Exhibit 4.4


EXECUTION COPY


REGISTRATION RIGHTS AGREEMENT


                    REGISTRATION
RIGHTS AGREEMENT, dated as of November 18, 2008, by and between Syncora
Holdings Ltd (formerly known as Security Capital Assurance Ltd), a Bermuda
exempted company (the “Company”),
and Syncora Private Trust Company Limited (the “Trustee”), a Bermuda company as trustee of the special
purpose trust (the “Trust”)
established by that certain Declaration of Trust dated as of the date hereof
and known as The CCRA Purpose Trust (the “SCA
Shareholder Entity”). 


                    WHEREAS,
pursuant to that certain Master Commutation, Release and Restructuring
Agreement, dated as of July 28, 2008, by and among the Company, Syncora
Guarantee Inc. (formerly known as XL Capital Assurance Inc.), Syncora Guarantee
Re Ltd (formerly known as XL Financial Assurance Ltd.), XL Capital Ltd. and the
other parties thereto (the “Master
Transaction Agreement”), among other things, the Company has
agreed to provide the SCA Shareholder Entity certain rights as set forth
herein. 


                    NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and
obligations hereinafter set forth (and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged by
the Company), the parties hereto hereby agree as follows: 


ARTICLE I


DEFINITIONS


          Section
1.1 Certain Defined Terms. As used herein, the following terms shall
have the following meanings: 


          “Action” means any legal,
administrative, regulatory or other suit, action, claim, audit, assessment,
arbitration or other proceeding, investigation or inquiry. 


          “Affiliate” shall mean, with
respect
to any Person, any other Person directly or indirectly controlling, controlled
by or under common control with, such Person. For purposes of this definition,
“control” (including its correlative meanings, “controlled by” and “under
common control with”) when used with respect to any Person, means the
possession, directly or indirectly, of the power to cause the direction of
management and/or policies of such Person, whether through the ownership of
voting securities, by contract or otherwise. 


          “Agreement” means this
Registration
Rights Agreement as it may be amended, supplemented, restated or modified from
time to time. 


          “Beneficial Ownership” by a Person
of any securities includes ownership by any Person who, directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise,
has or shares (i) voting power which includes the power to vote, or to direct
the voting of, such security; and/or (ii) investment power which includes the
power to dispose, or to direct the disposition, of such security; and shall
otherwise be interpreted in accordance with the term “beneficial ownership” as
defined in Rule 13d-3 adopted by the SEC under the Exchange Act. 






The
term “Beneficially Own”
shall have a correlative meaning. 


          “Business Day” means any day,
other
than a Saturday, Sunday or a day on which banking institutions in New York, New
York are authorized or obligated to close. 


          “Common Shares” means the Common
Shares, $0.01 par value per share, of the Company. 


          “Exchange Act” means the
Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated by
the SEC from time to time thereunder. 


          “Form S-3” means such form under
the
Securities Act as is in effect on the date hereof or any successor registration
form under the Securities Act subsequently adopted by the SEC which permits
inclusion or incorporation of substantial information by reference to other
documents filed by the Company with the SEC. 


          “Governmental Entity” shall mean
any
court, administrative agency or commission or other governmental authority or
instrumentality, whether federal, state, local or foreign and any applicable
industry self-regulatory organization. 


          “Holders” means the SCA
Shareholder
Entity and any Transferee of Registrable Securities that agrees to be bound by
the terms of this Agreement pursuant to Section 3.6 hereof (and “Holder” means any of such Persons).



          “Holders’ Representative”
means the
SCA Shareholder Entity or any other Holder designated by the SCA Shareholder
Entity as the Holders’ Representative. 


          “Issuer Free Writing Prospectus”
means an issuer free writing prospectus, as defined in Rule 433 under the
Securities Act, relating to an offer of the Registrable Securities. 


          “Law” means any statute, law,
code,
ordinance, rule or regulation of any Governmental Entity. 


          “Other Securities” means Common
Shares other than Registrable Securities. 


          “Person” means any individual,
corporation, limited liability company, limited or general partnership, joint
venture, association, joint stock company, trust, unincorporated organization,
government or any agency or political subdivisions thereof or any group (within
the meaning of Section 13(d)(3) of the Exchange Act) comprised of two or more
of the foregoing. 


          “Prospectus” means the prospectus
included in any Registration Statement (including a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
Registration Statement in reliance upon Rule 430A or Rule 430B promulgated
under the Securities Act), as amended or supplemented by any prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by such Registration Statement, any Issuer Free
Writing Prospectus related thereto, and all other amendments and 


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supplements to
such prospectus, including post-effective amendments, and all material
incorporated by reference or deemed to be incorporated by reference in such prospectus.



          “Registrable Securities” means (a)
all Common Shares held by the SCA Shareholder Entity as of the date of this
Agreement, and (b) any securities issued directly or indirectly with respect to
such shares described in clause (a) because of stock splits, stock dividends,
reclassifications, recapitalizations, mergers, consolidations, or similar
events. As to any particular Registrable Securities, such Registrable
Securities shall cease to be Registrable Securities when (i) a Registration Statement
with respect to the sale of such securities shall have become effective under
the Securities Act and such securities shall have been disposed of in
accordance with such Registration Statement, or (ii) such securities shall have
been disposed of pursuant to Rule 144, or (iii) following any transfer of such
securities to a Transferee, such securities are eligible to be sold to the
public without volume limitations pursuant to Rule 144, it being understood
that in the event that such securities cease to be eligible to be sold to the
public without volume limitations pursuant to Rule 144 as a result of any act
or failure to act of the Company, then subject to clauses (i) and (ii) above
such securities will again be Registrable Securities hereunder until such time
as such securities are eligible to be sold to the public without volume
limitations pursuant to Rule 144. 


          “Registration Statement” means any
registration statement of the Company under the Securities Act which permits
the public offering of any of the Registrable Securities 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.  


          “Rule 144” means Rule 144 under the
Securities Act (or any successor provision).  


          “SEC” means the United States Securities
and Exchange Commission.  


          “Securities Act” means the Securities Act
of 1933, as amended, and the rules and regulations promulgated by the SEC from
time to time thereunder.  


          “Selling Holder” means each Holder of
Registrable Securities included in a registration pursuant to Article II.  


          “Shelf Registration Statement”
means a
Registration Statement of the Company filed with the SEC on Form S-3 for an
offering to be made on a continuous or delayed basis pursuant to Rule 415 under
the Securities Act covering Registrable Securities. To the extent the Company
is a well-known seasoned issuer (as defined in Rule 405 under the Securities
Act), a “Shelf Registration Statement” shall be deemed to refer to an automatic
shelf registration statement (as defined in Rule 405 under the Securities Act)
on Form S-3. 


          A
“Subsidiary” of any person
means another person, an amount of the voting securities, other voting
ownership or voting partnership interests of which is sufficient to elect at
least a majority of its board of directors or other governing body (or, if
there are no such voting interests, 


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50% or more of
the equity interests of which) is owned directly or indirectly by such first
person. 


          “Transferee” means any of (i) the
transferee of all or any portion of the Registrable Securities held by the SCA
Shareholder Entity or (ii) the subsequent transferee of all or any portion of
the Registrable Securities held by any such transferee; provided, that no Transferee shall be
entitled to any benefits of a Transferee hereunder unless such Transferee
executes and delivers to the Company an instrument substantially in the form
provided as Exhibit A attached hereto.  


