on which a Registration Statement with respect to such Notes has become
effective under the 1933 Act and such Notes have been exchanged or disposed of
pursuant to such Registration Statement, (ii) the date on which such Notes
cease to be outstanding under the Indenture or (iii) the date on which
such Notes are Freely Tradable.


 


“Trustee” shall
mean the trustee with respect to the Notes under the Indenture.


 


“Underwriter”  shall have the meaning set forth in Section 4(a).


 


“WKSI” shall
mean a “well-known seasoned issuer” as that term is defined in Rule 405,
as amended, under the 1933 Act.


 


2.                                       Registration
Under the 1933 Act.


 


2.1                                 Exchange
Offer.


 


(a)                                  To the extent
not prohibited by any applicable law or applicable interpretations of the staff
of the SEC, with respect to any Notes, if any, that on the Registration Trigger
Date are Transfer Restricted Notes, the Company and the Subsidiary Guarantors
shall use commercially reasonable efforts to (X) cause to be filed and to
become effective an Exchange Offer Registration Statement covering an offer to
the Holders to exchange all the Transfer Restricted Notes for Exchange Notes
and (Y) have such Registration Statement remain effective until 90 days after
the last Exchange Date for use by one or more Participating Broker Dealers if
one or more broker dealers notify the Company in writing that they anticipate
that they will be Participating Broker Dealers. 
The Company and the Subsidiary Guarantors shall commence the Exchange
Offer promptly after the Exchange Offer Registration Statement is declared
effective by the SEC and 


 


5

















 


use commercially reasonable efforts to
complete the Exchange Offer  not later than
45 days after such effective date.


 


(b)                                 The Company and
the Subsidiary Guarantors shall, for the benefit of the Holders, at the Company’s
and Subsidiary Guarantors’ cost, commence the Exchange Offer, if any, by
mailing the related Prospectus, appropriate letters of transmittal and other
accompanying documents to each Holder stating, in addition to such other
disclosures as are required by applicable law, substantially the following:


 


(i)            that the Exchange
Offer is being made pursuant to this Agreement and that all Transfer Restricted
Notes validly tendered and not properly withdrawn will be accepted for
exchange;


 


(ii)           the dates of
acceptance for exchange (which shall be a period of at least 20 Business Days
from the date such notice is mailed) (the “Exchange Dates”);


 


(iii)          that any Transfer
Restricted Notes not tendered will remain outstanding and continue to accrue
interest but will not retain any rights under this Agreement, except as
otherwise specified herein;


 


(iv)          that any Holder
electing to have a Transfer Restricted Note exchanged pursuant to the Exchange
Offer will be required to (A) surrender such Transfer Restricted Note,
together with the appropriate letters of transmittal, to the institution and at
the address (located in the Borough of Manhattan, The City of New York) and in
the manner specified in the notice, or (B) effect such exchange otherwise
in compliance with the applicable procedures of the Depositary, in each case
prior to the close of business on the last Exchange Date; and


 


(v)           that any Holder will
be entitled to withdraw its election, not later than the close of business on
the last Exchange Date, by (A) sending to the institution and at the
address specified in the notice, a telegram, telex, facsimile transmission or
letter setting forth the name of such Holder, the principal amount of Transfer
Restricted Notes delivered for exchange and a statement that such Holder is
withdrawing its election to have such Transfer Restricted Notes exchanged or (B) effecting
such withdrawal in compliance with the applicable procedures of the Depositary.


 


(c)                                  Upon the
effectiveness of the Exchange Offer Registration Statement, if any, the Company
and the Subsidiary Guarantors shall promptly commence the Exchange Offer, it
being the objective of such Exchange Offer  to enable each
Holder eligible and electing to exchange Transfer Restricted Notes for Exchange
Notes (assuming that such Holder makes representations and warranties to the
Company that (a) it is not an affiliate of the Company within the meaning
of Rule 405 under the 1933 Act or, if an affiliate, such Holder will
comply with the registration and prospectus delivery requirements of the 1933
Act and will provide information to be included in a Shelf Registration
Statement in order to have its Exchange Notes included in such Shelf
Registration Statement, (b) any Exchange Notes to be received by it will
be acquired in the ordinary course of its business, (c) if such Holder is
not a broker-dealer, that it is not engaged in, and does not intend to engage
in, the distribution of the Exchange Notes, (d) if such Holder is a 


 


6

















 


broker-dealer that will receive Exchange
Notes for its own account in exchange for Transfer Restricted Notes acquired as
a result of market-making or other trading activities, then such broker-dealer
will deliver a prospectus (or, to the extent permitted by law, make available a
Prospectus) in connection with any resale of such Exchange Notes, and (e) it
has no arrangements or understandings with any Person to participate in the
distribution of the Transfer Restricted Notes or the Exchange Notes) to
transfer such Exchange Notes from and after their receipt without any limitations
or restrictions under the 1933 Act and under state securities or blue sky laws.


 


(d)                                 The Exchange
Notes, if any, shall be issued under (i) the Indenture or (ii) an indenture
identical in all material respects to the Indenture and which, in either case,
has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall
provide that the Exchange Notes shall not be subject to the transfer restrictions
set forth in the Indenture.  The Exchange
Notes and the Notes shall vote and consent together on all matters as one class
and none of the Exchange Notes or the Notes will have the right to vote or
consent as a separate class on any matter.


 


(e)                                  As soon as
practicable after the close of the Exchange Offer, the Company and the
Subsidiary Guarantors shall:


 


(i)            accept for exchange
all Transfer Restricted Notes duly tendered and not validly withdrawn pursuant
to the Exchange Offer in accordance with the terms of the Exchange Offer
Registration Statement and the letter of transmittal which shall be an exhibit
thereto;


 


(ii)           deliver to the
Trustee for cancellation all Transfer Restricted Notes so accepted for exchange;
and


 


(iii)          cause the Trustee
promptly to authenticate and deliver Exchange Notes to each Holder of Transfer
Restricted Notes so accepted for exchange in a principal amount equal to the
principal amount of the Transfer Restricted Notes of such Holder so accepted
for exchange.