          Section
1.2 Terms Generally. The definitions in Section 1.1 shall apply equally
to both the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”, unless the
context expressly provides otherwise. All references herein to Articles,
Sections, paragraphs, subparagraphs, clauses or Exhibits shall be deemed
references to Articles, Sections, paragraphs, subparagraphs or clauses of, or
Exhibits to, this Agreement, unless the context requires otherwise. Unless
otherwise expressly defined, terms defined in this Agreement have the same
meanings when used in any Exhibit hereto. Unless otherwise specified, the words
“this Agreement”, “herein”, “hereof”, “hereto” and “hereunder” and other words
of similar import refer to this Agreement as a whole (including the Exhibits)
and not to any particular provision of this Agreement. The term “or” is not
exclusive. The word “extent” in the phrase “to the extent” shall mean the
degree to which a subject or other thing extends, and such phrase shall not
mean simply “if”. Unless expressly stated otherwise, any Law defined or
referred to herein means such Law as from time to time amended, modified or
supplemented, including by succession of comparable successor Laws and
references to all attachments thereto and instruments incorporated therein.
References to a Person are also to its permitted successors and assigns. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement. 


ARTICLE II


REGISTRATION RIGHTS


          Section
2.1 Demand Registrations. (a) Subject to Section 2.1(h), at any time and
from time to time, the Holders’ Representative shall have the right by
delivering a written notice to the Company (a “Demand Notice”) to require the Company to, pursuant to the
terms of this Agreement, register under and in accordance with the provisions
of the Securities Act the number of Registrable Securities Beneficially Owned
by Holders and requested by such Demand Notice to be so registered (a “Demand Registration”); provided,
however, that a Demand Notice may only be made if the amount of
Registrable Securities requested to be registered is either (i) at least 20% of
the aggregate number of Registrable Securities then held by all Holders or (ii)
reasonably expected to generate aggregate gross proceeds on sale (prior to
deducting underwriting discounts and commissions and offering expenses) of at
least $10 million. A Demand Notice shall also specify the expected method or
methods of disposition of the applicable Registrable Securities. Following
receipt of a Demand Notice, the Company shall use its reasonable best efforts
to file, as 


4






promptly as
reasonably practicable, but not later than 60 days, with respect to any
underwritten offering, or 30 days, with respect to any other offering, after
receipt by the Company of such Demand Notice (subject to paragraph (e) of this
Section 2.1), a Registration Statement relating to the offer and sale of the
Registrable Securities requested to be included therein by the Holders thereof
in accordance with the methods of distribution elected by such Holders (a “Demand Registration Statement”) and
shall use its reasonable best efforts to cause such Registration Statement to
be declared effective under the Securities Act as promptly as practicable after
the filing thereof. 


                    (b)
No securities shall be included under any Demand Registration Statement related
to an underwritten offering without the written consent of the Holders’
Representative, except Registrable Securities requested to be included therein
pursuant to Section 2.1(a). Subject to the preceding sentence, if any of the
Registrable Securities to be registered pursuant to a Demand Registration are
to be sold in a firm commitment underwritten offering, and the managing
underwriter(s) of such underwritten offering advise the Holders in writing that
it is their good faith opinion that the total number or dollar amount of
Registrable Securities proposed to be sold in such offering, together with any
Other Securities proposed to be included by holders thereof which are entitled
to include securities in such Registration Statement, exceeds the total number
or dollar amount of such securities that can be sold without having an adverse
effect on the price, timing or distribution of the Registrable Securities to be
so included together with all such Other Securities, then there shall be
included in such firm commitment underwritten offering the number or dollar
amount of Registrable Securities and such Other Securities that in the opinion
of such managing underwriter(s) can be sold without so adversely affecting such
offering, and such number of Registrable Securities and Other Securities shall
be allocated for inclusion as follows: 


	
 

	
 


	
 

	
                    (i)
 first, the Registrable Securities for which inclusion in such demand offering
 was requested by the Holders, pro rata
 (if applicable), based on the number of Registrable Securities Beneficially
 Owned by each such Holder; and 


	
 

	
 


	
 

	
                    (ii)
 second, among any holders of Other Securities, pro rata, based on the number of Other Securities
 Beneficially Owned by each such holder. 






                    (c)
The Holders collectively shall be entitled to request no more than three Demand
Registrations pursuant to this Section 2.1; provided, however, that (i) in no
event shall the Company be required to effect more than one Demand Registration
in any three-month period and (ii) subject to Section 2.1(h), in case the
Company shall receive from the Holders’ Representative a Demand Notice
requesting that the Company effect a registration on Form S-3 (provided that
the Company is eligible to effect such registration on Form S-3 at such time),
the Company shall be obligated to effect any such Demand Registration without
regard to the number of Demand Registrations made.  


                    (d)
In the event of a Demand Registration, the Company shall use its reasonable
best efforts to maintain the continuous effectiveness of the applicable
Registration Statement for a period of at least 180 days after the effective
date thereof or such shorter period in which all Registrable Securities
included in such Registration Statement have actually been sold. For the
avoidance of doubt, the foregoing sentence is not intended to limit the
obligation of the Company 


5






to maintain
the continuous effectiveness of the Shelf Registration Statement contemplated
by Section 2.2 as required by Section 2.2. 


                    (e)
The Company shall be entitled to postpone (but not more than once in any
six-month period), for a reasonable period of time, together with any
postponement under Section 2.2(c), not in excess of 60 days (and not for
periods exceeding, in the aggregate, 90 days during any twelve-month period),
the filing or initial effectiveness of, or suspend the use of, a Demand
Registration Statement if the Company delivers to the Holders’ Representative a
certificate signed by both the Chief Executive Officer and Chief Financial
Officer of the Company certifying that, in their good faith judgment, such
registration, offering or use would reasonably be expected to materially
adversely affect or materially interfere with any bona fide and imminent
material financing of the Company or any imminent material transaction under
consideration by the Company or would require the disclosure of information
that has not been, and is not otherwise required to be, disclosed to the
public, the premature disclosure of which would materially adversely affect the
Company. Such certificate shall contain, if requested by the Holders’
Representative (and subject to their entering into a customary confidentiality
obligation as to such information), a reasonably detailed statement of the
reasons for such postponement or suspension and an approximation of the
anticipated delay. If the Company so postpones the filing of a Registration
Statement, the Holders’ Representative will have the right to withdraw the
request for registration by giving written notice to the Company within ten
days of the anticipated termination date of the postponement period, as
provided in the notice delivered to the Holders’ Representative and such
withdrawn registration will not count as a Demand Registration. 


                    (f)
The Holders’ Representative shall have the right to notify the Company that it
has determined that the Registration Statement relating to a Demand
Registration be abandoned or withdrawn, in which event the Company shall
promptly abandon or withdraw such Registration Statement. 


                    (g)
No request for registration will count for the purposes of the limitations in
Section 2.1(c) if: (A) the Holders’ Representative determines in good faith to
withdraw the proposed registration prior to the effectiveness of the
Registration Statement relating to such request due to marketing conditions or
regulatory reasons relating to the Company, (B) the Registration Statement
relating to such request is not declared effective within 60 days of the date
such Registration Statement is first filed with the SEC (other than solely by
reason of the applicable Holders having refused to proceed), (C) the Registration
Statement is not maintained effective for the period required pursuant to this
Section 2.1(d), (D) prior to the sale of at least 90% of the Registrable
Securities included in the applicable registration relating to such request,
such registration is adversely affected by any stop order, injunction or other
order or requirement of the SEC or other Governmental Entity or court, (E) more
than 10% of the Registrable Securities requested by the Holders to be included
in the registration are not so included pursuant to Section 2.1(b), or (F) the
conditions to closing specified in any underwriting agreement or purchase
agreement entered into in connection with the registration relating to such
request are not satisfied (other than as a result of a material default or
breach thereunder by the applicable Holders). Notwithstanding anything to the
contrary, the Company will pay all expenses (in 


6






accordance
with Section 2.9) in connection with any request for registration pursuant to
this Agreement regardless of whether or not such request counts toward the
limitation set forth above. 


                    (h)
Notwithstanding anything else to the contrary in this Section 2.1, if, prior to
any request for registration pursuant to this Section 2.1, (i) the Company
shall have filed a Shelf Registration Statement covering all of the Registrable
Securities in accordance with Section 2.2, (ii) the plan of distribution set
forth in such Shelf Registration Statement includes underwritten offerings and
(iii) the Shelf Registration Statement is effective when the Holders’
Representative would otherwise make a request for registration under this
Section 2.1, the Company shall not be required to separately register any
Registrable Securities (including, for the avoidance of doubt, any request that
the Company effect a registration on Form S-3 pursuant to clause (ii) of
Section 2.1(c)) in response to such request, and such request shall be deemed
to be a request that the Company cooperate in effecting a Takedown of the Registrable
Securities pursuant to such Shelf Registration Statement. Subject to Section
2.2(e), the Company may also register Other Securities on any such Shelf
Registration Statement. 


          Section
2.2 Shelf Registration. (a) As promptly as practicable (but no later
than 60 days) after the Company becomes eligible to effect a registration on
Form S-3 (and provided that the Company is eligible to effect such registration
at such time), the Company shall file with the SEC a Shelf Registration
Statement providing for the registration and sale of all of the Registrable
Securities by the Holders and shall use its reasonable best efforts to cause
such Shelf Registration Statement to be declared effective under the Securities
Act as soon as reasonably practicable thereafter (provided that the Company is
eligible to effect such registration at such time). 



                    (b)
Subject to the Company being eligible to do so under the Securities Act, the
Company shall use its reasonable best efforts to keep such Shelf Registration
Statement continuously effective under the Securities Act in order to permit
the Prospectus forming a part thereof to be usable by Holders until the earlier
of (i) the date as of which all Common Shares held by all Holders are no longer
Registrable Securities and (ii) the date as of which all Registrable Securities
have been sold pursuant to the Shelf Registration Statement or another
Registration Statement has been filed under the Securities Act (but in no event
prior to the applicable period referred to in Section 4(3) of the Securities
Act and Rule 174 thereunder) (such period of effectiveness, the “Shelf
Period”). Subject to Section 2.2(c), the Company shall not be deemed to have
used its reasonable best efforts to keep the Shelf Registration Statement
effective during the Shelf Period if the Company voluntarily takes any action
or omits to take any action that would result in Holders of Registrable
Securities covered thereby not being able to offer and sell any Registrable
Securities pursuant to such Shelf Registration Statement during the Shelf
Period, unless such action or omission is required by applicable Law.  


                    (c)
The Company shall be entitled to postpone (but not more than once in any
six-month period), for a reasonable period of time, together with any
postponement under Section 2.1(e), not in excess of 60 days (and not for
periods exceeding, in the aggregate, 90 days during any twelve-month period),
the filing or initial effectiveness of, or suspend the use of, a Shelf
Registration Statement if the Company delivers to the Holders’ Representative a
certificate signed by both the Chief Executive Officer and Chief Financial
Officer of the Company certifying that, in 


7






their good
faith judgment, such registration, offering or use would reasonably be expected
to materially adversely affect or materially interfere with any bona fide
material financing of the Company or any material transaction under
consideration by the Company or would require the disclosure of information
that has not been, and is not otherwise required to be, disclosed to the
public, the premature disclosure of which would materially adversely affect the
Company. Such certificate shall contain, if requested by the Holders’
Representative (and subject to their entering into a customary confidentiality
obligation as to such information), a reasonably detailed statement of the
reasons for such postponement or suspension and an approximation of the
anticipated delay. 


                    (d)
Upon a written request from any Holder (an “Initiating Holder”) to effect an offering under the Shelf
Registration Statement (a “Takedown”),
provided that the Company is eligible to utilize such Registration Statement at
such time, the Company will, as soon as practicable, (x) deliver a written
notice relating to the proposed Takedown to all other Holders and (y) promptly
(and in any event not later than twenty days after receiving such Initiating
Holder’s request) supplement the Prospectus included in the Shelf Registration
Statement as would permit or facilitate the sale and distribution of all or
such portion of such Initiating Holder’s Registrable Securities as are
specified in such request together with the Registrable Securities requested to
be included in such Takedown by any other Holders who notify the Company in
writing within ten business days after receipt of such written notice from the
Company. If the Company and/or the holders of any Other Securities request
inclusion of Other Securities in a Takedown, such Other Securities shall be
included in the Takedown if, and only if, inclusion of such Other Securities
would not be reasonably likely to delay in any material respect the timely
effectuation of the Takedown or the sale of Registrable Securities pursuant to
the Takedown. In the case of a request for or effectuation of a Takedown, all
references in this Agreement to the effective date of a Registration Statement
shall be deemed to refer to the date of pricing of such Takedown and all
references to registration shall be deemed to refer to the Takedown. 


                    (e)
If any of the Registrable Securities to be sold pursuant to a Shelf
Registration Statement are to be sold in a firm commitment underwritten
offering, and the managing underwriter(s) of such underwritten offering advise
the Holders in writing that it is their good faith opinion that the total
number or dollar amount of Registrable Securities proposed to be sold in such
offering, together with any Other Securities proposed to be included by holders
thereof which are entitled to include securities in such Registration
Statement, exceeds the total number or dollar amount of such securities that
can be sold without having an adverse effect on the price, timing or
distribution of the Registrable Securities to be so included together with all
such Other Securities, then there shall be included in such firm commitment
underwritten offering the number or dollar amount of Registrable Securities and
such Other Securities that in the opinion of such managing underwriter(s) can
be sold without so adversely affecting such offering, and such number of
Registrable Securities and Other Securities shall be allocated for inclusion as
follows: 


	
 

	
 


	
 

	
                    (i)
 first, the Registrable Securities for which inclusion in such underwritten
 offering requested by the Holders, pro
 rata (if applicable), based on the number of Registrable
 Securities Beneficially Owned by each such Holder; and 





8






	
 

	
 


	
 

	
                    (ii)
 second, among any holders of Other Securities, pro rata, based on the number of Other Securities
 Beneficially Owned by each such holder of Other Securities. 





          Section
2.3 Piggyback Registrations. (a) If, other than pursuant to Section 2.1
or Section 2.2, the Company proposes or is required to file a registration
statement under the Securities Act with respect to an offering of Common
Shares, whether or not for sale for its own account (other than a registration
statement (i) on Form S-4, Form S-8 or any successor forms thereto, (ii) filed
solely in connection with any employee benefit or dividend reinvestment plan,
or (iii) so long as a Shelf Registration Statement is effective and available
pursuant to Section 2.2 hereof, filed solely in connection with the issuance or
resale of Common Shares issuable upon conversion, exercise or exchange of any
securities of the Company or any of its Subsidiaries, where such convertible,
exercisable or exchangeable securities were issued in, or as part of, a
financing transaction), in a manner that would permit registration of
Registrable Securities for sale to the public under the Securities Act, then
the Company shall give prompt written notice of such proposed filing at least
30 days before the anticipated filing date (the “Piggyback Notice”) to the Holders. The Piggyback
Notice shall offer the Holders the opportunity to include in such registration
statement the number of Registrable Securities as they may request (a “Piggyback Registration”). Subject
to Section 2.3(b) hereof, the Company shall include in each such Piggyback
Registration all Registrable Securities with respect to which the Company has
received written requests for inclusion therein within 15 days after notice has
been given to the Holders, to permit the distribution of such Registrable
Securities in accordance with the methods of distribution elected by such
Holders. The Holders shall be permitted to withdraw all or part of the
Registrable Securities from a Piggyback Registration at any time at least two
Business Days prior to the effective date of the Registration Statement
relating to such Piggyback Registration. The Company shall use its reasonable
best efforts to maintain the effectiveness of the Registration Statement for a
Piggyback Registration for a period of at least 180 days after the effective
date thereof or such shorter period in which all Registrable Securities
included in such Registration Statement have actually been sold. No Piggyback
Registration shall count towards registrations required under Section 2.1. 