 


(f)                                    Interest on
each Exchange Note, including Additional Interest, will accrue (a) from
the later of (i) the last date on which interest was paid on the Transfer
Restricted Notes surrendered in exchange therefor or (ii) if the Transfer
Restricted Notes are 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 the Transfer
Restricted Notes, from the date of issuance. 
If requested in writing the  Company shall
inform the Initial Purchaser of the names and addresses of the Holders to whom
the Exchange Offer is made, and the Initial Purchaser shall have the right, but
not the obligation, to contact such Holders and otherwise facilitate the tender
of Transfer Restricted Notes in the Exchange Offer.


 


(g)                                 The Company and
the Subsidiary Guarantors  shall use commercially reasonable efforts to complete the Exchange
Offer as provided above and shall comply with the applicable requirements of
the 1933 Act, the 1934 Act and other applicable laws and regulations in connection
with the Exchange Offer.  The Offer shall
not be subject to any conditions, other than (1) the 


 


7

















 


Exchange Offer does not violate any
applicable law or applicable interpretations of the staff of the SEC, (2) no
action or proceeding shall have been instituted or threatened in any court or
by any governmental agency with respect to the Exchange Offer and (3) all
governmental approvals shall have been obtained that the Company deems necessary
for the consummation of the Exchange Offer.


 


2.2                                 Shelf
Registration.


 


(a)                                  If,


 


(i)            the Company and the
Subsidiary Guarantors would otherwise be required to consummate an Exchange
Offer Registration pursuant to Section 2.1 but determine that such
Exchange Offer Registration is not available or the Exchange Offer may not be
completed as soon as practicable after the last Exchange Date because it would
violate any applicable law, SEC rules and regulations or any
interpretation of the staff of the SEC,


 


(ii)           the Exchange Offer
is not for any other reason completed by the 45th day following the date the
Exchange Offer Registration Statement is declared effective, or


 


(iii)          the Initial
Purchaser notifies the Company that it holds Transfer Restricted Notes that, in
the opinion of counsel for such Holder, are not Freely Tradable on the Registration
Trigger Date (a “Shelf Request”),


 


the Company and the
Subsidiary Guarantors shall promptly deliver to the Holders and the Trustee
written notice thereof and shall use commercially reasonable efforts to cause
to be filed as soon as practicable after such determination, date or Shelf
Request, as the case may be, a Shelf Registration Statement providing for the
sale of all the Transfer Restricted Notes by the Holders thereof and to have
such Shelf Registration Statement become effective by the 90th day following such determination, date or
Shelf Request.


 


(b)                                 In the event
that the Company and the Subsidiary Guarantors are required to file a Shelf
Registration Statement pursuant to a Shelf Request, the Company and the
Subsidiary Guarantors shall use commercially reasonable efforts to file and
have become effective a Shelf Registration Statement with respect to offers and
sales of Transfer Restricted Notes after the completion of the Exchange Offer
and an Exchange Offer Registration Statement if otherwise required pursuant to
this Agreement.  In the event that the
Company and the Subsidiary Guarantors are required to file a Shelf Registration
Statement, the Company and the Subsidiary Guarantors agree to use commercially
reasonable efforts to keep the Shelf Registration Statement continuously
effective, supplemented and amended (including through post-effective
amendments on Form S-3 if the Company is eligible to use such Form) until
the date that is one year from the date the Shelf Registration Statement is
declared effective or such shorter period ending when no Notes covered by such
Shelf Registration Statement constitute Transfer Restricted Notes (the “Effectiveness Period”).


 


(c)                                  Notwithstanding
any other provisions hereof, the Company and the Subsidiary Guarantors shall
use commercially reasonable efforts to ensure that (i) any Shelf
Registration 


 


8

















 


Statement and any amendment thereto and any
Prospectus forming a part thereof and any supplement thereto complies in all
material respects with the 1933 Act and the rules and regulations
thereunder, (ii) any Shelf Registration Statement and any amendment
thereto does not, when it becomes effective, 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 not misleading and (iii) any
Prospectus forming part of any Shelf Registration Statement, and any supplement
to such Prospectus (as amended or supplemented from time to time), does not
include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements, in light of the circumstances under
which they were made, not misleading.


 


(d)                                 The Company and
the Subsidiary Guarantors shall not permit any securities other than Transfer
Restricted Notes to be included in the Shelf Registration Statement; provided,
however, that if the offer and sale of the Transfer Restricted Notes is
registered pursuant to an Automatic Shelf Registration Statement, the foregoing
prohibition shall apply only to the supplement or amendment covering such
registration.  The Company and the
Subsidiary Guarantors agree, if necessary, to supplement or amend the Shelf
Registration Statement, as required by Section 3(b) below.


 


(e)                                  If the Company
is obligated to file a Shelf Registration Statement pursuant to this Section 2.2,
and at the time such obligation arises, the Company is a WKSI, then, in lieu of
filing such Shelf Registration Statement, the Company shall file an Automatic
Shelf Registration Statement or supplement or amend an existing Automatic Shelf
Registration Statement, as appropriate, to include the offer and sale of the
Transfer Restricted Notes by the Holders from time to time in accordance with
the methods of distribution elected by the Holders of a majority in aggregate
principal amount of Transfer Restricted Notes participating in such
registration and set forth in such Automatic Shelf Registration Statement (or
supplement or amendment thereto), within the time frame specified in this Section 2.2.


 


2.3                                 Expenses.  The Company and the Subsidiary Guarantors
shall pay all Registration Expenses in connection with the registration
pursuant to Sections 2.1 and 2.2. 
Each Holder shall pay all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder’s
Transfer Restricted Notes pursuant to the Shelf Registration Statement.


 


2.4                                 Effectiveness.


 


(a)                                  The Company and
the Subsidiary Guarantors will be deemed not to have used commercially
reasonable efforts to cause the Exchange Offer Registration Statement or the
Shelf Registration Statement, as the case may be, to become, or to remain,
effective during the requisite period if either the Company or any Subsidiary
Guarantor voluntarily takes any action that would, or omits to take any action
which omission would, result in any such Registration Statement not being
declared effective, or in the Holders of Transfer Restricted Notes covered
thereby not being able to exchange or offer and sell such Transfer Restricted
Notes during that period as and to the extent contemplated hereby, unless such
action is required by applicable law, in each case other than under the circumstances
described in Sections 3(e)(iii), (iv), (v) or (vi) below.


 


9














 


(b)                                 Neither an
Exchange Offer Registration Statement pursuant to Section 2.1
hereof nor a Shelf Registration Statement pursuant to Section 2.2
hereof, if not otherwise effective upon filing with the SEC as provided by Rule 462,
will be deemed to have become effective unless it has been declared effective
by the SEC; provided, however, that if, after it becomes effective,
the offering of Transfer Restricted Notes pursuant to an Exchange Offer
Registration Statement or a Shelf Registration Statement is interfered with by
any stop order, injunction or other order or requirement of the SEC or any
other governmental agency or court, such Registration Statement will not be
effective during the period of such interference, until the offering of
Transfer Restricted Notes pursuant to such Registration Statement may legally
resume.


 


2.5                                 Additional
Interest.


 


(a)                                  In the event
that (i) an Exchange Offer Registration Statement is required pursuant to Section 2.1
and (x) such Exchange Offer Registration Statement does not become
effective on or prior to the two year anniversary of the date hereof or (y) the
Exchange Offer is not completed within 45 days after the date on which the
Exchange Offer Registration Statement becomes effective, or (ii) a Shelf
Registration Statement is required in accordance with Section 2.2
and such Shelf Registration Statement (x) does not become effective on or
prior to the 90th day following (A) the date of such
determination, in the case of a Shelf Registration Statement required pursuant
to Section 2.2(a)(i), (B) such date, in the case of a Shelf
Registration Statement required pursuant to Section 2.2(a)(ii) (which
in no event shall be earlier than the date the Exchange Offer Registration
Statement is required to be declared effective pursuant to clause 2.5(a)(i)(x) above)
or (C) the date of such Shelf Request, in the case of a Shelf Registration
Statement required pursuant to Section 2.2(a)(iii), or (y) becomes
effective but ceases to be effective or the corresponding Prospectus ceases to
be usable at any time during the Effectiveness Period, and such failure to
remain effective or usable exists for more than 60 days (whether or not consecutive)
in any 12-month period (any event referred to in the foregoing clauses (i) or
(ii) a “Registration Default”),  then, in each case, the interest rate on the Transfer
Restricted Notes will be increased by (i) 0.25% per annum for the first
90-day period immediately following such Registration Default and (ii) an
additional 0.25% per annum with respect to each subsequent 90-day period, up to
a maximum of 1.00% per annum, in each case until the earlier of the date such
Registration Default is cured or the date on which no Notes constitute Transfer
Restricted Notes.  Any amounts payable
under this paragraph shall also be deemed “Additional Interest”  for purposes of this Agreement.


 


(b)                                 The Company
shall notify the Trustee within three business days 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 Additional Interest due shall be payable
on each interest payment date to the Holder of Notes with respect to which
Additional Interest is due and owing. 
Each obligation to pay Additional Interest shall be deemed to accrue
from and including the day following the applicable Event Date.


 


3.                                       Registration
Procedures.


 


In connection with the obligations of the Company
and the Subsidiary Guarantors with respect to Registration Statements pursuant
to Sections 2.1 and 2.2 hereof, the Company and the Subsidiary
Guarantors shall:


 


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(a)                                  prepare and
file with the SEC a Registration Statement, within the relevant time periods
specified in Section 2, on the appropriate form under the 1933 Act
and the rules promulgated thereunder, which form (i) shall be
selected by the Company, (ii) shall, in the case of a Shelf Registration,
be available for the sale of the Transfer Restricted Notes by the selling
Holders thereof, (iii) shall comply as to form in all material respects
with the requirements of the applicable form and include or incorporate by
reference all financial statements required by the SEC to be filed therewith or
incorporated by reference therein and (iv) shall comply in all respects
with the requirements of Regulation S-T under the 1933 Act, and use
commercially reasonable efforts to cause such Registration Statement to become
effective and remain effective for the applicable period in accordance with Section 2
hereof,


 


(b)                                 prepare and file
with the SEC such amendments and post-effective amendments to each Registration
Statement as may be necessary under applicable law to keep such Registration
Statement effective for the applicable period; and cause each Prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to
be filed pursuant to Rule 424 (or any similar provision then in force)
under the 1933 Act and comply with the provisions of the 1933 Act, the 1934 Act
and the rules and regulations thereunder applicable to them with respect
to the disposition of all securities covered by each Registration Statement
during the applicable period in accordance with the intended method or methods
of distribution by the selling Holders thereof (including sales by any Participating
Broker-Dealer); and keep each Prospectus current during the period described in
Section 4(3) of and Rule 174 under the 1933 Act that is
applicable to transactions by brokers or dealers with respect to the Transfer
Restricted Notes or Exchange Notes;


 


(c)                                  in the case of
a Shelf Registration, (i) notify each Holder of Transfer Restricted Notes
to be covered thereby, at least five business days prior to filing, that a
Shelf Registration Statement (except in the case of an Automatic Shelf
Registration Statement, in which case at least five business days prior to the
inclusion of information regarding selling security holders in the Prospectus
forming a part of such Automatic Shelf Registration Statement) with respect to
such Transfer Restricted Notes is being filed and advising such Holders that
the distribution of such Transfer Restricted Notes will be made in accordance
with the method selected by a majority in aggregate principal amount of the
Holders of Transfer Restricted Notes participating in the Shelf Registration; (ii) furnish
to each Holder of Transfer Restricted Notes to be covered thereby and to each
underwriter of an underwritten offering of Transfer Restricted Notes, if any,
without charge, as many copies of each Prospectus, including each preliminary
Prospectus, and any amendment or supplement thereto and such other documents as
such Holder or underwriter may reasonably request, including financial
statements and schedules and, if the Holder so requests, all exhibits in order
to facilitate the public sale or other disposition of the Transfer Restricted
Notes; and (iii) do hereby consent to the use of the Prospectus or any
amendment or supplement thereto by each of the selling Holders of Transfer
Restricted Notes in connection with the offering and sale of the Transfer
Restricted Notes covered by the Prospectus or any amendment or supplement
thereto;


 


11

















 