                    (b)
If any of the securities to be registered pursuant to the registration giving
rise to the Holders’ rights under this Section 2.3 are to be sold in an
underwritten offering, the Holders shall be permitted to include all
Registrable Securities requested to be included in such registration in such
offering on the same terms and conditions as any Other Securities included
therein; provided, however, that if such offering involves a firm
commitment underwritten offering and the managing underwriter(s) of such
underwritten offering advise the Company in writing that it is their good faith
opinion that the total amount of Registrable Securities requested to be so
included, together with all Other Securities that the Company and any other
Persons having rights to participate in such registration intend to include in
such offering, exceeds the total number or dollar amount of such securities
that can be sold without having an adverse effect on the price, timing or
distribution of the Registrable Securities to be so included together with all
Other Securities, then there shall be included in such firm commitment
underwritten offering the number or dollar amount of Registrable Securities and
such Other Securities that in the opinion of 


9






such managing
underwriter(s) can be sold without so adversely affecting such offering, and
such number of Registrable Securities and Other Securities shall be allocated
for inclusion as follows: 


	
 

	
 


	
 

	
                    (i)
 first, all Other Securities being sold by the Company for its own account or
 by any Person (other than a Holder) exercising a contractual right to demand
 registration; 


	
 

	
 


	
 

	
                    (ii)
 second, all Registrable Securities requested to be included by the Holders, pro rata (if applicable), based on the
 number of Registrable Securities Beneficially Owned by each such Holder; and 


	
 

	
 


	
 

	
                    (iii)
 third, among any other holders of Other Securities requesting such
 registration, pro rata, based
 on the number of Other Securities Beneficially Owned by each such holder of
 Other Securities. 





          Section
2.4 Registration Procedures. If and whenever the Company is required to
use its reasonable best efforts to effect the registration of any Registrable
Securities under the Securities Act as provided in this Article II, the Company
shall effect such registration to permit the sale of such Registrable
Securities in accordance with the intended method or methods of disposition
thereof, and pursuant thereto the Company shall cooperate in the sale of the
securities and shall, as expeditiously as possible (to the extent applicable,
in the case of a Takedown): 


                    (a)
Prepare and file with the SEC a Registration Statement or Registration
Statements on such form which shall be available for the sale of the
Registrable Securities by the Holders or the Company in accordance with the
intended method or methods of distribution thereof, and use its reasonable best
efforts to cause such Registration Statement to become effective and to remain
effective as provided herein; provided, however, that before
filing a Registration Statement or Prospectus or any amendments or supplements
thereto (excluding documents that would be incorporated or deemed to be
incorporated therein by reference), the Company shall furnish or otherwise make
available to the Selling Holders, their counsel and the managing
underwriter(s), if any, copies of all such documents proposed to be filed,
which documents will be subject to the reasonable review and comment of such
counsel, and such other documents reasonably requested by such counsel,
including any comment letter from the SEC, and, if requested by such counsel,
provide such counsel reasonable opportunity to participate in the preparation
of such Registration Statement and each Prospectus included therein and such
other opportunities to conduct a reasonable investigation within the meaning of
the Securities Act, including reasonable access to the Company’s books and
records, officers, accountants and other advisors. The Company shall not file
any such Registration Statement or Prospectus or any amendments or supplements
thereto (excluding such documents that, upon filing, would be incorporated or
deemed to be incorporated by reference therein) with respect to any
registration pursuant to Section 2.1, 2.2 or 2.3 to which any Holder (if such
Registration Statement includes Registrable Securities of such Holder), its
counsel, or the managing underwriter(s), if any, shall reasonably object, in
writing, on a timely basis, unless, in the opinion of the Company, such filing
is necessary to comply with applicable Law. 


10






                    (b)
Prepare and file with the SEC such amendments and post-effective amendments to
each Registration Statement as may be necessary to keep such Registration
Statement continuously effective during the period provided herein and comply
in all material respects with the provisions of the Securities Act with respect
to the disposition of all securities covered by such Registration Statement,
and cause the related Prospectus to be supplemented by any Prospectus
supplement or Issuer Free Writing Prospectus as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of the
securities covered by such Registration Statement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force) under the
Securities Act. 


                    (c)
Notify each Selling Holder and the managing underwriter(s), if any, promptly,
and (if requested by any such Person) confirm such notice in writing, (i) when
a Prospectus or any Prospectus supplement, Issuer Free Writing Prospectus 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,
(ii) of any request by the SEC or any other Governmental Entity for amendments
or supplements to a Registration Statement or related Prospectus or Issuer Free
Writing Prospectus or for additional information, (iii) of the issuance by the
SEC of any stop order suspending the effectiveness of a Registration Statement
or the initiation of any proceedings for that purpose, (iv) if at any time the
representations and warranties of the Company contained in any agreement
(including any underwriting agreement contemplated by Section 2.4(o) below)
cease to be true and correct, (v) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any proceeding for such
purpose, and (vi) of the happening of any event that makes any statement made
in such Registration Statement or related Prospectus or any document
incorporated or deemed to be incorporated therein by reference or any Issuer
Free Writing Prospectus related thereto untrue in any material respect or that
requires the making of any changes in such Registration Statement, Prospectus,
documents or Issuer Free Writing Prospectus so that, in the case of the
Registration Statement, 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, not misleading, and that in the case
of any Prospectus or Issuer Free Writing Prospectus, it will not contain any
untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. 


                    (d)
Use its reasonable best efforts to avoid the issuance of any order suspending
the effectiveness of a Registration Statement or any suspension of the
qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, or, if issued, to obtain the
withdrawal or lifting of any such order or suspension at the reasonably
earliest practicable date. 


                    (e)
If requested by the managing underwriter(s), if any, or the Holders of a
majority of the Registrable Securities being sold in connection with an
underwritten offering, promptly include in a Prospectus supplement,
post-effective amendment or Issuer Free Writing Prospectus such information as
the managing underwriter(s), if any, or such Holders may 


11






reasonably
request in order to permit the intended method of distribution of such
securities and make all required filings of such Prospectus supplement, such post-effective
amendment or Issuer Free Writing Prospectus as soon as practicable after the
Company has received such request. 


                    (f)
Furnish or make available to each Selling Holder, and each managing
underwriter, if any, without charge, such number of conformed copies of the
Registration Statement and each post-effective amendment thereto, including
financial statements (but excluding schedules, all documents incorporated or
deemed to be incorporated therein by reference, and all exhibits, unless
requested in writing by such Holder, counsel or managing underwriter(s)), and
such other documents, as such Holders or such managing underwriter(s) may
reasonably request, and upon request a copy of any and all transmittal letters
or other correspondence to or received from, the SEC or any other Governmental
Entity relating to such offering. 


                    (g)
Deliver to each Selling Holder, and the managing underwriter(s), if any,
without charge, as many copies of the Prospectus or Prospectuses (including
each form of Prospectus and any Issuer Free Writing Prospectus related to any
such Prospectuses) and each amendment or supplement thereto as such Persons may
reasonably request in connection with the distribution of the Registrable
Securities; and the Company, subject to Section 2.5(b), hereby consents to the
use of such Prospectus and each amendment or supplement thereto by each of the
Selling Holders and the managing underwriter(s), if any, in connection with the
offering and sale of the Registrable Securities covered by such Prospectus and
any such amendment or supplement thereto. 


                    (h)
Prior to any public offering of Registrable Securities, use its reasonable best
efforts to register or qualify or cooperate with the Selling Holders, the
managing underwriter(s), if any, and their respective counsel in connection
with the registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or “Blue Sky” laws of such jurisdictions within the United States as
any Selling Holder or managing underwriter(s) reasonably requests in writing
and to keep each such registration or qualification (or exemption therefrom)
effective during the period such Registration Statement is required to be kept
effective and to take any other action that may be necessary or advisable to
enable such Selling Holders to consummate the disposition of such Registrable
Securities in such jurisdiction; provided, however, that the
Company will not be required to (i) qualify generally to do business in any
jurisdiction where it is not then so qualified, (ii) subject itself to material
taxation in any such jurisdiction where it is not then so subject, or (iii)
take any action that would subject it to general service of process in any such
jurisdiction where it is not then so subject. 


                    (i)
Cooperate with the Selling Holders and the managing underwriter(s), if any, to
facilitate the timely preparation and delivery of certificates (not bearing any
legends) representing Registrable Securities to be sold after receiving written
representations from each Selling Holder that the Registrable Securities
represented by the certificates so delivered by such Selling Holder will be
transferred in accordance with the Registration Statement, and enable such
Registrable Securities to be in such denominations and registered in such names
as the managing 


12






underwriter(s),
if any, or the Selling Holders may request at least two Business Days prior to
any sale of Registrable Securities. 


                    (j)
Use its reasonable best efforts to cause the Registrable Securities covered by
the Registration Statement to be registered with or approved by such other
Governmental Entities within the United States, except as may be required
solely as a consequence of the nature of such Selling Holder’s business, in
which case the Company will cooperate in all reasonable respects with the
filing of such Registration Statement and the granting of such approvals, as
may be necessary to enable the seller or sellers thereof or the managing
underwriter(s), if any, to consummate the disposition of such Registrable
Securities. 


                    (k)
Upon the occurrence of any event contemplated by Section 2.4(c)(ii), (c)(iii),
(c)(iv), (c)(v) or (c)(vi) above, prepare 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 an Issuer Free Writing Prospectus related thereto, or file any
other required document so that, as thereafter delivered to the Selling
Holders, 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 light of the circumstances under
which they were made, not misleading. 


                    (l)
Prior to the effective date of the Registration Statement relating to the
Registrable Securities, provide a CUSIP number for the Registrable Securities. 


                    (m)
Provide and cause to be maintained a transfer agent and registrar for all
Registrable Securities covered by such Registration Statement from and after a
date not later than the effective date of such Registration Statement. 


                    (n)
To the extent that the Common Shares are then listed on any national securities
exchange, use reasonable best efforts to cause all Registrable Securities covered
by such Registration Statement to be authorized to be listed on such national
securities exchange, provided, however, that the Company shall have no
obligation under this Section 2.3(n) if at the time of such registration the
Company or Common Shares do not satisfy all criteria imposed by such national
securities exchange to maintain such listing. 


                    (o)
Enter into such agreements (including an underwriting agreement in form, scope
and substance as is customary in underwritten offerings) and take all such
other actions reasonably requested by the Holders of a majority of the
Registrable Securities being sold in connection therewith or by the managing
underwriter(s), if any, to expedite or facilitate the disposition of such
Registrable Securities, and in connection therewith, 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 Selling Holders and the managing underwriter(s), if any, with respect to
the business of the Company and its Subsidiaries, and the Registration
Statement, Prospectus and documents, if any, incorporated or deemed to be
incorporated by reference therein, in each case, in form, substance and scope
as are customarily made by issuers in underwritten offerings, and, if true,
confirm the same if and when requested, (ii) use its reasonable best efforts to
furnish to the Selling Holders of such Registrable Securities 


13






opinions of
counsel to the Company and updates thereof (which counsel and opinions (in
form, scope and substance) shall be reasonably satisfactory to the managing
underwriter(s), if any, and counsels to the Selling Holders of the Registrable
Securities), addressed to each Selling Holder of Registrable Securities and
each of the managing underwriter(s), if any, covering the matters customarily
covered in opinions requested in underwritten offerings and such other matters
as may be reasonably requested by such counsel and managing underwriter(s),
(iii) use its reasonable best efforts to obtain “comfort” letters and updates
thereof from the independent certified public accountants of the Company (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 and financial data are, or are required to be, included in
the Registration Statement) who have certified the financial statements
included in such Registration Statement, addressed to each Selling Holder of
Registrable Securities (unless such accountants shall be prohibited from so
addressing such letters by applicable standards of the accounting profession or
such action is otherwise inconsistent with the then current practice in the
accounting profession) and each of the managing underwriter(s), if any, such
letters to be in customary form and covering matters of the type customarily
covered in “comfort” letters in connection with underwritten offerings, (iv) if
an underwriting agreement is entered into, the same shall contain customary
indemnification provisions and procedures, except as otherwise agreed by the
Holders of a majority of the Registrable Securities being sold in connection
therewith and the managing underwriter(s), if any, and (v) deliver such
documents and certificates as may be reasonably requested by the Holders of a
majority of the Registrable Securities being sold in connection therewith,
their counsel and the managing underwriter(s), if any, to evidence the
continued validity of the representations and warranties made pursuant to
clause (i) above and to evidence compliance with any customary conditions
contained in the underwriting agreement or other agreement entered into by the
Company. The above shall be done at each closing under such underwriting or
similar agreement, or as and to the extent required thereunder. 


                    (p)
Upon execution of a customary confidentiality agreement, make available for
inspection by a representative of the Selling Holders, the managing
underwriter(s), if any, and any attorneys or accountants retained by such
Selling Holders or managing underwriter(s), at the offices where normally kept,
during reasonable business hours, financial and other records, pertinent corporate
documents and properties of the Company and its Subsidiaries, and cause the
officers, directors and employees of the Company and its Subsidiaries to supply
all information in each case reasonably requested by any such representative,
managing underwriter(s), attorney or accountant in connection with the
Registration Statement. 


                    (q)
Cause its officers to use their reasonable best efforts to support the
marketing of the Registrable Securities covered by the Registration Statement (including,
without limitation, by participation in “road shows” and appearing before
rating agencies) taking into account the Company’s business needs. 


                    (r)
Otherwise use its reasonable best efforts to comply with all applicable rules and
regulations of the SEC and any applicable national securities exchange, and
make available to its security holders, as soon as reasonably practicable (but
not more than 18 months) after the 


14






effective date
of the registration statement, an earnings statement which shall satisfy the
provisions of Section 11(a) of the Securities Act. 


          Section
2.5 Certain Additional Agreements.


                    (a)
The Company may require each Selling Holder to furnish to the Company in
writing such information required in connection with such registration
regarding such Selling Holder and the distribution of such Registrable
Securities as the Company may, from time to time, reasonably request in writing
and the Company may exclude from such registration the Registrable Securities
of any Selling Holder who fails to furnish such information within a reasonable
time after receiving such request. 