(d)                                 use
commercially reasonable efforts to register or qualify the Transfer Restricted
Notes under all applicable state securities or “blue sky” laws of such
jurisdictions as any Holder of Transfer Restricted Notes covered by a
Registration Statement and each underwriter of an underwritten offering of
Transfer Restricted Notes shall reasonably request by the time the applicable
Registration Statement is declared effective by the SEC, cooperate with such
Holders in connection with any filings required to be made with FINRA, and do
any and all other acts and things which may be reasonably necessary or
advisable to enable each such Holder and underwriter to consummate the
disposition in each such jurisdiction of such Transfer Restricted Notes owned
by such Holder; provided, however, that the Company and the
Subsidiary Guarantors shall not be required to (i) qualify as a foreign
corporation or as a dealer in securities in any jurisdiction where they would
not otherwise be required to qualify but for this Section 3(d), or (ii) take
any action which would subject them to general service of process or taxation
in any such jurisdiction where they are not then so subject;


 


(e)                                  notify promptly
each Holder of Transfer Restricted Notes under a Shelf Registration or any
Participating Broker-Dealer who has notified the Company that it is utilizing
the Exchange Offer Registration Statement as provided in clause (f) below
and, if requested by such Holder or Participating Broker-Dealer, confirm such
advice in writing promptly (i) when a Registration Statement has become
effective and when any post-effective amendments and supplements to a
Registration Statement have become effective, (ii) of any request by the
SEC or any state securities authority for post-effective amendments and
supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of
the issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, including the receipt by the Company of any
notice of objection of the SEC to the use of a Shelf Registration Statement or
any post-effective amendment thereto pursuant to Rule 401(g)(2) under
the 1933 Act, (iv) in the case of a Shelf Registration, if, between the effective
date of a Registration Statement and the closing of any sale of Transfer
Restricted Notes covered thereby, the representations and warranties of the
Company and the Subsidiary Guarantors contained in any underwriting agreement,
securities sales agreement or other similar agreement, if any, relating to the
offering cease to be true and correct in all material respects, (v) of the
happening of any event or the discovery of any facts during the period a Shelf
Registration Statement is effective which makes any statement made in such
Registration Statement or the related Prospectus untrue in any material respect
or which requires the making of any changes in such Registration Statement or
Prospectus in order to make the statements therein not misleading, (vi) of
the receipt by the Company of any notification with respect to the suspension
of the qualification of the Transfer Restricted Notes or the Exchange Notes, as
the case may be, for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose and (vii) of any determination by the
Company that a post-effective amendment to such Registration Statement would be
appropriate;


 


(f)                                    in the case of
the Exchange Offer Registration Statement (i) include in the Exchange Offer
Registration Statement a section entitled “Plan of Distribution” which 


 


12

















 


section
shall be in customary form, and which shall contain a summary statement of the
positions taken or policies made by the staff of the SEC with respect to the
potential “underwriter” status of any broker-dealer that holds Transfer
Restricted Notes acquired for its own account as a result of market-making
activities or other trading activities and that will be the beneficial owner
(as defined in Rule 13d-3 under the 1934 Act) of Exchange Notes to be
received by such broker-dealer in the Exchange Offer, whether such positions or
policies have been publicly disseminated by the staff of the SEC or such
positions or policies, represent the prevailing views of the staff of the SEC,
including a statement that any such broker dealer who receives Exchange Notes
for Transfer Restricted Notes pursuant to the Exchange Offer may be deemed a
statutory underwriter and must deliver a prospectus meeting the requirements of
the 1933 Act in connection with any resale of such Exchange Notes, (ii) furnish
to each Participating Broker-Dealer who has delivered to the Company the notice
referred to in Section 3(e), without charge, as many copies of each
Prospectus included in the Exchange Offer Registration Statement, including any
preliminary prospectus, and any amendment or supplement thereto, as such
Participating Broker Dealer may reasonably request, (iii) do hereby
consent to the use of the Prospectus forming part of the Exchange Offer
Registration Statement or any amendment or supplement thereto, by any Person
subject to the prospectus delivery requirements of the SEC, including all
Participating Broker-Dealers, in connection with the sale or transfer of the
Exchange Notes covered by the Prospectus or any amendment or supplement
thereto, and (iv) include in the transmittal letter or similar
documentation to be executed by an exchange offeree in order to participate in
the Exchange Offer (x) the following provision:


 


“If
the exchange offeree is a broker-dealer holding Transfer Restricted Notes acquired
for its own account as a result of market-making activities or other trading
activities, it will deliver a prospectus meeting the requirements of the 1933
Act in connection with any resale of Exchange Notes received in respect of such
Transfer Restricted Notes pursuant to the Exchange Offer;” and


 


(y) a statement to the effect that by a
broker-dealer’s making the acknowledgment described in clause (x) and
by delivering a Prospectus in connection with the exchange of Transfer
Restricted Notes, the broker-dealer will not be deemed to admit that it is an underwriter
within the meaning of the 1933 Act;


 


(g)                                 use
commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement at the earliest
practicable moment, and, in the case of a Shelf Registration, the resolution of
any objection of the SEC pursuant to Rule 401(g)(2), including by filing
an amendment to such Shelf Registration Statement on the proper form, at the
earliest possible moment and provide immediate notice to each Holder of the withdrawal
of any such order or such resolution;


 


(h)                                 in the case of
a Shelf Registration, if requested in writing, furnish to each Holder of
Transfer Restricted Notes, and each underwriter, if any, without charge, at
least one conformed copy of each Registration Statement and any post-effective
amendment 


 


13

















 


thereto,
including financial statements and schedules (without documents incorporated
therein by reference and all exhibits thereto, unless requested);


 


(i)                                     in the case of
a Shelf Registration, cooperate with the selling Holders of Transfer Restricted
Notes to facilitate the timely preparation and delivery of certificates representing
Transfer Restricted Notes to be sold and not bearing any restrictive legends;
and enable such Transfer Restricted Notes to be in such denominations
(consistent with the provisions of the Indenture) and registered in such names
as the selling Holders or the underwriters, if any, may reasonably request at
least three business days prior to the closing of any sale of Transfer
Restricted Notes;


 


(j)                                     in the case of
a Shelf Registration, upon the occurrence of any event or the discovery of any
facts, each as contemplated by Sections 3(e)(v) and 3(e)(vi) hereof,
as promptly as practicable after the occurrence of such an event, use
commercially reasonable efforts to prepare and file with the SEC a supplement
or post-effective amendment to the Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of the
Transfer Restricted Notes or Participating Broker-Dealers, such Prospectus will
not contain at the time of such delivery any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading or
will remain so qualified;


 


(k)                                  in the case of
a Shelf Registration Statement, a reasonable time prior to the filing of any
Registration Statement, any Prospectus, any amendment to a Registration
Statement or amendment or supplement to a Prospectus or of any document that is
to be incorporated by reference into a Registration Statement or a Prospectus
after the initial filing of a Registration Statement, provide a copy of any
such document to the Initial Purchaser on behalf of such Holders; and make
representatives of the Company and the Subsidiary Guarantors as shall be
reasonably requested by the Holders of Transfer Restricted Notes, or the
Initial Purchaser on behalf of such Holders, available for discussion of such
document; and the Company and the Subsidiary Guarantors shall not, at any time
after initial filing of a Registration Statement, use or file any Prospectus,
any amendment of or supplement to a Registration Statement, or any document
that is to be incorporated by reference into a Registration Statement or a
Prospectus, of which the Initial Purchaser shall not have previously been
advised and furnished a copy or to which the Initial Purchaser shall object;


 


(l)                                     obtain a CUSIP
number for all Exchange Notes or Transfer Restricted Notes, as the case may be,
not later than the effective date of a Registration Statement, and provide the
Trustee with certificates for the Exchange Notes or the Transfer Restricted
Notes, as the case may be, in a form eligible for deposit with the Depositary;


 


(m)                               (i) in the
case of a Shelf Registration, cause the indenture to be qualified under the TIA
in connection with the registration of the Transfer Restricted Notes, and, in
the case of an Exchange Offer Registration, cause or maintain, as the case may
be, the Indenture to be qualified under the TIA in connection with the
registration of the Exchange


 


14

















 


Notes,
(ii) cooperate with the Trustee and the Holders to effect such changes to
the Indenture as may be required for the Indenture to be, or continue to be, so
qualified in accordance with the terms of the TIA and (iii) execute, and
use commercially reasonable efforts to cause the 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 the Indenture to be so
qualified in a timely manner;


 


(n)                                 in the case of
a Shelf Registration, enter into agreements (including underwriting agreements)
and take all other customary and appropriate actions in order to expedite or
facilitate the disposition of such Transfer Restricted Notes and if so
requested by the holders of such Transfer Restricted Notes and in such
connection whether or not an underwriting agreement is entered into and whether
or not the registration is an underwritten registration:


 


(i)                                     make such
representations and warranties to the Holders of such Transfer Restricted Notes
and the underwriters, if any, as the Company and the Subsidiary Guarantors are
able to make, in form, substance and scope as are customarily made by issuers
to underwriters in similar underwritten offerings as may be reasonably
requested by them;


 


(ii)                                  in connection
with an underwritten registration, obtain opinions of counsel to the Company
and the Subsidiary Guarantors and updates thereof (which counsel and opinions
(in form, scope and substance) shall be reasonably satisfactory to the managing
underwriters, if any, and the holders of a majority in principal amount of the
Transfer Restricted Notes being sold) addressed to each selling Holder and the
underwriters, if any, covering the matters customarily covered in opinions
requested in sales of securities or underwritten offerings and such other
matters as may be reasonably requested by such Holders and underwriters;


 


(iii)                               in connection
with an underwritten registration, obtain “cold comfort” letters and updates
thereof from the Company’s and the Subsidiary Guarantor’s independent certified
public accountants (and, if necessary, any other independent certified public
accountants of any subsidiary of the Company or of any business acquired by the
Company for which financial statements are, or are required to be, included in
the Registration Statement) addressed to the underwriters, if any, and use
commercially reasonable efforts to have such letter addressed to the selling
Holders of Transfer Restricted Notes (to the extent consistent with Statement
on Auditing Standards No.  72 of the American Institute of Certified Public
Accountants), such letters to be in customary form and covering matters of the
type customarily covered in “cold comfort” letters to underwriters in connection
with similar underwritten offerings;


 


(iv)                              enter into a
securities sales agreement with the Holders and an agent of the Holders
providing for, among other things, the appointment of such agent for the
selling Holders for the purpose of soliciting purchases of Transfer Restricted
Notes, which agreement shall be in form, substance and scope customary for
similar offerings;


 


15

















 


(v)                                 if an
underwriting agreement is entered into, cause the same to set forth
indemnification provisions and procedures substantially equivalent to the
indemnification provisions and procedures set forth in Section 4
hereof with respect to the underwriters and all other parties to be indemnified
pursuant to said Section or, at the request of any underwriters, in the
form customarily provided to such underwriters in similar types of
transactions; and


 


(vi)                              deliver such
documents and certificates as may be reasonably requested and as are
customarily delivered in similar offerings to the Holders of a majority in
principal amount of the Transfer Restricted Notes being sold and the managing
underwriters, if any.


 


The
above shall be done at (i) the effectiveness of such Shelf Registration
Statement (and each post-effective amendment thereto) and (ii) each
closing under any underwriting or similar agreement as and to the extent
required thereunder;


 


(o)                                 in the case of
a Shelf Registration or if a Prospectus is required to be delivered by any
Participating Broker-Dealer in the case of an Exchange Offer, make available
for inspection by representatives of the Holders of the Transfer Restricted
Notes, any underwriters participating in any disposition pursuant to a Shelf
Registration Statement, any Participating Broker-Dealer and any counsel or
accountant retained by any of the foregoing, all non-confidential financial and
other records, pertinent corporate documents and properties of the Company or
any Subsidiary Guarantor reasonably requested by any such persons, and cause
the respective officers, directors, employees, and any other agents of the
Company and the Subsidiary Guarantors to supply all information reasonably
requested by any such representative, underwriter, special counsel or
accountant in connection with a Registration Statement, and make such
representatives of the Company and the Subsidiary Guarantors available for
discussion of such documents as shall be reasonably requested by such persons;


 


(p)                                 if so requested
by the Initial Purchaser, in the case of an Exchange Offer Registration
Statement, a reasonable time prior to filing of any Exchange Offer Registration
Statement, any Prospectus forming a part thereof, any amendment to an Exchange
Offer Registration Statement or amendment or supplement to such Prospectus,
provide a copy of any such document to the Initial Purchaser and to counsel to
the Holders of Transfer Restricted Notes; and


 


(q)                                 in the case of
a Shelf Registration, a reasonable time prior to filing any Shelf Registration
Statement, any Prospectus forming a part thereof, any amendment to such Shelf
Registration Statement or amendment or supplement to such Prospectus, provide a
copy of any such document to the Initial Purchaser, if so requested, to the
Holders of Transfer Restricted Notes to be covered thereby, to counsel for such
Holders designated by them and to the underwriter or underwriters of an
underwritten offering of such Transfer Restricted Notes, if any, make such
changes in any such document prior to the filing thereof relating to such
Holders or such Transfer Restricted Notes as the counsel to the Holders or the
underwriter or underwriters reasonably request and not file any such document
in a form to which the holders of a majority in aggregate principal amount of 


 


16

















 


Transfer
Restricted Notes covered by such Shelf Registration Statement, counsel for such
Holders of the Transfer Restricted Notes covered by such Shelf Registration
Statement, or any underwriter shall not have previously been advised and
furnished a copy of or to which the Majority Holders of Transfer Restricted
Notes covered by such Shelf Registration Statement, counsel to such Holders of
Transfer Restricted Notes or any underwriter shall reasonably object, and make
the representatives of the Company and the Subsidiary Guarantors available for
discussion of such document as shall be reasonably requested by such Holders of
Transfer Restricted Notes, the counsel for such Holders of Transfer Restricted
Notes or any underwriter;


 


(r)                                    in the case of
a Shelf Registration, use commercially reasonable efforts to cause all Transfer
Restricted Notes to be listed on any securities exchange on which similar debt
securities issued by the Company and the Subsidiary Guarantors are then listed
if requested by the Holders of a majority in aggregate principal amount of such
Transfer Restricted Notes covered by such Shelf Registration Statement, or if
requested by the underwriter or underwriters of an underwritten offering of
Transfer Restricted Notes, if any;


 


(s)                                  in the case of
a Shelf Registration, use commercially reasonable efforts to cause the Transfer
Restricted Notes to be rated by the appropriate rating agencies, if so
requested by the Holders of a majority in aggregate principal amount of the
Transfer Restricted Notes covered by such Shelf Registration Statement, or if
requested by the underwriter or underwriters of an underwritten offering of
Transfer Restricted Notes, if any;


 


(t)                                    otherwise
comply with all applicable rules and regulations of the SEC and make
available to their security holders, as soon as reasonably practicable after
the effective date of the applicable Registration Statement, an earnings
statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of
the 1933 Act and Rule 158 thereunder;


 


(u)                                 cooperate and
assist in any filings required to be made with FINRA and, in the case of a
Shelf Registration, in the performance of any due diligence investigation by
any underwriter and its counsel (including any “qualified independent
underwriter” that is required to be retained in accordance with the rules and
regulations of FINRA);


 


(v)                                 if reasonably
requested by any Holder of Transfer Restricted Notes covered by a Shelf
Registration Statement, promptly include in a Prospectus supplement or
post-effective amendment such information with respect to such Holder as such
Holder reasonably requests to be included therein and make all required filings
of such Prospectus supplement or such post-effective amendment as soon as the
Company has received notification of the matters to be so included in such
filing;


 


(w)                               so long as any Transfer
Restricted Notes remain outstanding, cause each Additional Guarantor upon such
Person becoming an Additional Guarantor, to execute a joinder to this
Agreement; and


 


(x)                                   amend or
supplement the Prospectus contained in the Exchange Offer Registration
Statement for a period of up to 90 days after the last Exchange Date (as such 


 


17

















 


period
may be extended pursuant to this Agreement), in order to expedite or facilitate
the disposition of any Exchange Notes by Participating Broker-Dealers
consistent with the positions of the staff of the SEC.  The Company and the Subsidiary Guarantors
agree that Participating Broker-Dealers shall be authorized to deliver such
Prospectus (or, to the extent permitted by law, make available) during such
period in connection with the resales contemplated by this clause (x).


 


In the case of a Shelf Registration Statement, the
Company and the Subsidiary Guarantors may (as a condition to such Holder’s
participation in the Shelf Registration) require each Holder of Transfer
Restricted Notes to furnish to the Company and Subsidiary Guarantors such
information regarding the Holder and the proposed distribution by such Holder
of such Transfer Restricted Notes as the Company and Subsidiary Guarantors may
from time to time reasonably request in writing.


 


In the case of a Shelf Registration Statement, each
Holder agrees that, upon receipt of any notice from the Company or any
Subsidiary Guarantor of the happening of any event or the discovery of any
facts, each of the kind described in Section 3(e)(iii) or (vi) hereof,
such Holder will forthwith discontinue disposition of Transfer Restricted Notes
pursuant to a Registration Statement until such Holder’s receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 3(k) hereof,
and, if so directed by the Company and Subsidiary Guarantors, such Holder will
deliver to the Company and Subsidiary Guarantors (at its expense) all copies in
such Holder’s possession, other than permanent file copies then in such Holder’s
possession, of the Prospectus covering such Transfer Restricted Notes current
at the time of receipt of such notice.


 


If any of the Transfer Restricted Notes covered by
any Shelf Registration Statement are to be sold in an underwritten offering,
the underwriter or underwriters and manager or managers that will manage such
offering will be selected by the Majority Holders of such Transfer Restricted
Notes to be included in such offering and shall be acceptable to the Company
and Subsidiary Guarantors.  No Holder of
Transfer Restricted Notes may participate in any underwritten registration
hereunder unless such Holder (a) agrees to sell such Holder’s Transfer
Restricted 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.


 


If the Company and the Subsidiary Guarantors shall
give any notice to suspend the disposition of Transfer Restricted Notes
pursuant to a Registration Statement, the Company and the Subsidiary Guarantors
shall extend the period during which such Registration Statement shall be maintained
effective pursuant to this Agreement by the number of days during the period
from and including the date of the giving of such notice to and including the
date when the Holders of such Transfer Restricted Notes shall have received
copies of the supplemented or amended Prospectus necessary to resume such
dispositions.  The Company and the
Subsidiary Guarantors may suspend the disposition of Transfers Restricted Notes
no more than an aggregate of 90 days in any 365-day period.


 


18














 


4.                                       Indemnification;
Contribution.


 


(a)                                  The Company and the
Subsidiary Guarantors agree to indemnify, jointly and severally, and hold
harmless the Initial Purchaser and each of its affiliates and any other Person
under common control with the Initial Purchaser, each Holder, each
Participating Broker-Dealer, each Person who participates as an underwriter
(any such Person being an “Underwriter”)
and each Person, if any, who controls any Holder or Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
(collectively the “Company Indemnitees”)
as follows:


 


(i)                                     against any and
all loss, liability, claim, damage and expense whatsoever, as incurred, arising
out of any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement (or any amendment or supplement
thereto) pursuant to which Exchange Notes or Transfer Restricted Notes were
registered under the 1933 Act, including all documents incorporated therein by
reference, any Free Writing Prospectus used in violation of this Agreement or
any “issuer information” (“Issuer  Information”) filed or required to be filed pursuant to Rule 433(d) under
the 1933 Act, or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or arising out of any untrue statement or alleged untrue statement
of a material fact contained in any Prospectus (or any amendment or supplement
thereto) or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;


 


(ii)                                  against any and
all loss, liability, claim, damage and expense whatsoever, as incurred, to the
extent of the aggregate amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission; provided
that (subject to Section 4(d) below) any such settlement is
effected with the written consent of the Company and the Subsidiary Guarantors;
and


 


(iii)                               against any and
all expense whatsoever, as incurred (including the fees and disbursements of
counsel chosen by any indemnified party), reasonably incurred in investigating,
preparing or defending against any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, to the extent that any such expense is
not paid under subparagraph for (ii) above;


 


provided, however, that this indemnity agreement
shall not apply to any loss, liability, claim, damage or expense to the extent
arising out of any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with written information concerning
any Company Indemnitee furnished to the Company by any Company Indemnitee expressly
for use in a Registration Statement (or any amendment thereto) or any
Prospectus (or any amendment or supplement thereto); and provided, further,
that the indemnity agreement contained in this subsection shall not inure to
the benefit of any Company Indemnitee from whom


 


19

















 


the person asserting any such losses, claims, damages or liabilities
purchased the Notes concerned, to the extent that a prospectus relating to such
Notes was required to be delivered by such Company Indemnitee in connection
with such purchase and any such loss, claim, damage or liability of such
Company Indemnitee results from the fact that there was not sent or given to
such person, at or prior to the sale of such Notes to such person, a copy of
such prospectus if the Company had previously furnished copies thereof to such
Company Indemnitee.


 


(b)                                 Each Company Indemnitee,
severally, but not jointly, agrees to indemnify and hold harmless the Company,
the Subsidiary Guarantors, each Underwriter and the other selling Holders, and
each of their respective directors and officers, and each Person, if any, who
controls the Company, any Subsidiary Guarantor, any Underwriter or any other
selling Holder within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act, against any and all loss, liability, claim, damage and expense
described in the indemnity contained in Section 4(a) hereof,
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Shelf Registration Statement (or
any amendment thereto) or any Prospectus included therein (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
with respect to such Company Indemnitee furnished to the Company and the
Subsidiary Guarantors by such Company Indemnitee expressly for use in the Shelf
Registration Statement (or any amendment thereto) or such Prospectus (or any
amendment or supplement thereto); provided, however, that no such
Company Indemnitee shall be liable for any claims hereunder in excess of the
amount of net proceeds received by such Company Indemnitee from the sale of
Transfer Restricted Notes pursuant to such Shelf Registration Statement.


 


(c)                                  Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action or proceeding commenced against it in respect of which indemnity may
be sought hereunder, but failure so to notify an indemnifying party shall not relieve
such indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this
indemnity agreement.  An indemnifying
party may participate at its own expense in the defense of such action; provided,
however, that counsel to the indemnifying party shall not (except with
the consent of the indemnified party) also be counsel to the indemnified
party.  In no event shall the
indemnifying party or parties be liable for the fees and expenses of more than
one counsel (in addition to any local counsel) separate from their own counsel
for all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances.  No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with respect
to any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever in respect of
which indemnification or contribution could be sought under this Section 4
(whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any indemnified party.


 


20

















 


(d)                                 If the indemnification
provided for in this Section 4, is for any reason unavailable to or
insufficient to hold harmless an indemnified party in respect of any losses,
liabilities, claims, damages or expenses referred to therein, then each
indemnifying party shall contribute to the aggregate amount of such losses,
liabilities, claims, damages and expenses incurred by such indemnified party,
as incurred, in such proportion as is appropriate to reflect the relative fault
of the Company and the Subsidiary Guarantors, on the one hand, and the Company
Indemnitees, on the other hand, in connection with the statements or omissions
which resulted in such losses, liabilities, claims, damages or expenses, as
well as any other relevant equitable considerations.


 


The relative fault of the Company and the Subsidiary Guarantors on the
one hand and the Company Indemnitees on the other hand shall be determined by
reference to, among other things, whether any such untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact
relates to information supplied by the Company, the Subsidiary Guarantors or
the Company Indemnitees and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.


 


The Company, the Subsidiary Guarantors and the Company Indemnitees
agree that it would not be just and equitable if contribution pursuant to this Section 4
were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to above
in this Section 4.  The
aggregate amount of losses, liabilities, claims, damages and expenses incurred
by an indemnified party and referred to above in this Section 4
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any 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 1933 Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.


 


For purposes of this Section 4, each Person, if any, who
controls the Initial Purchaser or Holder within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act shall have the same rights
to contribution as the Initial Purchaser or Holder, and each director of the
Company or any Subsidiary Guarantor, and each Person, if any, who controls the
Company or any Subsidiary Guarantor within the meaning of Section 15 of
the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Company and the Subsidiary Guarantors.  Notwithstanding the provisions of this Section 4,
in no event shall a Holder be required to contribute any amount in excess of
the amount by which the total price at which all of the Notes sold by such
Holder exceeds the amount of any damages that such Holder has otherwise been
required to pay under Section 4(b) hereof.


 


The remedies provided for in this Section 4 are not
exclusive and shall not limit any rights or remedies that may otherwise be
available to any indemnified party at law or in equity.


 


The indemnity and contribution provisions contained in this Section 4
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any 


 


21

















 


investigation made by or on behalf of the Company
Indemnitees or any Person controlling any Company Indemnitee, or by or on behalf
of the Company or the Subsidiary Guarantors or the officers or directors of or
any Person controlling the Company or the Subsidiary Guarantors, (iii) acceptance
of any of the Exchange Notes and (iv) any sale of Transfer Restricted
Notes pursuant to a Shelf Registration Statement; provided, however,
that the indemnity and contribution rights provided for, in this Section 4
shall not extend to any losses, liabilities or other damages arising out of
actions occurring after the termination of this Agreement.


 


5.                                       Miscellaneous.


 


5.1                                 Rule 144 and Rule 144A.  For so long as the Company and the Subsidiary Guarantors are subject to
the reporting requirements of Section 13 or 15 of the 1934 Act, the Company
and the Subsidiary Guarantors covenant that they will file and furnish the
reports required to be filed by them under the 1933 Act and Section 13(a) or
15(d) of the 1934 Act and the rules and regulations adopted by the
SEC thereunder.  If the Company and the
Subsidiary Guarantors cease to be so required to file and furnish such reports,
the Company and Subsidiary Guarantors covenant that they will upon the request
of any Holder of Transfer Restricted Notes (a) make publicly available
such information as is necessary to permit sales pursuant to Rule 144
under the 1933 Act, (b) deliver such information to a prospective
purchaser as is necessary to permit sales pursuant to Rule 144A under the
1933 Act and take such further action as any Holder of Transfer Restricted
Notes may reasonably request, and (c) take such further action that is
reasonable in the circumstances, in each case, to the extent required from time
to time to enable such Holder to sell its Transfer Restricted Notes without
registration under the 1933 Act within the limitation of the exemptions provided
by (i) Rule 144 under the 1933 Act, as such Rule may be amended
from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may
be amended from time to time, or (iii) any similar rules or
regulations hereafter adopted by the SEC. 
Upon the request of any Holder of Transfer Restricted Notes, the Company
and the Subsidiary Guarantors will deliver to such Holder a written statement
as to whether they have complied with such requirements.


 


5.2                                 No Inconsistent Agreements.  The Company and the Subsidiary Guarantors have not entered into, and
the Company and the Subsidiary Guarantors will not after the date of this
Agreement enter into, any agreement which is inconsistent with the rights
granted to the Holders of Transfer Restricted Notes in this Agreement or
otherwise conflicts with the provisions hereof. 
The rights granted to the Holders hereunder do not and will not for the
term of this Agreement in any way conflict with the rights granted to the
holders of the Company’s or Subsidiary Guarantors’ other issued and outstanding
securities under any such agreements.


 


5.3                                 Amendments and Waivers.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the Company and the Subsidiary Guarantors have obtained the
written consent of Holders of at least a majority in aggregate principal amount
of the outstanding Transfer Restricted Notes affected by such amendment,
modification, supplement, waiver or departure.


 


5.4                                 Notices.  All notices and other
communications provided for or permitted hereunder shall be made in writing by
hand delivery, registered first-class mail, telex, telecopier, or 


 


22

















 


any courier guaranteeing overnight delivery (a) if to a Holder, at
the most current address given by such Holder to the Company by means of a
notice given in accordance with the provisions of this Section 5.4,
which address initially, and until so changed, is the address set forth in the
Purchase Agreement with respect to the Initial Purchaser; and (b) if to
the Company and the Subsidiary Guarantors, initially at the Company’s address
set forth in the Purchase Agreement, and thereafter at such other address of
which notice is given in accordance with the provisions of this Section 5.4.


 


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


 


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


 


5.5                                 Successor and Assigns.  This Agreement shall inure
to the benefit of and be binding upon the successors, assigns and transferees
of each of the parties, including, without limitation and without the need for
an express assignment, subsequent Holders; provided that nothing herein
shall be deemed to permit any assignment, transfer or other disposition of Transfer
Restricted Notes in violation of the terms of the Purchase Agreement or the
Indenture.  If any transferee of any
Holder shall acquire Transfer Restricted Notes, in any manner, whether by operation
of law or otherwise, such Transfer Restricted Notes shall be held subject to
all of the terms of this Agreement, and by taking and holding such Transfer
Restricted Notes such person shall be conclusively deemed to have agreed to be
bound by and to perform all of the terms and provisions of this Agreement,
including the restrictions on resale set forth in this Agreement and, if
applicable, the Purchase Agreement, and such person shall be entitled to
receive the benefits hereof.  The Initial
Purchaser (in its capacity as Initial Purchaser) shall have no liability or obligation
to the Company or the Subsidiary Guarantors with respect to any failure by a
Holder to comply with, or any breach by any Holder of, any of the obligations
of such Holder under this Agreement.


 


5.6                                 Third Party Beneficiaries.  The Initial Purchaser (even
if the Initial Purchaser is not a Holder of Transfer Restricted Notes) shall be
a third party beneficiary to the agreements made hereunder between the Company
and the Subsidiary Guarantors, on the one hand, and the Holders, on the other
hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights
or the rights of Holders hereunder.  Each
Holder of Transfer Restricted Notes shall be a third party beneficiary to the
agreements made hereunder between the Company and the Subsidiary Guarantors, on
the one hand, and the Initial Purchaser, on the other hand, and shall have the
right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights hereunder.


 


5.7                                 Remedies.  Each of the Company and the
Subsidiary Guarantors hereby agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a 


 


23

















 


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.


 


5.8                                 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.  This Agreement may be executed by facsimile
signature.


 


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


 


5.10                           Governing Law.  This Agreement shall be
governed by and construed in accordance with the law of the state of New York
without regard to the principles of conflict of laws thereof.


 


5.11                           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.


 


[signature
page follows]


 


24

















 


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


 


	
   

  	
  FREEDOM GROUP, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  REMINGTON ARMS COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RA BRANDS, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE MARLIN FIREARMS COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  H&R 1871, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BUSHMASTER FIREARMS INTERNATIONAL, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DPMS FIREARMS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


2

















 


	
   

  	
  E-RPC, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  CONFIRMED AND ACCEPTED,

  	
   

  
	
  as of the date first above
  written:

  	
   

  
	
   

  	
   

  
	
  BANC OF AMERICA SECURITIES
  LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  



 


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