                    (b)
Each Selling Holder agrees that upon receipt of any notice from the Company of
the happening of any event of the kind described in Section 2.4(c)(iii) or
(c)(vi) hereof, such Holder will forthwith discontinue disposition of such
Registrable Securities covered by such Registration Statement or Prospectus
until such Holder’s receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 2.4(k) hereof, or until it is advised in
writing by the Company that the use of the applicable Prospectus may be
resumed, and has received copies of any additional or supplemental filings that
are incorporated or deemed to be incorporated by reference in such Prospectus;
provided, however, that (i) in no event shall such discontinuance exceed the
time period set forth in Section 2.1(e) hereof, and (ii) the Company shall
extend the time periods under Section 2.1 and Section 2.3 with respect to the
length of time that the effectiveness of a Registration Statement must be
maintained by the amount of time the Holder is required to discontinue
disposition of such securities. 


                    (c)
The Company covenants and agrees that, so long as any Holder holds any
Registrable Securities in respect of which any registration rights provided for
in this Article II remain in effect, the Company will not, directly or
indirectly, grant to any Person or agree to or otherwise become obligated in
respect of rights of registration in the nature or substantially in the nature
of those set forth in this Article II that would have priority over the
Registrable Securities with respect to the inclusion of such securities in any
registration by the Company (other than rights granted to a new registration
rights holder after the date hereof to exercise a contractual right to demand
registration that have terms no more favorable than the demand registration rights
granted to the Holders in this Agreement), without the prior written consent of
the Holders’ Representative. The Company has not entered into and will not
enter into any agreement that is inconsistent with the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof.
The rights granted to the Holders hereunder do not in any way conflict with and
are not inconsistent with the rights granted prior to the date hereof to the
holders of any of the Company’s other issued and outstanding securities under
any such agreements. 


                    (d)
Each Holder covenants and agrees that it will comply with the prospectus
delivery requirements of the Securities Act as applicable to it or an exemption
therefrom in connection with sale of Registrable Securities pursuant to the
Registration Statement. 


          Section
2.6 Indemnification. 


15






                    (a)
Indemnification by the Company. The Company shall indemnify and hold
harmless, to the fullest extent permitted by Law, each Selling Holder whose
Registrable Securities are covered by a Registration Statement or Prospectus,
the officers, directors, partners (limited and general), members, managers,
shareholders, accountants, attorneys, agents and employees of each of them,
each Person who controls (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) each such Selling Holder and the
officers, directors, partners (limited and general), members, managers,
shareholders, accountants, attorneys, agents and employees of each such
controlling Person, each underwriter (including any Holder that is deemed to be
an underwriter pursuant to any SEC comments or policies), if any, and each
Person who controls (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) such underwriter (collectively, “Holder Indemnitees”), from and against
any and all losses, claims, damages, liabilities, expenses (including, without
limitation, costs of preparation and reasonable attorneys’ fees and any other
reasonable fees or expenses incurred by such party in connection with any
investigation or Action), judgments, fines, penalties, charges and amounts paid
in settlement (collectively, “Losses”),
as incurred, arising out of or based upon any untrue statement (or alleged
untrue statement) of a material fact contained in any applicable Registration
Statement (or in any preliminary or final Prospectus contained therein, any
document incorporated by reference therein or Issuer Free Writing Prospectus
related thereto) amendment of or supplement to any of the foregoing or other
document incident to any such registration, qualification, or compliance, or
based on any omission (or alleged omission) to state therein (in the case of a
final or preliminary Prospectus, in light of the circumstances under which they
were made) a material fact required to be stated therein or necessary to make
the statements therein not misleading, or any violation by the Company of the
Securities Act or of the Exchange Act in connection with any such registration,
qualification, or compliance; provided, that the Company will not be liable to
a Selling Holder or underwriter, as the case may be, in any such case to the
extent that any such Loss arises out of or is based on any untrue statement or
omission by such Selling Holder or underwriter, as the case may be, but only to
the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such Registration Statement (or in
any preliminary or final Prospectus contained therein, any document
incorporated by reference therein or Issuer Free Writing Prospectus related
thereto), amendment of or supplement to any of the foregoing or other document
in reliance upon and in conformity with written information furnished to the
Company by such Selling Holder or underwriter specifically for inclusion in
such document; and provided, further, that the Company will not be liable to
any Person who participates as an underwriter in any underwritten offering or
sale of Registrable Securities, or to any Person who is a Selling Holder in any
non-underwritten offering or sale of Registrable Securities, or any other
Person, if any, who controls such underwriter or Selling Holder within the meaning
of the Securities Act, under the indemnity agreement in this Section 2.6 with
respect to any preliminary Prospectus or the final Prospectus (including any
amended or supplemented preliminary or final Prospectus), as the case may be,
to the extent that any such loss, claim, damage or liability of such
underwriter, Selling Holder or controlling Person results from the fact that
such underwriter or Selling Holder sold Registrable Securities to a Person to
whom there was not sent or given, at or prior to the written confirmation of
such sale, a copy of the final Prospectus as then amended or supplemented,
whichever is most recent, if the Company has previously furnished copies
thereof to such underwriter or Selling Holder and such final Prospectus, as then
amended or supplemented, has corrected any such misstatement or omission. 


16






Such indemnity
shall remain in full force and effect regardless of any investigation made by
or on behalf of any Holder Indemnitee or any other Holder and shall survive the
transfer of such securities. The foregoing indemnity agreement is in addition
to any liability that the Company may otherwise have to each Holder Indemnitee.



                    (b)
Indemnification by Selling Holders. In connection with any Registration
Statement in which a Selling Holder is participating by registering Registrable
Securities, such Selling Holder shall furnish to the Company in writing such
information as the Company reasonably requests specifically for use in
connection with any Registration Statement or Prospectus and agrees, severally
and not jointly with any other Person, to indemnify and hold harmless, to the
fullest extent permitted by Law, the Company, the officers and directors of the
Company, and each Person who controls (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) the Company, and each
underwriter, if any, and each Person who controls (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter
(collectively, “Company Indemnitees”),
from and against all Losses, as incurred, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
such Registration Statement (or in any preliminary or final Prospectus
contained therein, any document incorporated by reference therein or Issuer
Free Writing Prospectus related thereto) or any amendment of or supplement to
any of the foregoing or any other document incident to such registration, or
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 case of a
final or preliminary Prospectus, in light of the circumstances under which they
were made) not misleading, in each case solely to the extent that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such Registration Statement (or in any preliminary or final Prospectus
contained therein, any document incorporated by reference therein or Issuer
Free Writing Prospectus related thereto), offering circular, or any amendment
of or supplement to any of the foregoing or other document in reliance upon and
in conformity with written information furnished to the Company by such Selling
Holder expressly for inclusion in such document. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
the Company or any of its directors, officers or controlling Persons. The
Company may require as a condition to its including Registrable Securities in
any Registration Statement filed hereunder that the holder thereof acknowledge
its agreement to be bound by the provisions of this Agreement (including
Section 2.6) applicable to it. 


                    (c)
Conduct of Indemnification Proceedings. If any Person shall be entitled
to indemnity hereunder (an “indemnified
party”), such indemnified party shall give prompt notice to the
party from which such indemnity is sought (the “indemnifying party”) of any claim or of the
commencement of any Action with respect to which such indemnified party seeks
indemnification or contribution pursuant hereto; provided, however, that the
delay or failure to so notify the indemnifying party shall not relieve the
indemnifying party from any obligation or liability except to the extent that
the indemnifying party has been actually prejudiced by such delay or failure.
The indemnifying party shall have the right, exercisable by giving written
notice to an indemnified party promptly after the receipt of written notice
from such indemnified party of such claim or Action, to assume, at the
indemnifying party’s expense, the defense of any such Action, with counsel
reasonably satisfactory to such indemnified party; provided, however, that an 


17






indemnified
party shall have the right to employ separate counsel in any such Action and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless: (i) the indemnifying
party agrees to pay such fees and expenses; (ii) the indemnifying party fails
reasonably promptly to assume, or in the event of a conflict of interest, as
determined after receiving written advice from outside counsel, cannot assume,
the defense of such Action or fails to employ counsel reasonably satisfactory
to such indemnified party, in which case the indemnified party shall also have
the right to employ counsel and to assume the defense of such Action; or (iii)
in the indemnified party’s reasonable judgment, after receiving written advice
from outside counsel, a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such Action; provided, further,
however, that the indemnifying party shall not, in connection with any one such
Action or separate but substantially similar or related Actions in the same
jurisdiction, arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one firm of attorneys (together
with appropriate local counsel) at any time for all of the indemnified parties,
or for fees and expenses that are not reasonable. Whether or not such defense
is assumed by the indemnifying party, such indemnified party will not be
subject to any liability for any settlement made without its written consent
(but such consent will not be unreasonably withheld or delayed). No
indemnifying party will be subject to any liability for any settlement made
without its written consent (but such consent will not be unreasonably withheld
or delayed). The indemnifying party shall not consent to entry of any judgment
or enter into any settlement that does not include as an unconditional term
thereof the giving by all claimants or plaintiffs to such indemnified party of
a release, in form and substance reasonably satisfactory to the indemnified
party, from all liability in respect of such claim or litigation. 


                    (d)
Contribution. (i) If the indemnification provided for in this Section
2.6 is unavailable to an indemnified party in respect of any Losses (other than
in accordance with its terms), then each applicable indemnifying party, in lieu
of indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such Losses, in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party, on the one hand, and such indemnified party, on the other hand, in
connection with the actions, statements or omissions that resulted in such
Losses as well as any other relevant equitable considerations. The relative
fault of such indemnifying party, on the one hand, and indemnified party, on
the other hand, shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact, has been taken by, or relates to information supplied by, such
indemnifying party or indemnified party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent any such
action, statement or omission. 


	
 

	
 


	
 

	
                    (ii)
 The parties hereto agree that it would not be just and equitable if
 contribution pursuant to this Section 2.6(d) were determined by pro rata
 allocation or by any other method of allocation that does not take account of
 the equitable considerations referred to in the immediately preceding
 paragraph. 





18






	
 

	
 


	
 

	
                    (iii)
 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. 





                    (e)
Limitation on Holder Liability. Notwithstanding anything to the contrary
contained in this Agreement, an indemnifying party that is a Holder shall not
be required to indemnify or contribute any amount in excess of the amount by
which the net proceeds received by such Holder from the sale of the Registrable
Securities sold by such Holder in the applicable offering exceeds the amount of
any damages that such indemnifying party has otherwise been required to pay by
reason of the applicable untrue or alleged untrue statement or omission or
alleged omission. 


          Section
2.7 Rule 144; Rule 144A. The Company 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 (or, if the
Company is not required to file such reports, it will, upon the request of any
Holder, make publicly available other information so long as necessary to
permit sales pursuant to Rule 144 or 144A under the Securities Act), and it
will take such further action as any Holder may reasonably request, all to the
extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (i) Rule 144 or 144A or Regulation S under the
Securities Act, as such Rules may be amended from time to time, or (ii) any
similar rule or regulation hereafter adopted by the SEC. Upon the request of
any Holder, the Company will deliver to such Holder a written statement as to
whether it has complied with such requirements and, if not, the specifics
thereof. 


          Section
2.8 Underwritten Registrations. (a) If any offering of Registrable
Securities is an underwritten offering, the Holders’ Representative shall have
the right to select the investment banker or investment bankers and managers to
administer the offering, subject to approval by the Company, not to be
unreasonably withheld or delayed. The Company shall have the right to select
the investment banker or investment bankers and managers to administer any
incidental or piggyback registration. 


                    (b)
No Person may participate in any underwritten registration hereunder unless
such Person (i) agrees to sell the Registrable Securities or Other Securities
it desires to have covered by the registration on the basis provided in any
underwriting arrangements in customary form (including pursuant to the terms of
any over-allotment or “green shoe” option requested by the managing
underwriter, provided that no such Person will be required to sell more than
the number of Registrable Securities that such Person has requested the Company
to include in any registration), and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements,
provided that such Person (other than the Company) shall not be required to
make any representations or warranties other than those related to title and ownership
of shares and as to the accuracy and completeness of statements made in a
Registration Statement, Prospectus or other document in reliance upon and in
conformity with written information furnished to the Company or the managing
underwriter(s) by such Person and, provided
further, that such Person’s 


19






(other than
the Company’s) liability in respect of such representations and warranties
shall not exceed such Person’s net proceeds from the offering. 


          Section
2.9 Registration Expenses. The Company shall pay all reasonable
documented expenses incident to the Company’s performance of or compliance with
its obligations under this Article II, including, without limitation, (i) all
registration and filing fees (including fees and expenses (A) with respect to
filings required to be made with the SEC, all applicable securities exchanges
and/or the Financial Industry Regulatory Authority and (B) of compliance with
securities or Blue Sky laws including any fees and disbursements of counsel for
the underwriter(s) in connection with Blue Sky qualifications of the
Registrable Securities pursuant to Section 2.4(h)), (ii) printing expenses
(including expenses of printing certificates for Registrable Securities 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(s), if any, or by the Holders of a majority of the Registrable
Securities included in any Registration Statement), (iii) messenger, telephone
and delivery expenses of the Company, (iv) fees and disbursements of counsel
for the Company, (v) expenses of the Company incurred in connection with any
road show, and (vi) fees and disbursements of all independent certified public
accountants (including, without limitation, the expenses of any “comfort”
letters required by this Agreement) and any other Persons, including special
experts retained by the Company. In addition, the Company shall bear all of its
internal expenses (including all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual
audit, the fees and expenses incurred in connection with the listing of the
securities to be registered on any securities exchange on which similar
securities issued by the Company are then listed and rating agency fees and the
fees and expenses of any Person, including special experts, retained by the
Company. In addition, the Company shall pay the reasonable documented fees and
disbursements of one firm of counsel (and, if needed, one firm of local
counsel) for the SCA Shareholder Entity (but no Transferee or any other Person)
in connection with registrations under Article II, but the Company shall not be
obligated to pay any underwriting discounts attributable to sales of
Registrable Securities by any Holder including the SCA Shareholder Entity. 


          Section
2.10 Securities Held by the Company or its Subsidiaries. Whenever the
consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, in the event that the Company or any of its
Subsidiaries holds Registrable Securities, such Registrable Securities shall
not be counted in determining whether such consent or approval was given by the
Holders of such required percentage. 


ARTICLE III


MISCELLANEOUS


          Section
3.1 Conflicting Agreements. Each party represents and warrants that it
has not granted and is not a party to any proxy, voting trust or other
agreement that is inconsistent with or conflicts with any provision of this
Agreement. 


20






          Section
3.2 Termination. This Agreement shall terminate at such time as there
are no Registrable Securities, except for the provisions of Sections 2.6, 2.7,
2.9 and this Article III, which shall survive such termination. 


          Section
3.3 Amendment and Waiver. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the Company and the SCA
Shareholder Entity (or, in the case of an amendment at any time when the SCA
Shareholder Entity is not the sole Holder, signed on behalf of each of (i) the
Company and (ii) the Holders of a majority of the aggregate number of
Registrable Securities then held by all Holders). Any party hereto may waive
any right of such party hereunder by an instrument in writing signed by such
party and delivered to the other parties (or, in the case of a waiver of any
rights of the Holders at any time when the SCA Shareholder Entity is not the
sole Holder, by an instrument in writing signed by the Holders of a majority of
the aggregate number of Registrable Securities then held by all Holders and
delivered to the Company and the Holders’ Representative). The failure of any
party to enforce any of the provisions of this Agreement shall in no way be
construed as a waiver of such provisions and shall not affect the right of such
party thereafter to enforce each and every provision of this Agreement in
accordance with its terms. 


          Section
3.4 Severability. If any provision of this Agreement shall be declared
by any court of competent jurisdiction to be illegal, void or unenforceable,
all other provisions of this Agreement shall not be affected and shall remain
in full force and effect. 


          Section
3.5 Entire Agreement. Except as otherwise expressly set forth herein,
this Agreement and the Master Transaction Agreement, together with the several
agreements and other documents and instruments referred to herein or therein or
annexed hereto or thereto, embody the complete agreement and understanding
among the parties hereto with respect to the subject matter hereof and
supersedes and preempts any prior understandings, agreements or representations
by or among the parties, written or oral, that may have related to the subject
matter hereof in any way. 


          Section
3.6 Successors and Assigns. Neither this Agreement nor any right or
obligation hereunder is assignable in whole or in part by any party without the
prior written consent of the other party hereto; provided that the SCA Shareholder
Entity may transfer its rights and obligations hereunder (in whole or in part)
to any Transferee (and any Transferee may transfer such rights and obligations
to any subsequent Transferee) without the prior written consent of the Company.
Any such assignment shall be effective upon receipt by the Company of (x)
written notice from the transferring Holder stating the name and address of any
Transferee and identifying the number of shares of Registrable Securities being
acquired by the Transferee and with respect to which the rights under this
Agreement are being transferred and the nature of the rights so transferred and
(y) a written agreement in substantially the form attached as Exhibit A hereto
from such Transferee to be bound by the applicable terms of this Agreement.  


          Section
3.7 Counterparts; Execution by Facsimile Signature. This Agreement may
be executed in any number of counterparts, each of which shall be an original,
but all of which together shall constitute one instrument. This Agreement may
be executed by facsimile signature(s). 


21






          Section
3.8 Remedies. (a) Each party hereto acknowledges that monetary damages
would not be an adequate remedy in the event that any of the covenants or
agreements in this Agreement is not performed in accordance with its terms, and
it is therefore agreed that, in addition to and without limiting any other
remedy or right it may have, the non-breaching party will have the right to an
injunction, temporary restraining order or other equitable relief in any court
of competent jurisdiction enjoining any such breach or threatened breach and
enforcing specifically the terms and provisions hereof. Each party hereto
agrees to waive any requirement for the securing or posting of any bond in
connection with such remedy. 


                    (b)
All rights, powers and remedies provided under this Agreement or otherwise
available in respect hereof at law or in equity shall be cumulative and not
alternative, and the exercise or beginning of the exercise of any thereof by
any party shall not preclude the simultaneous or later exercise of any other
such right, power or remedy by such party. 


          Section
3.9 Notices. All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given (i) upon personal delivery to the
party to be notified, (ii) when sent by confirmed facsimile if sent during
normal business hours of the recipient, if not, then on the next Business Day
or (iii) one Business Day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt.
All communications shall be sent to the addresses set forth below or such other
address or facsimile number as a party may from time to time specify by notice
to the other parties hereto: 


          If
to the Company: Syncora Holdings Ltd, 1221 Avenue of the Americas, New York NY
10020-1001; Attention: General Counsel; Fax: (212) 478-3587; and with a copy
(which shall not constitute notice) to: Weil, Gotshal & Manges LLP, 767
Fifth Avenue, New York, New York 10153; Attention: Joseph Verdesca; Fax: (212)
310-8007. 


          If
to the SCA Shareholder Entity: Syncora Private Trust Company Ltd, Richmond
House, 12 Par La Ville Road, Hamilton, HM 081, Bermuda, Attention: Craig
MacIntyre, Director, Facsimile No.: (441) 298-7849; with copies (which shall
not constitute notice) to: (x) Conyers Dill & Pearman, Clarendon House, 2
Church Street, PO Box HM 666, Hamilton HM CX, Bermuda, Attention: Charles
Collis, Fax: (441) 292-4720; and (y) Dewey & LeBoeuf LLP, 1301 Avenue of
the Americas, New York, NY 10019-6092; Attention: Joseph L. Seiler III; Fax:
(212) 259-6333. 


          Section
3.10 Governing Law; Consent to Jurisdiction. (a) This Agreement shall be
governed in all respects by the laws of the State of New York, without regard
to its conflicts of laws principles. 


                    (b)
Each of the parties hereto (i) consents to submit itself to the personal
jurisdiction of any Federal or state court located in the Borough of Manhattan
in the City of New York, New York in the event any dispute arises out of this
Agreement, (ii) agrees that it will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court and (iii)
agrees that it will not bring any Action relating to this Agreement in any
court other than a Federal or state court located in the Borough of Manhattan
in the City of New York, New York. 


22






                    (c)
Each of the parties hereto hereby irrevocably and unconditionally waives trial
by jury in any legal Action or proceeding in relation to this Agreement and for
any counterclaim therein. 


          Section
3.11 Interpretation. In this Agreement, the SCA Shareholder Entity shall
be deemed to be the Trust or the Trustee acting in its capacity as such
trustee, in each case as the context may require to be most protective of the
interests of the Company. 


[signature page follows]


23






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


	
 

	
 

	
 


	
 

	
SYNCORA
 HOLDINGS LTD


	
 

	
(formerly
 known as, SECURITY CAPITAL ASSURANCE LTD)


	
 

	
 

	
 


	
 

	
By:

	
/s/ Susan Comparato


	
 

	
 

	



	
 

	
Name: Susan Comparato


	
 

	
Title: Acting CEO & President and General Counsel





24








	
 

	
 


	
SYNCORA
 PRIVATE TRUST COMPANY LIMITED


	
 

	
 


	
By: 

	
/s/ Charles Collis


	
 

	



	
Name: CHARLES COLLIS


	
Title: DIRECTOR
























EXHIBIT A 


JOINDER


          Reference
is made to the Registration Rights Agreement dated as of November 18, 2008 (as
amended from time to time, the “Registration
Rights Agreement”) among Syncora Holdings Ltd (formerly known as,
Security Capital Assurance Ltd), a Bermuda exempted company, Syncora Private
Trust Company Limited, a Bermuda company as trustee of the special purpose
trust established by that certain Declaration of Trust dated as of the date
hereof and known as The CCRA Purpose Trust, and each other person who shall
have become a party to the Registration Rights Agreement in accordance with the
terms thereof. 


          By
execution of this Joinder, the undersigned agrees to become a party to the
Registration Rights Agreement and to be bound by the terms, conditions,
restrictions and provisions thereof as a “Holder” thereunder, entitled to all
of the rights available thereto and subject to all of the burdens imposed
thereon. 


	
 

	
 

	
 

	
 


	
Name: 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	


	
 

	
 


	
 

	
 

	
 

	
 


	
Address for
 Notices:

	
 

	
 

	
With Copies
 to: 


	
 

	
 

	
 

	
 


	


	
 

	
 

	



	


	
 

	
 

	



	


	
 

	
 

	



	


	
 

	
 

	



	


	
 

	
 

	



	
 

	
 

	
 

	
 


	
Signature: 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	


	
 

	
 


	
 

	
 

	
 

	
 


	
Date: