exv4w4






Exhibit 4.4




EXECUTION VERSION




$200,000,000




United Maritime Group, LLC

United Maritime Group Finance Corp.



113/4% of Senior Secured Notes due 2015



REGISTRATION RIGHTS AGREEMENT



December 22, 2009




JEFFERIES & COMPANY, INC.

BANC OF AMERICA SECURITIES LLC

WELLS FARGO SECURITIES, LLC

     As Representatives of the

     Initial Purchasers

     c/o Jefferies & Company, Inc.

520 Madison Avenue

New York, New York 10022



Ladies and Gentlemen:




     United Maritime Group, LLC, a Florida limited liability company (the “Company”), and
United Maritime Group Finance Corp., a Delaware corporation (together with the Company, the
“Co-Issuers”), are jointly issuing and selling to the several initial purchasers listed in
Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in the
Purchase Agreement, dated December 17, 2009 (the “Purchase Agreement”), by and among the
Co-Issuers, the Initial Purchasers and the Subsidiary Guarantors (as defined below) named therein,
$200,000,000 aggregate principal amount of 113/4% Senior Secured Notes due 2015 issued by the
Co-Issuers (each, a “Note” and collectively, the “Notes”). As an inducement to the
Initial Purchasers to enter into the Purchase Agreement, the Co-Issuers and the Subsidiary
Guarantors party hereto agree with the Initial Purchasers, for the benefit of the Holders (as
defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:




	1.	 	Definitions





     Capitalized terms that are used herein without definition and are defined in the Purchase
Agreement shall have the respective meanings ascribed to them in the Purchase Agreement. As used
in this Agreement, the following terms shall have the following meanings:



     Additional Interest: See Section 4(a).



     Advice: See Section 5(w).



     Agreement: This Registration Rights Agreement, dated as of the Closing Date, among the
Co-Issuers, the Subsidiary Guarantors party hereto and the Initial Purchasers.



     Applicable Period: See Section 2(d).



 









 





     Business Day: A day that is not a Saturday, a Sunday or a day on which banking institutions
in the City of New York are authorized or required by law or executive order to be closed.



     Closing Date: December 22, 2009.



     Co-Issuers: See the introductory paragraph to this Agreement.



     Collateral Agreements: Shall have the meaning set forth in the Indenture.



     Company: See the introductory paragraph to this Agreement.



     Day: Unless otherwise expressly provided, a calendar day.



     Effectiveness Date: The 240th Day after the Closing Date.



     Effectiveness Period: See Section 3(a).



     Event Date: See Section 4(b).



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



     Exchange Notes: 113/4 Senior Secured Notes due 2015 of the Co-Issuers, identical in all
material respects to the Notes, including the guarantees endorsed thereon, except for references to
series and restrictive legends.



     Exchange Offer: See Section 2(a).



     Exchange Registration Statement: See Section 2(a).



     Filing Date: The 150th Day after the Closing Date.



     FINRA: Financial Industry Regulatory Authority.



     Holder: Any beneficial holder of Registrable Notes and, for purposes of Section 7, Exchange
Notes.



     Indemnified Party: See Section 7(c).



     Indemnifying Party: See Section 7(c).



     Indenture: The Indenture, dated as of the Closing Date, among the Co-Issuers, the Subsidiary
Guarantors and Wells Fargo, National Association, as trustee, pursuant to which the Notes are being
issued, as amended or supplemented from time to time in accordance with the terms hereof.



     Initial Purchasers: See the introductory paragraph to this Agreement.



     Initial Shelf Registration: See Section 3(a).



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



     Inspectors: See Section 5(o).



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     Lien: Shall have the meaning set forth in the Indenture.



     Losses: See Section 7(a).



     Maximum Contribution Amount: See Section 7(d).



     Notes: See the introductory paragraph to this Agreement.



     Participating Broker-Dealer: See Section 2(d).



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



     Private Exchange: See Section 2(e).



     Private Exchange Notes: See Section 2(e).



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



     Purchase Agreement: See the introductory paragraph to this Agreement.



     Records: See Section 5(o).



     Registrable Notes: Notes and Private Exchange Notes, in each case, that may not be sold
without restriction under federal or state securities laws.



     Registration Statement: Any registration statement of the Co-Issuers and the Subsidiary
Guarantors filed with the SEC under the Securities Act (including, but not limited to, the Exchange
Registration Statement, the Shelf Registration Statement and any subsequent Shelf Registration
Statement) that covers any of the Registrable Notes pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such registration statement, including
post-effective amendments, all exhibits and, to the extent applicable, all material incorporated by
reference or deemed to be incorporated by reference in such registration statement.



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



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



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



     Rule 424: Rule 424 promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the SEC.



     Rule 430A: Rule 430A promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the SEC.



     SEC: The Securities and Exchange Commission.



     Securities: The Notes, the Exchange Notes and the Private Exchange Notes.



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



     Shelf Filing Date: See Section 3(a).



     Shelf Notice: See Section 2(i).



     Shelf Registration: The Initial Shelf Registration and any Subsequent Shelf Registration.



     Shelf Registration Statement: The Initial Shelf Registration Statement and any Subsequent
Shelf Registration Statement.



     Subsequent Shelf Registration: See Section 3(b).



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



     Subsidiary Guarantor: Each subsidiary of the Company that guarantees the obligations of the
Co-Issuers under the Notes and Indenture.



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



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



     Underwritten Registration or Underwritten Offering: A registration in which securities of the
Co-Issuers are sold to an underwriter for reoffering to the public.




	2.	 	Exchange Offer






	 	(a)	 	Unless the Exchange Offer would not be permitted by applicable laws or a policy
of the SEC, the Co-Issuers shall (and the Company shall cause each Subsidiary Guarantor
to) (i) prepare and file with the SEC promptly after the date hereof, but in no event
later than the Filing Date, a Registration Statement (the “Exchange Registration
Statement”) on an appropriate form under the Securities Act with respect to an
offer (the “Exchange Offer”) to the Holders of Notes to issue and deliver to
such Holders, in exchange for the Notes, a like principal amount of Exchange Notes,
(ii) use their commercially reasonable efforts to cause the Exchange Registration
Statement to become effective as promptly as practicable after the filing thereof, but
in no event later than the Effectiveness Date, (iii) use their commercially reasonable
efforts to keep the Exchange Registration Statement




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	 	 	 	effective until the consummation of the Exchange Offer in accordance with its terms
and the terms hereof, and (iv) commence the Exchange Offer and use their
commercially reasonable efforts to issue on or prior to 30 Business Days after the
date on which the Exchange Registration Statement is declared effective, Exchange
Notes in exchange for all Notes tendered prior thereto in the Exchange Offer. The
Exchange Offer shall not be subject to any conditions, other than that the Exchange
Offer does not violate applicable law or any applicable interpretation of the staff
of the SEC.






	 	(b)	 	Interest on the Exchange Notes and Private Exchange Notes will accrue from the
last interest payment due date on which interest was paid on the Notes surrendered in
exchange therefor or, if no interest has been paid on the Notes, from the date of
original issue of the Notes. Each Exchange Note and Private Exchange Note shall bear
interest at the rate set forth thereon; provided, that interest with respect to the
period prior to the issuance thereof shall accrue at the rate or rates borne by the
Notes from time to time during such period.
	 
	 	(c)	 	The Co-Issuers may require each Holder as a condition to participation in the
Exchange Offer to represent (i) that any Exchange Notes received by it will be acquired
in the ordinary course of its business, (ii) that at the time of the commencement and
consummation of the Exchange Offer such Holder has not entered into any arrangement or
understanding with any Person to participate in the distribution (within the meaning of
the Securities Act) of the Exchange Notes in violation of the provisions of the
Securities Act, (iii) that if such Holder is an “affiliate” of any Co-Issuer within the
meaning of Rule 405 under the Securities Act, such Holder will comply with the
registration and prospectus delivery requirements of the Securities Act to the extent
applicable to it, (iv) if such Holder is not a Participating Broker-Dealer, that it is
not engaged in, and does not intend to engage in, the distribution of the Notes and (v)
if such Holder is a Participating Broker-Dealer, that it will deliver a Prospectus in
connection with any resale of the Exchange Notes.
	 
	 	(d)	 	The Co-Issuers shall (and the Company shall cause each Subsidiary Guarantor to)
include within the Prospectus contained in the Exchange Registration Statement a
section entitled “Plan of Distribution” reasonably acceptable to the Initial Purchasers
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 is the beneficial owner (as defined in Rule 13d-3 under the Exchange
Act) of Exchange Notes received by such broker-dealer in the Exchange Offer for its own
account in exchange for Notes that were acquired by it as a result of market-making or
other trading activity (a “Participating Broker-Dealer”), whether such
positions or policies have been publicly disseminated by the staff of the SEC or such
positions or policies, in the judgment of the Initial Purchasers, represent the
prevailing views of the staff of the SEC. Such “Plan of Distribution” section shall
also allow, to the extent permitted by applicable policies and regulations of the SEC,
the use of the Prospectus by all Persons subject to the prospectus delivery
requirements of the Securities Act, including, to the extent so permitted, all
Participating Broker-Dealers, and shall include a statement describing the manner in
which Participating Broker-Dealers may resell the Exchange Notes. The Co-Issuers shall
use their commercially reasonable efforts to keep the Exchange Registration Statement
effective and to amend and supplement the Prospectus contained therein, in order to
permit such Prospectus to be lawfully delivered by all Persons subject to the
prospectus delivery requirements of the Securities Act for such period of time as such
Persons must




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	 	 	 	comply with such requirements in order to resell the Exchange Notes (the
“Applicable Period”).






	 	(e)	 	If, upon consummation of the Exchange Offer, any Initial Purchaser holds any
Notes acquired by it and having the status of an unsold allotment in the initial
distribution, the Co-Issuers (upon the written request from such Initial Purchaser)
shall, simultaneously with the delivery of the Exchange Notes in the Exchange Offer,
issue and deliver to such Initial Purchaser, in exchange (the “Private
Exchange”) for the Notes held by such Initial Purchaser, a like principal amount of
debt securities of the Co-Issuers that are identical to the Exchange Notes except for
the existence of restrictions on transfer thereof under the Securities Act and
securities laws of the several states of the United States (the “Private Exchange
Notes”) (and which are issued pursuant to the same indenture as the Exchange
Notes). The Private Exchange Notes shall bear the same CUSIP number as the Exchange
Notes.
	 
	 	(f)	 	In connection with the Exchange Offer, the Co-Issuers shall (and the Company
shall cause each Subsidiary Guarantor to):






	 	(i)	 	mail to each Holder a copy of the Prospectus forming part of
the Exchange Registration Statement, together with an appropriate letter of
transmittal that is an exhibit to the Exchange Registration Statement, and any
related documents;
	 
	 	(ii)	 	keep the Exchange Offer open for not less than 20 Business Days
after the date notice thereof is mailed to the Holders (or longer if required
by applicable law);
	 
	 	(iii)	 	utilize the services of a depository for the Exchange Offer
with an address in the Borough of Manhattan, the City of New York, which may be
the Trustee or an affiliate thereof;
	 
	 	(iv)	 	permit Holders to withdraw tendered Registrable Notes at any
time prior to the close of business, New York time, on the last Business Day on
which the Exchange Offer shall remain open; and
	 
	 	(v)	 	otherwise comply in all material respects with all applicable
laws.






	 	(g)	 	As soon as practicable after the close of the Exchange Offer or the Private
Exchange, as the case may be, the Co-Issuers shall (and the Company shall cause each
Subsidiary Guarantor to):






	 	(i)	 	accept for exchange all Registrable Notes validly tendered
pursuant to the Exchange Offer or the Private Exchange, as the case may be, and
not validly withdrawn;
	 
	 	(ii)	 	deliver to the Trustee for cancellation all Registrable Notes
so accepted for exchange; and
	 
	 	(iii)	 	cause the Trustee to authenticate and deliver promptly to each
Holder tendering such Registrable Notes, Exchange Notes or Private Exchange
Notes, as the case may be, equal in principal amount to the principal amount of
the Registrable Notes of such Holder so accepted for exchange.




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	 	(h)	 	The Exchange Notes and the Private Exchange Notes shall be issued under (i) the
Indenture or (ii) an indenture identical to the Indenture (other than such changes as
are necessary to comply with any requirements of the SEC to effect or maintain the
qualification thereof under the TIA), which in either event will provide that the
Exchange Notes will not be subject to the transfer restrictions set forth in the
Indenture, that the Private Exchange Notes will be subject to the transfer restrictions
set forth in the Indenture, and that the Exchange Notes, the Private Exchange Notes and
the Notes, if any, will be deemed one class of security (subject to the provisions of
the Indenture or such other indenture) and entitled to the benefits of the Indenture or
such other indenture and participate in all the security granted by the Co-Issuers
pursuant to the Collateral Agreements and in any Subsidiary Guarantee (as defined in
the Indenture) on an equal and ratable basis.
	 
	 	(i)	 	If (i) prior to the consummation of the Exchange Offer, the Holder or Holders
of a majority in aggregate principal amount of Registrable Notes determines in its or
their reasonable judgment and notifies or notify the Company in writing that the
Exchange Notes would not, upon receipt, be transferred by the Holders thereof without
restriction under the Securities Act and without material restrictions under applicable
Blue Sky or state securities laws; (ii) applicable interpretations of the staff of the
SEC would not permit the consummation of the Exchange Offer on or prior to the
Effectiveness Date; (iii) subsequent to the consummation of the Private Exchange, any
Holder of Private Exchange Notes so requests in writing to the Co-Issuers; (iv) the
Exchange Offer is not consummated within 240 Days of the Closing Date for any reason;
or (v) in the case of (A) any Holder not permitted by applicable law or SEC policy to
participate in the Exchange Offer, (B) any Holder participating in the Exchange Offer
that receives Exchange Notes that may not be transferred without restriction under
state or federal securities laws (other than due solely to the status of such Holder as
an affiliate of any Co-Issuer within the meaning of the Securities Act) or (C) any
broker-dealer that holds Notes acquired directly from the Co-Issuers or any of their
affiliates and, in the case of this clause (v), such Holder notifies the Co-Issuers of
such fact within 180 Days of consummation of the Exchange Offer, then the Co-Issuers
shall promptly (and in any event within five Business Days of such event, notice or
request, as applicable) deliver to the Holders (or in the case of an occurrence of any
event described in clause (v) of this Section 2(i), to any such Holder) and the Trustee
notice thereof (the “Shelf Notice”) and shall as promptly as possible
thereafter (but in no event later than the Shelf Filing Date) file an Initial Shelf
Registration Statement pursuant to Section 3.






	3.	 	Shelf Registration





     If a Shelf Notice is delivered pursuant to Section 2(i), then this Section 3 shall apply to
all Registrable Notes. Otherwise, upon consummation of the Exchange Offer in accordance with
Section 2, the provisions of Section 3 shall apply solely with respect to Notes held by any Holder,
subject to Section 2(i)(v), provided that the relevant Holder has provided notice to the Company
within 180 Days of the Exchange Offer as required by Section 2(i)(v).




	 	(a)	 	Initial Shelf Registration. The Co-Issuers shall (and the Company
shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the
SEC a Registration Statement (the “Initial Shelf Registration Statement”) for
an offering to be made on a continuous basis pursuant to Rule 415 covering all of the
Registrable Notes (the “Initial Shelf Registration”). If the Co-Issuers (and
any Subsidiary Guarantor) have not yet filed an Exchange Registration Statement, the
Co-Issuers shall (and the Company shall cause




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	 	 	 	each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration
Statement on or prior to the Filing Date and shall use their commercially reasonable
efforts to cause such Initial Shelf Registration Statement to be declared effective
under the Securities Act on or prior to the Effectiveness Date. Otherwise, the
Co-Issuers shall (and the Company shall cause each Subsidiary Guarantor to) file
with the SEC the Initial Shelf Registration Statement within 30 Days of the delivery
of the Shelf Notice (the “Shelf Filing Date”) and shall use their
commercially reasonable efforts to cause such Initial Shelf Registration Statement
to be declared effective under the Securities Act as promptly as practicable
thereafter (but in no event more than 150 Days after delivery of the Shelf Notice).
The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate
form permitting registration of such Registrable Notes for resale by the Holders in
the manner or manners reasonably designated by them (including, without limitation,
one or more underwritten offerings). The Co-Issuers and Subsidiary Guarantors shall
not permit any securities other than the Registrable Notes to be included in any
Shelf Registration. The Co-Issuers shall (and the Company shall cause each
Subsidiary Guarantor to) use their commercially reasonable efforts to keep the
Initial Shelf Registration Statement continuously effective under the Securities Act
until the date which is two years from the Closing Date (subject to extension
pursuant to the last paragraph of Section 5(w) (the “Effectiveness Period”),
or such shorter period ending when (i) all Registrable Notes covered by the Initial
Shelf Registration have been sold in the manner set forth and as contemplated in the
Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement
(as defined below) covering all of the Registrable Notes covered by and not sold
under the Initial Shelf Registration Statement or an earlier Subsequent Shelf
Registration Statement has been declared effective under the Securities Act or (iii)
there cease to be any outstanding Registrable Notes.






	 	(b)	 	Subsequent Shelf Registrations. If the Initial Shelf Registration
Statement or any Subsequent Shelf Registration Statement (as defined below) ceases to
be effective for any reason at any time during the Effectiveness Period (other than
because of the sale of all of the securities registered thereunder), the Co-Issuers
shall (and the Company shall cause each Subsidiary Guarantor to) use their commercially
reasonable efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within 30 Days of such cessation of
effectiveness amend such Shelf Registration Statement in a manner to obtain the
withdrawal of the order suspending the effectiveness thereof, or file (and cause each
Subsidiary Guarantor to file) an additional “shelf” Registration Statement (a
“Subsequent Shelf Registration Statement”) pursuant to Rule 415 covering all of
the Registrable Notes (a “Subsequent Shelf Registration”). If a Subsequent
Shelf Registration Statement is filed, the Co-Issuers shall (and the Company shall
cause each Subsidiary Guarantor to) use their commercially reasonable efforts to cause
the Subsequent Shelf Registration Statement to be declared effective as soon as
practicable after such filing and to keep such Subsequent Shelf Registration Statement
continuously effective for a period equal to the number of days in the Effectiveness
Period less the aggregate number of days during which the Initial Shelf Registration
Statement or any Subsequent Shelf Registration Statement was previously continuously
effective.
	 
	 	(c)	 	Supplements and Amendments. The Co-Issuers shall (and the Company
shall cause each Subsidiary Guarantor to) promptly supplement and amend any Shelf
Registration Statement if required by the rules, regulations or instructions applicable
to the registration form used for such Shelf Registration, if required by the
Securities Act, or if reasonably requested in writing by the Holders of a majority in
aggregate principal amount of the




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	 	 	 	Registrable Notes covered by such Shelf Registration Statement or by any underwriter
of such Registrable Notes.






	 	(d)	 	Provision of Information. No Holder of Registrable Notes shall be
entitled to include any of its Registrable Notes in any Shelf Registration Statement
pursuant to this Agreement unless such Holder furnishes to the Co-Issuers and the
Trustee in writing, within 20 Days after receipt of a written request therefor, such
information as the Co-Issuers and the Trustee after conferring with counsel with regard
to information relating to Holders that would be required by the SEC to be included in
such Shelf Registration Statement or Prospectus included therein, may reasonably
request for inclusion in any Shelf Registration Statement or Prospectus included
therein, and no such Holder shall be entitled to Additional Interest pursuant to
Section 4 unless and until such Holder shall have provided such information.






	4.	 	Additional Interest






	 	(a)	 	The Co-Issuers and the Subsidiary Guarantors agree to pay additional cash
interest on the Registrable Notes (“Additional Interest”) under the
circumstances and to the extent set forth below (each of which shall be given
independent effect):






	 	(i)	 	if neither the Exchange Registration Statement has been filed
on or prior to the Filing Date nor the Initial Shelf Registration has been
filed on or prior to the Shelf Filing Date, Additional Interest shall accrue on
the Registrable Notes over and above any stated interest at a rate of 0.25% per
annum of the principal amount of such Registrable Notes for the first 90 Days
immediately following the Filing Date or the Shelf Filing Date, as applicable,
such Additional Interest rate increasing by an additional 0.25% per annum at
the beginning of each subsequent 90-Day period;
	 
	 	(ii)	 	if neither the Exchange Registration Statement nor the Initial
Shelf Registration is declared effective on or prior to the Effectiveness Date,
Additional Interest shall accrue on the Registrable Notes over and above any
stated interest at a rate of 0.25% per annum of the principal amount of such
Registrable Notes for the first 90 Days immediately following the Effectiveness
Date, such Additional Interest rate increasing by an additional 0.25% per annum
at the beginning of each subsequent 90-Day period;
	 
	 	(iii)	 	if (A) any Co-Issuer (and any Subsidiary Guarantor) has not
exchanged Exchange Notes for all Notes validly tendered in accordance with the
terms of the Exchange Offer on or prior to the 30 Business Days after the
Effectiveness Date, (B) the Exchange Registration Statement ceases to be
effective at any time prior to the time that the Exchange Offer is consummated,
(C) if applicable, a Shelf Registration has been declared effective and such
Shelf Registration ceases to be effective at any time prior to the end of the
Effectiveness Period (other than such time as all Registrable Notes have been
disposed of thereunder) and is not declared effective again within 30 Days, or
(D) pending the announcement of a material corporate transaction, the
Co-Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a
Shelf Registration Statement or Exchange Registration Statement is unusable and
the aggregate number of Days in any 365-Day period for which all such notices
issued or required to be issued, have been, or were required to be, in effect
exceeds 120 Days in the aggregate or 30 Days




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	 	 	 	consecutively, in the case of a Shelf Registration statement, or 15 Days in
the aggregate in the case of an Exchange Registration Statement, then
Additional Interest shall accrue on the Registrable Notes, over and above
any stated interest, at a rate of 0.25% per annum of the principal amount of
such Registrable Notes commencing on (w) the 31st Business Day after the
Effectiveness Date, in the case of (A) above, or (x) the date the Exchange
Registration Statement ceases to be effective without being declared
effective again within 30 Days, in the case of clause (B) above, or (y) the
day such Shelf Registration ceases to be effective in the case of (C) above,
or (z) the day the Exchange Registration Statement or Shelf Registration
ceases to be usable in case of clause (D) above, such Additional Interest
rate increasing by an additional 0.25% per annum at the beginning of each
such subsequent 90-Day period;
	 
	 	 	 	provided, however, that the maximum Additional Interest rate on the
Registrable Notes may not exceed at any one time in the aggregate 1.00% per
annum; and provided further, that (1) upon the filing of the Exchange
Registration Statement or Initial Shelf Registration (in the case of (i)
above), (2) upon the effectiveness of the Exchange Registration Statement or
Initial Shelf Registration (in the case of (ii) above), or (3) upon the
exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A)
above), or upon the effectiveness of the Exchange Registration Statement
that had ceased to remain effective (in the case of clause (iii)(B) above),
or upon the effectiveness of a Shelf Registration which had ceased to remain
effective (in the case of (iii)(C) above), Additional Interest on the
Registrable Notes as a result of such clause (or the relevant subclause
thereof) or upon the effectiveness of such Registration Statement or
Exchange Registration Statement (in the case of clause (iii)(D) above), as
the case may be, shall cease to accrue.






	 	(b)	 	The Co-Issuers 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 amounts of Additional Interest due
pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in
cash, on the dates and in the manner provided in the Indenture and whether or not any
cash interest would then be payable on such date, commencing with the first such
semi-annual date occurring after any such Additional Interest commences to accrue. The
amount of Additional Interest will be determined by multiplying the applicable
Additional Interest rate by the principal amount of the Registrable Notes, multiplied
by a fraction, the numerator of which is the number of days such Additional Interest
rate was applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months and, in the case of a partial month, the actual
number of days elapsed), and the denominator of which is 360.






	5.	 	Registration Procedures





     In connection with the filing of any Registration Statement pursuant to Sections 2 or 3, the
Co-Issuers shall (and the Company shall cause each Subsidiary Guarantor to) effect such
registrations to permit the sale of such securities covered thereby in accordance with the intended
method or methods of disposition thereof, and pursuant thereto and in connection with any
Registration Statement filed by the Company hereunder, the Co-Issuers shall (and the Company shall
cause each Subsidiary Guarantor to):




	 	(a)	 	Prepare and file with the SEC as soon as practicable after the date hereof but
in any event on or prior to the Filing Date, the Exchange Registration Statement or if
the Exchange




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	 	 	 	Registration Statement is not filed because of the circumstances contemplated by
Section 2(i), a Shelf Registration as prescribed by Section 3, and use their
commercially reasonable efforts to cause each such Registration Statement to become
effective and remain effective as provided herein; provided that, if (1) a Shelf
Registration is filed pursuant to Section 3 or (2) a Prospectus contained in an
Exchange Registration Statement filed pursuant to Section 2 is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks to
sell Exchange Notes during the Applicable Period relating thereto, before filing any
Registration Statement or Prospectus or any amendments or supplements thereto the
Co-Issuers shall (and the Company shall cause each Subsidiary Guarantor to), if
requested, furnish to and afford the Holders of the Registrable Notes to be
registered pursuant to such Shelf Registration Statement, each Participating
Broker-Dealer, the managing underwriters, if any, and each of their respective
counsel, a reasonable opportunity to review copies of all such documents (including
copies of any documents to be incorporated by reference therein and all exhibits
thereto) proposed to be filed (in each case at least five Business Days prior to
such filing). No Co-Issuer or Subsidiary Guarantor shall file any such Registration
Statement or Prospectus or any amendments or supplements thereto in respect of which
the Holders must provide information for the inclusion therein without the Holders
being afforded an opportunity to review such documentation if the holders of a
majority in aggregate principal amount of the Registrable Notes covered by such
Registration Statement, or any such Participating Broker-Dealer, as the case may be,
the managing underwriters, if any, or any of their respective counsel shall
reasonably object in writing on a timely basis.






	 	(b)	 	Provide an indenture trustee for the Registrable Notes or the Exchange Notes,
as the case may be, and cause the Indenture (or other indenture relating to the
Registrable Notes) to be qualified under the TIA not later than the effective date of
the first Registration Statement; and in connection therewith, to effect such changes
to such indenture as may be required for such indenture to be so qualified in
accordance with the terms of the TIA; and execute, and use their commercially
reasonable efforts to cause such trustee to execute, all documents as may be required
to effect such changes, and all other forms and documents required to be filed with the
SEC to enable such indenture to be so qualified in a timely manner.
	 
	 	(c)	 	Prepare and file with the SEC such pre-effective amendments and post-effective
amendments to each Shelf Registration or Exchange Registration Statement, as the case
may be, as may be necessary to keep such Registration Statement continuously effective
for the Effectiveness Period or the Applicable Period, as the case may be; cause the
related Prospectus to be supplemented by any Prospectus supplement required by
applicable law, and as so supplemented to be filed pursuant to Rule 424; and comply
with the provisions of the Securities Act and the Exchange Act applicable to them with
respect to the disposition of all securities covered by such Registration Statement as
so amended or in such Prospectus as so supplemented and with respect to the subsequent
resale of any securities being sold by a Participating Broker-Dealer covered by any
such Prospectus. No Co-Issuer or Subsidiary Guarantor shall, during the Effectiveness
Period or the Applicable Period, as the case may be, voluntarily take any action that
would result in selling Holders of the Registrable Notes covered by a Registration
Statement or Participating Broker-Dealers seeking to sell Exchange Notes not being able
to sell such Registrable Notes or such Exchange Notes during that period, unless such
action is required by applicable law, rule or regulation or permitted by this
Agreement.




11









 












	 	(d)	 	Furnish to such selling Holders and Participating Broker-Dealers who so request
in writing (i) upon the Co-Issuers’ receipt, a copy of the order of the SEC declaring
such Registration Statement and any post effective amendment thereto effective, (ii)
such reasonable number of copies of such Registration Statement and of each amendment
and supplement thereto (in each case including any documents incorporated therein by
reference and all exhibits), (iii) such reasonable number of copies of the Prospectus
included in such Registration Statement (including each preliminary Prospectus) and
each amendment and supplement thereto, and such reasonable number of copies of the
final Prospectus as filed by the Co-Issuers and each Subsidiary Guarantor pursuant to
Rule 424(b) under the Securities Act, in conformity with the requirements of the
Securities Act and each amendment and supplement thereto, and (iv) such other documents
(including any amendments required to be filed pursuant to clause (c) of this Section),
as any such Person may reasonably request in writing. The Co-Issuers and the Subsidiary
Guarantors hereby consent to the use of the Prospectus by each of the selling Holders
of Registrable Notes or each such Participating Broker-Dealer, as the case may be, and
the underwriters or agents, if any, and dealers, if any, in connection with the
offering and sale of the Registrable Notes covered by, or the sale by Participating
Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and any amendment or
supplement thereto.
	 
	 	(e)	 	If (1) a Shelf Registration is filed pursuant to Section 3 or (2) a Prospectus
contained in an Exchange Registration Statement filed pursuant to Section 2 is required
to be delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period relating thereto, the Co-Issuers
shall notify in writing the selling Holders of Registrable Notes, or each such
Participating Broker-Dealer, as the case may be, the managing underwriters, if any, and
each of their respective counsel promptly (but in any event within two Business Days)
(i) when a Prospectus or any Prospectus supplement or post-effective amendment has been
filed, and, with respect to a Registration Statement or any post-effective amendment,
when the same has become effective (including in such notice a written statement that
any Holder may, upon request, obtain, without charge, one conformed copy of such
Registration Statement or post-effective amendment including financial statements and
schedules, documents incorporated or deemed to be incorporated by reference and
exhibits), (ii) of the issuance by the SEC of any stop order suspending the
effectiveness of a Registration Statement or of any order preventing or suspending the
use of any Prospectus or the initiation of any proceedings for that purpose, (iii) if
at any time when a Prospectus is required by the Securities Act to be delivered in
connection with sales of the Registrable Notes the representations and warranties of
any Co-Issuer and Subsidiary Guarantor contained in any agreement (including any
underwriting agreement) contemplated by Section 5(n) cease to be true and correct, (iv)
of the receipt by any Co-Issuer or Subsidiary Guarantor of any notification with
respect to the suspension of the qualification or exemption from qualification of a
Registration Statement or any of the Registrable Notes or the Exchange Notes to be sold
by any Participating Broker-Dealer for offer or sale in any jurisdiction, or the
initiation or threatening of any proceeding for such purpose, (v) of the happening of
any event, the existence of any condition of any information becoming known that makes
any statement made in such Registration Statement or related Prospectus or any document
incorporated or deemed to be incorporated therein by reference untrue in any material
respect or that requires the making of any changes in, or amendments or supplements to,
such Registration Statement, Prospectus or documents so that, in the case of the
Registration Statement and the Prospectus, it will not contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements




12









 






	 	 	 	therein, in light of the circumstances under which they were made, not misleading,
(vi) of any reasonable determination by any Co-Issuer or Subsidiary Guarantor that a
post-effective amendment to a Registration Statement would be appropriate and (vii)
of any request by the SEC for amendments to the Registration Statement or
supplements to the Prospectus or for additional information relating thereto.






	 	(f)	 	Use their commercially reasonable efforts to prevent the issuance of any order
suspending the effectiveness of a Registration Statement or of any order preventing or
suspending the use of a Prospectus or suspending the qualification (or exemption from
qualification) of any of the Registrable Notes or the Exchange Notes to be sold by any
Participating Broker-Dealer, for sale in any jurisdiction, and, if any such order is
issued, to use their commercially reasonable efforts to obtain the withdrawal of any
such order at the earliest possible date.
	 
	 	(g)	 	If (A) a Shelf Registration is filed pursuant to Section 3, (B) a Prospectus
contained in an Exchange Registration Statement filed pursuant to Section 2 is required
to be delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period or (C) reasonably requested in
writing by the managing underwriters, if any, or the Holders of a majority in aggregate
principal amount of the Registrable Notes being sold in connection with an underwritten
offering, the Co-Issuers shall:






	 	(i)	 	promptly incorporate in a Prospectus supplement or
post-effective amendment such information or revisions to information therein
relating to such underwriters or selling Holders as the managing underwriters,
if any, or such Holders or any of their respective counsel reasonably request
in writing to be included or made therein; and
	 
	 	(ii)	 	make all required filings of such Prospectus supplement or such
post-effective amendment as soon as practicable after any Co-Issuer has
received notification of the matters to be incorporated in such Prospectus
supplements or post-effective amendment.






	 	(h)	 	Prior to any public offering of Registrable Notes or any delivery of a
Prospectus contained in the Exchange Registration Statement by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use their
commercially reasonable efforts to register or qualify, and to cooperate with the
selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the
case may be, the underwriters, if any, and their respective counsel in connection with
the registration or qualification (or exemption from such registration or
qualification) of such Registrable Notes or Exchange Notes, as the case may be, for
offer and sale under the securities or Blue Sky laws of such jurisdictions within the
United States as any selling Holder, Participating Broker-Dealer or any managing
underwriter or underwriters, if any, reasonably request in writing; provided that where
Exchange Notes held by Participating Broker-Dealers or Registrable Notes are offered
other than through an underwritten offering, each Co-Issuer and Subsidiary Guarantor
agrees to cause its counsel to perform Blue Sky investigations and file any
registrations and qualifications required to be filed pursuant to this Section 5(h),
keep each such registration or qualification (or exemption therefrom) effective during
the period such Registration Statement is required to be kept effective and do any and
all other acts or things reasonably necessary or advisable to enable the disposition in
such jurisdictions of the Exchange Notes held by Participating




13









 






	 	 	 	Broker-Dealers or the Registrable Notes covered by the applicable Registration
Statement; provided that no Co-Issuer nor any Subsidiary Guarantor shall be required
to (A) qualify generally to do business in any jurisdiction where it is not then so
qualified, (B) take any action that would subject it to general service of process
in any such jurisdiction where it is not then so subject or (C) subject itself to
taxation in any such jurisdiction where it is not then so subject.






	 	(i)	 	If (A) a Shelf Registration is filed pursuant to Section 3 or (B) a Prospectus
contained in an Exchange Registration Statement filed pursuant to Section 2 is
requested to be delivered under the Securities Act by any Participating Broker-Dealer
who seeks to sell Exchange Notes during the Applicable Period, cooperate with the
selling Holders of Registrable Notes and the managing underwriter or underwriters, if
any, to facilitate the timely preparation and delivery of certificates representing
Registrable Notes to be sold, which certificates shall not bear any restrictive legends
and shall be in a form eligible for deposit with The Depository Trust Company, and
enable such Registrable Notes to be in such denominations and registered in such names
as the managing underwriter or underwriters, if any, or Holders may reasonably request.
	 
	 	(j)	 	Use their commercially reasonable efforts to cause the Registrable Notes
covered by any Registration Statement to be registered with or approved by such
governmental agencies or authorities as may be necessary to enable the seller or
sellers thereof or the underwriter, if any, to consummate the disposition of such
Registrable Notes, except as may be required solely as a consequence of the nature of
such selling Holder’s business, in which case the Co-Issuers shall (and the Company
shall cause each Subsidiary Guarantor to) cooperate in all reasonable respects with the
filing of such Registration Statement and the granting of such approvals; provided that
no Co-Issuer nor any existing Subsidiary Guarantor shall be required to (A) qualify
generally to do business in any jurisdiction where it is not then so qualified, (B)
take any action that would subject it to general service of process in any jurisdiction
where it is not then so subject or (C) subject itself to taxation in any such
jurisdiction where it is not then so subject.
	 
	 	(k)	 	If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a Prospectus
contained in an Exchange Registration Statement filed pursuant to Section 2 is required
to be delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period, upon the occurrence of any event
contemplated by paragraph 5(e)(v) or 5(e)(vi), as promptly as practicable, prepare and
file with the SEC, at the expense of the Co-Issuers and the Subsidiary Guarantors, a
supplement or post-effective amendment to the Registration Statement or a supplement to
the related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Notes being sold thereunder or to the
purchasers of the Exchange Notes to whom such Prospectus will be delivered by a
Participating Broker-Dealer, 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, and, if SEC review is required, use their commercially
reasonable efforts to cause such post-effective amendment to be declared effective as
soon as possible.
	 
	 	(l)	 	Use their commercially reasonable efforts to cause the Registrable Notes
covered by a Registration Statement to be rated with such appropriate rating agencies,
if so requested in writing by the Holders of a majority in aggregate principal amount
of the Registrable




14









 






	 	 	 	Notes covered by such Registration Statement or the managing underwriter or
underwriters, if any.






	 	(m)	 	Prior to the initial issuance of the Exchange Notes, (i) provide the Trustee
with one or more certificates for the Registrable Notes in a form eligible for deposit
with The Depository Trust Company and (ii) provide a CUSIP number for the Exchange
Notes.
	 
	 	(n)	 	If a Shelf Registration is filed pursuant to Section 3, enter into such
agreements (including an underwriting agreement in form, scope and substance as is
customary in underwritten offerings of debt securities similar to the Notes, as may be
appropriate in the circumstances) and take all such other actions in connection
therewith (including those reasonably requested in writing by the managing
underwriters, if any, or the Holders of a majority in aggregate principal amount of the
Registrable Notes being sold) in order to expedite or facilitate the registration or
the disposition of such Registrable 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
and the underwriters, if any, with respect to the business of the Company and its
subsidiaries as then conducted, 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 to
underwriters in underwritten offerings of debt securities similar to the Notes, as may
be appropriate in the circumstances, and confirm the same if and when reasonably
required; (ii) in connection with an underwritten offering, obtain an opinion of
counsel to the Co-Issuers 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 aggregate principal
amount of the Registrable Notes being sold), addressed to each selling Holder and each
of the underwriters, if any, covering the matters customarily covered in opinions of
counsel to the Co-Issuers and the Subsidiary Guarantors requested in underwritten
offerings of debt securities similar to the Notes, as may be appropriate in the
circumstances; (iii) in connection with an underwritten offering, obtain “cold comfort”
letters and updates thereof (which letters and updates (in form, scope and substance)
shall be reasonably satisfactory to the managing underwriters) from the independent
certified public accountants of the Co-Issuers and the Subsidiary Guarantors (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),
addressed to each of the underwriters, such letters to be in customary form and
covering matters of the type customarily covered in “cold comfort” letters in
connection with underwritten offerings of debt securities similar to the Notes, as may
be appropriate in the circumstances, and such other matters as reasonably requested in
writing by the underwriters; and (iv) deliver such documents and certificates as may be
reasonably requested in writing by the Holders of a majority in aggregate principal
amount of the Registrable Notes being sold and the managing underwriters, if any, to
evidence the continued validity of the representations and warranties of the Co-Issuers
and the Company’s subsidiaries made pursuant to clause (i) above and to evidence
compliance with any conditions contained in the underwriting agreement or other similar
agreement entered into by any Co-Issuer or Subsidiary Guarantor.
	 
	 	(o)	 	If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a Prospectus
contained in an Exchange Registration Statement filed pursuant to Section 2 is required
to be




15









 






	 	 	 	delivered under the Securities Act by any Participating Broker-Dealer who seeks to
sell Exchange Notes during the Applicable Period, make available for inspection by
any selling Holder of such Registrable Notes being sold, or each such Participating
Broker-Dealer, as the case may be, any underwriter participating in any such
disposition of Registrable Notes, if any, and any attorney, accountant or other
agent retained by any such selling Holder or each such Participating Broker-Dealer,
as the case may be, or underwriter (collectively, the “Inspectors”), at the
offices where normally kept, during reasonable business hours, all financial and
other records and pertinent corporate documents of the Co-Issuers and the Company’s
subsidiaries (collectively, the “Records”) as shall be reasonably necessary
to enable them to exercise any applicable due diligence responsibilities, and cause
the officers, directors and employees of the Co-Issuers and the Company’s
subsidiaries to supply all information reasonably requested in writing by any such
Inspector in connection with such Registration Statement or Prospectus. Each
Inspector shall agree in writing that it will keep the Records confidential and not
disclose any of the Records unless (i) the disclosure of such Records is necessary
to avoid or correct a misstatement or omission in such Registration Statement, (ii)
the release of such Records is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction, (iii) the information in such Records is public or
has been made generally available to the public other than as a result of a
disclosure or failure to safeguard by such Inspector or (iv) disclosure of such
information is, in the reasonable written opinion of counsel for any Inspector,
necessary or advisable in connection with any action, claim, suit or proceeding,
directly or indirectly, involving or potentially involving such Inspector and
arising out of, based upon, related to, or involving this Agreement, or any
transaction contemplated hereby or arising hereunder. Each selling Holder of such
Registrable Notes and each such Participating Broker-Dealer will be required to
agree that information obtained by it as a result of such inspections shall be
deemed confidential and shall not be used by it as the basis for any market
transactions in the securities of any Co-Issuer unless and until such is made
generally available to the public. Each Inspector, each selling Holder of such
Registrable Notes and each such Participating Broker-Dealer will be required to
further agree that it will, upon learning that disclosure of such Records is sought
in a court of competent jurisdiction, give notice to the Company and, to the extent
practicable, use its commercially reasonable efforts to allow the Co-Issuers, at
their expense, to undertake appropriate action to prevent disclosure of the Records
deemed confidential.






	 	(p)	 	Comply with all applicable rules and regulations of the SEC and make generally
available to the security holders of the Co-Issuers with regard to any applicable
Registration Statement earning statements satisfying the provisions of section 10(a) of
the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the
Securities Act) no later than 45 Days after the end of any 12-month period (or 90 Days
after the end of any 12-month period if such period is a fiscal year) (i) commencing at
the end of any fiscal quarter in which Registrable Notes are sold to underwriters in a
firm commitment or commercially reasonable efforts underwritten offering and (ii) if
not sold to underwriters in such an offering, commencing on the first Day of the first
fiscal quarter of the Company after the effective date of a Registration Statement,
which statements shall cover said 12-month periods.
	 
	 	(q)	 	Upon consummation of an Exchange Offer or Private Exchange, obtain an opinion
of counsel to the Co-Issuers and the Subsidiary Guarantors (in form, scope and
substance reasonably satisfactory to the Initial Purchasers), addressed to the Trustee
for the benefit of all Holders participating in the Exchange Offer or Private Exchange,
as the case may




16









 






	 	 	 	be, to the effect that (i) the Co-Issuers and the Subsidiary Guarantors have duly
authorized, executed and delivered the Exchange Notes or the Private Exchange Notes,
as the case may be, and the Indenture, (ii) the Exchange Notes or the Private
Exchange Notes, as the case may be, and the Indenture constitute legal, valid and
binding obligations of the Co-Issuers and the Subsidiary Guarantors, enforceable
against the Co-Issuers and the Subsidiary Guarantors in accordance with their
respective terms, except as such enforcement may be subject to customary United
States and foreign exceptions and (iii) all obligations of the Co-Issuers and the
Subsidiary Guarantors under the Exchange Notes or the Private Exchange Notes, as the
case may be, and the Indenture are secured by Liens on the assets securing the
obligations of the Co-Issuers and the Subsidiary Guarantors under the Notes,
Indenture and Collateral Agreements to the extent and as discussed in the
Registration Statement.






	 	(r)	 	If the Exchange Offer or a Private Exchange is to be consummated, upon delivery
of the Registrable Notes by the Holders to the Co-Issuers and the Subsidiary Guarantors
(or to such other Person as directed by the Co-Issuers and the Subsidiary Guarantors)
in exchange for the Exchange Notes or the Private Exchange Notes, as the case may be,
the Co-Issuers and the Subsidiary Guarantors shall mark, or caused to be marked, on
such Registrable Notes that the Exchange Notes or the Private Exchange Notes, as the
case may be, are being issued as substitute evidence of the indebtedness originally
evidenced by the Registrable Notes; provided that in no event shall such Registrable
Notes be marked as paid or otherwise satisfied.
	 
	 	(s)	 	Cooperate with each seller of Registrable Notes covered by any Registration
Statement and each underwriter, if any, participating in the disposition of such
Registrable Notes and their respective counsel in connection with any filings required
to be made with FINRA.
	 
	 	(t)	 	Use their commercially reasonable efforts to take all other steps reasonably
necessary to effect the registration of the Registrable Notes covered by a Registration
Statement contemplated hereby.
	 
	 	(u)	 	The Co-Issuers may require each seller of Registrable Notes or Participating
Broker-Dealer as to which any registration is being effected to furnish to the
Co-Issuers such information regarding such seller or Participating Broker-Dealer and
the distribution of such Registrable Notes as the Co-Issuers may, from time to time,
reasonably request in writing. The Co-Issuers may exclude from such registration the
Registrable Notes of any seller who fails to furnish such information within a
reasonable time (which time in no event shall exceed 45 Days, subject to Section 3(d))
after receiving such request. Each seller of Registrable Notes or Participating
Broker-Dealer as to which any registration is being effected agrees to furnish promptly
to the Co-Issuers all information required to be disclosed in order to make the
information previously furnished by such seller not materially misleading.
	 
	 	(v)	 	Each Holder of Registrable Notes and each Participating Broker-Dealer agrees by
acquisition of such Registrable Notes or Exchange Notes to be sold by such
Participating Broker-Dealer, as the case may be, that, upon receipt of any notice from
the Co-Issuers of the happening of any event of the kind described in Section 5(e)(ii),
5(e)(iv), 5(e)(v) or 5(e)(vi), such Holder will forthwith discontinue disposition of
such Registrable Notes covered by a Registration Statement and such Participating
Broker-Dealer will forthwith discontinue disposition of such Exchange Notes pursuant to
any Prospectus and, in each




17









 






	 	 	 	case, forthwith discontinue dissemination of such Prospectus until such Holder’s or
Participating Broker-Dealer’s receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 5(k), or until it is advised in writing (the
“Advice”) by the Co-Issuers and the Subsidiary Guarantors that the use of
the applicable Prospectus may be resumed, and has received copies of any amendments
or supplements thereto and, if so directed by the Co-Issuers and the Subsidiary
Guarantors, such Holder or Participating Broker-Dealer, as the case may be, will
deliver to the Co-Issuers all copies, other than permanent file copies, then in such
Holder’s or Participating Broker-Dealer’s possession, of the Prospectus covering
such Registrable Notes current at the time of the receipt of such notice. In the
event the Co-Issuers and the Subsidiary Guarantors shall give any such notice, the
Applicable Period shall be extended by the number of days during such periods from
and including the date of the giving of such notice to and including the date when
each Participating Broker-Dealer shall have received (x) the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) the Advice.






	6.	 	Registration Expenses






	 	(a)	 	All fees and expenses incident to the performance of or compliance with this
Agreement by the Co-Issuers and the Subsidiary Guarantors shall be borne by the
Co-Issuers and the Subsidiary Guarantors, whether or not the Exchange Offer or a Shelf
Registration is filed or becomes effective, including, without limitation, (i) all
registration and filing fees, including, without limitation, (A) fees with respect to
filings required to be made with FINRA in connection with any Underwritten Offering and
(B) fees and expenses of compliance with state securities or Blue Sky laws as provided
in Section 5(h) (including, without limitation, reasonable fees and disbursements of
counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange
Notes and determination of the eligibility of the Registrable Notes or Exchange Notes
for investment under the laws of such jurisdictions (x) where the Holders are located,
in the case of the Exchange Notes, or (y) as provided in Section 5(h), in the case of
Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during
the Applicable Period), (ii) printing expenses, including, without limitation, expenses
of printing Prospectuses if the printing of Prospectuses is requested by the managing
underwriter or underwriters, if any, or by the Holders of a majority in aggregate
principal amount of the Registrable Notes included in any Registration Statement or by
any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii)
messenger, telephone and delivery expenses incurred in connection with the performance
of their obligations hereunder, (iv) fees and disbursements of counsel for the
Co-Issuers, the Subsidiary Guarantors and, subject to Section 6(b), the Holders, (v)
fees and disbursements of all independent certified public accountants referred to in
Section 5 (including, without limitation, the expenses of any special audit and “cold
comfort” letters required by or incident to such performance), (vi) rating agency fees
and the fees and expenses incurred in connection with the listing of the Securities to
be registered on any securities exchange, (vii) Securities Act liability insurance, if
the Co-Issuers and the Subsidiary Guarantors desire such insurance, (viii) fees and
expenses of all other Persons retained by the Co-Issuers and the Subsidiary Guarantors,
(ix) fees and expenses of any “qualified independent underwriter” or other independent
appraiser participating in an offering pursuant to Section 3 of Schedule E to the
By-laws of FINRA, but only where the need for such a “qualified independent
underwriter” arises due to a relationship with the Co-Issuers and the Subsidiary
Guarantors, provided, that such “qualified independent underwriter” or independent
appraiser shall be reasonably acceptable to the Co-Issuers, (x) internal expenses of
the




18









 






	 	 	 	Co-Issuers and the Subsidiary Guarantors (including, without limitation, all
salaries and expenses of officers and employees of the Co-Issuers or the Subsidiary
Guarantors performing legal or accounting duties), (xi) the expense of any annual
audit, (xii) the fees and expenses of the Trustee and the exchange agent in
connection with the Exchange Offer and (xiii) the expenses relating to printing,
word processing and distributing all Registration Statements, underwriting
agreements, securities sales agreements, indentures and any other documents
necessary in order to comply with this Agreement.






	 	(b)	 	The Co-Issuers and the Subsidiary Guarantors shall reimburse the Holders for
the reasonable fees and disbursements of not more than one counsel chosen by the
Holders of a majority in aggregate principal amount of the Registrable Notes to be
included in any Registration Statement. The Co-Issuers and the Subsidiary Guarantors
shall pay all documentary, stamp, transfer or other transactional taxes attributable to
the issuance or delivery of the Exchange Notes or Private Exchange Notes in exchange
for the Notes; provided that the Co-Issuers shall not be required to pay taxes payable
in respect of any transfer involved in the issuance or delivery of any Exchange Note or
Private Exchange Note in a name other than that of the Holder of the Note in respect of
which such Exchange Note or Private Exchange Note is being issued. The Co-Issuers and
the Subsidiary Guarantors shall reimburse the Holders for fees and expenses (including
reasonable fees and expenses of counsel to the Holders) relating to any enforcement of
any rights of the Holders under this Agreement.






	7.	 	Indemnification






	 	(a)	 	Indemnification by the Co-Issuers and the Subsidiary Guarantors. The
Co-Issuers and the Subsidiary Guarantors jointly and severally agree to indemnify and
hold harmless each Holder of Registrable Notes or Exchange Notes and each Participating
Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any,
who controls each such Holder (within the meaning of Section 15 of the Securities Act
or Section 20(a) of the Exchange Act) and the officers, directors and partners of each
such Holder, Participating Broker-Dealer and controlling person, to the fullest extent
lawful, from and against any and all losses, claims, damages, liabilities, costs
(including, without limitation, reasonable costs of preparation and reasonable
attorneys’ fees as provided in this Section 7) and expenses (including, without
limitation, reasonable costs and expenses incurred in connection with investigating,
preparing, pursuing or defending against any of the foregoing) (collectively,
“Losses”), as incurred, directly or indirectly caused by, related to, based
upon, arising out of or in connection with any untrue or alleged untrue statement of a
material fact contained in any Registration Statement, Prospectus or form of
prospectus, or in any amendment or supplement thereto, or in any preliminary
prospectus, 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 light of
the circumstances under which they were made, not misleading, except insofar as such
Losses are solely based upon information relating to such Holder or Participating
Broker-Dealer and furnished in writing to the Co-Issuers and the Subsidiary Guarantors
(or reviewed and approved in writing) by such Holder or Participating Broker-Dealer or
their counsel expressly for use therein; provided, however, that the Co-Issuers and the
Subsidiary Guarantors will not be liable to any Indemnified Party (as defined below)
under this Section 7 to the extent Losses were solely caused by an untrue statement or
omission or alleged untrue statement or omission that was contained or made in any
preliminary prospectus and corrected in the Prospectus or any amendment or supplement
thereto if (i) the Prospectus does not contain any other untrue statement or omission
or




19









 






	 	 	 	alleged untrue statement or omission of a material fact that was the subject matter
of the related proceeding, (ii) any such Losses resulted from an action, claim or
suit by any Person who purchased Registrable Notes or Exchange Notes which are the
subject thereof from such Indemnified Party and (iii) it is established in the
related proceeding that such Indemnified Party failed to deliver or provide a copy
of the Prospectus (as amended or supplemented) to such Person with or prior to the
confirmation of the sale of such Registrable Notes or Exchange Notes sold to such
Person if required by applicable law, unless such failure to deliver or provide a
copy of the Prospectus (as amended or supplemented) was a result of noncompliance by
the Co-Issuers with Section 5 of this Agreement. The Co-Issuers and the Subsidiary
Guarantors also agree to indemnify underwriters, selling brokers, dealer managers
and similar securities industry professionals participating in the distribution,
their officers, directors, agents and employees and each Person who controls such
Persons (within the meaning of Section 5 of the Securities Act or Section 20(a) of
the Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders or the Participating Broker-Dealer.






	 	(b)	 	Indemnification by Holder. In connection with any Registration
Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or
any preliminary prospectus in which a Holder is named, such Holder shall furnish to the
Co-Issuers and the Subsidiary Guarantors in writing such information as the Co-Issuers
and the Subsidiary Guarantors reasonably request for use in connection with any
Registration Statement, Prospectus or form of prospectus, any amendment or supplement
thereto, or any preliminary prospectus and shall indemnify and hold harmless the
Co-Issuers, the Subsidiary Guarantors, their respective directors and each Person, if
any, who controls the Co-Issuers and the Subsidiary Guarantors (within the meaning of
Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the
directors, officers and partners of such controlling persons, to the fullest extent
lawful, from and against all Losses arising out of or based upon any untrue or alleged
untrue statement of a material fact contained in any Registration Statement, Prospectus
or form of prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, 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 light
of the circumstances under which they were made, not misleading to the extent, but only
to the extent, that such Losses are finally judicially determined by a court of
competent jurisdiction in a final, unappealable order to have resulted solely from an
untrue statement or alleged untrue statement of a material fact or omission or alleged
omission of a material fact contained in or omitted from any information so furnished
in writing by such Holder to the Co-Issuers and the Subsidiary Guarantors expressly for
use therein. Notwithstanding the foregoing, in no event shall the liability of any
selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as
defined below).
	 
	 	(c)	 	Conduct of Indemnification Proceedings. If any proceeding shall be
brought or asserted against any Person entitled to indemnity hereunder (an
“Indemnified Party”), such Indemnified Party shall promptly notify the party or
parties from which such indemnity is sought (the “Indemnifying Party” or
“Indemnifying Parties”, as applicable) in writing; provided, that the failure
to so notify any Indemnifying Party shall not (i) relieve such Indemnifying Party from
any obligation or liability unless and only to the extent it is materially prejudiced
as a result thereof and (ii) will not, in any event, relieve the Indemnifying Party
from any obligations to any Indemnified Party.




20









 












	 	 	 	The Indemnifying Party shall have the right, exercisable by giving written notice to
an Indemnified Party, within 20 Business Days after receipt of written notice from
such Indemnified Party of such proceeding, to assume, at its expense, the defense of
any such proceeding, provided, that an Indemnified Party shall have the right to
employ separate counsel in any such proceeding and to participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Party or parties unless: (1) the Indemnifying Party has agreed to pay
such fees and expenses; (2) the Indemnifying Party shall have failed promptly to
assume the defense of such proceeding or shall have failed to employ counsel
reasonably satisfactory to such Indemnified Party; or (3) the named parties to any
such proceeding (including any impleaded parties) include both such Indemnified
Party and the Indemnifying Party or any of its affiliates or controlling persons,
and such Indemnified Party shall have been advised by counsel that there may be one
or more defenses available to such Indemnified Party that are in addition to, or in
conflict with, those defenses available to the Indemnifying Party or such affiliate
or controlling person (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the right
to assume the defense and the reasonable fees and expenses of such counsel shall be
at the expense of the Indemnifying Party; it being understood, however, that, the
Indemnifying Party shall not, in connection with any one such proceeding or separate
but substantially similar or related proceedings in the same jurisdiction, arising
out of the same general allegations or circumstances, be liable for the fees and
expenses of more than one separate firm of attorneys (together with appropriate
local counsel) at any time for such Indemnified Party.
	 
	 	 	 	No Indemnifying Party shall be liable for any settlement of any such proceeding
effected without its written consent, which shall not be unreasonably withheld, but
if settled with its written consent, or if there be a final judgment for the
plaintiff in any such proceeding, each Indemnifying Party jointly and severally
agrees, subject to the exceptions and limitations set forth above, to indemnify and
hold harmless each Indemnified Party from and against any and all Losses by reason
of such settlement or judgment. The Indemnifying Party shall not consent to the
entry of any judgment or enter into any settlement unless such judgment or
settlement (i) includes as an unconditional term thereof the giving by the claimant
or plaintiff to each Indemnified Party of a release, in form and substance
reasonably satisfactory to the Indemnified Party, from all liability in respect of
such proceeding for which such Indemnified Party would be entitled to
indemnification hereunder (whether or not any Indemnified Party is a party thereto)
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.
	 
	 	(d)	 	Contribution. If the indemnification provided for in this Section 7 is
unavailable to an Indemnified Party or is insufficient to hold such Indemnified Party
harmless for any Losses in respect of which this Section 7 would otherwise apply by its
terms (other than by reason of exceptions provided in this Section 7), then each
applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
have a joint and several obligation to 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




21









 






	 	 	 	determined by reference to, among other things, whether any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact 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 statement or omission. The amount paid
or payable by an Indemnified Party as a result of any Losses shall be deemed to
include any legal or other fees or expenses incurred by such party in connection
with any proceeding, to the extent such party would have been indemnified for such
fees or expenses if the indemnification provided for in Section 7(a) or 7(b) was
available to such party.
	 
	 	 	 	 The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 7(d) were determined by pro rata allocation or by other
method of allocation that does not take account of the equitable considerations
referred to in the immediately preceding paragraph. Notwithstanding the provisions
of this Section 7(d), a selling Holder shall not be required to contribute, in the
aggregate, any amount in excess of such Holder’s Maximum Contribution Amount. A
selling holder’s “Maximum Contribution Amount” shall equal the excess of (i)
the aggregate proceeds received by such Holder pursuant to the sale of such
Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that
such Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation. The Holders’ obligations to contribute pursuant to this Section
7(d) are several in proportion to the respective principal amount of the Registrable
Securities held by each Holder hereunder and not joint. The Co-Issuers’ and
Subsidiary Guarantors’ obligations to contribute pursuant to this Section 7(d) are
joint and several.
	 
	 	 	 	The indemnity and contribution agreements contained in this Section 7 are in
addition to any liability that the Indemnifying Parties may have to the Indemnified
Parties.






	8.	 	Underwritten Registrations of Registrable Notes





     If any of the Registrable Notes covered by any Shelf Registration is to be sold in an
Underwritten Offering, the investment banker or investment bankers and manager or managers that
will manage such Underwritten Offering will be selected by the Holders of a majority in aggregate
principal amount of such Registrable Notes included in such offering; provided, however, that such
investment banker or investment bankers and manager or managers must be reasonably acceptable to
the Co-Issuers.



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




	9.	 	Miscellaneous






	 	(a)	 	Remedies. In the event of a breach by either any Co-Issuer or any of
the Subsidiary Guarantors of any of their respective obligations under this Agreement,
each holder of Securities, in addition to being entitled to exercise all rights
provided herein, in the Indenture or, in the case of the Initial Purchasers, in the
Purchase Agreement, or granted




22









 






	 	 	 	by law, including recovery of damages, will be entitled to specific performance of
its rights under this Agreement. The Co-Issuers and the Subsidiary Guarantors agree
that monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by either any Co-Issuer or Subsidiary Guarantor of any of the
provisions of this Agreement and hereby further agree that, in the event of any
action for specific performance in respect of such breach, the Co-Issuers shall (and
the Company shall cause each Subsidiary Guarantor to) waive the defense that a
remedy at law would be adequate.






	 	(b)	 	No Inconsistent Agreements. No Co-Issuer or Subsidiary Guarantor has
entered, as of the date hereof, and no Co-Issuer nor any Subsidiary Guarantor shall
enter, after the date of this Agreement, into any agreement with respect to any of its
securities that is inconsistent with the rights granted to the Holders of Securities in
this Agreement or otherwise conflicts with the provisions hereof. The Co-Issuers and
each of the Subsidiary Guarantors have not entered and will not enter into any
agreement with respect to any of its securities that will grant to any Person
piggy-back rights with respect to a Registration Statement.
	 
	 	(c)	 	Adjustments Affecting Registrable Notes. The Co-Issuers shall not,
directly or indirectly, take any action with respect to the Registrable Notes as a
class that would adversely affect the ability of the Holders to include such
Registrable Notes in a registration undertaken pursuant to this Agreement.
	 
	 	(d)	 	Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, otherwise than with the prior written consent of
the Holders of not less than a majority in aggregate principal amount of the then
outstanding Registrable Notes in circumstances that would adversely affect any Holders
of Registrable Notes; provided, however, that any amendment or supplement to or other
modification of Section 7 or this Section 9(d) shall not be effective as to any Holder
without the prior written consent of such Holder. Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Notes whose securities are
being tendered pursuant to the Exchange Offer or sold pursuant to a Registration
Statement and that does not directly or indirectly affect, impair, limit or compromise
the rights of other Holders of Registrable Notes may be given by Holders of at least a
majority in aggregate principal amount of the Registrable Notes being tendered or being
sold by such Holders pursuant to such Registration Statement.
	 
	 	(e)	 	Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered first-class
mail, next-day air courier or telecopier:






	 	(i)	 	if to a holder of Securities or to any Participating
Broker-Dealer, at the most current address of such holder or Participating
Broker-Dealer, as the case may be, set forth on the records of the registrar of
the Notes, with a copy in like manner to the Initial Purchasers as follows:






Jefferies & Company, Inc., as Representative

Attention: Jeffrey Whyte

520 Madison Avenue



23









 






New York, New York 10022

Facsimile: 212-284-2022


Banc of America Securities LLC, as Representative

Attention: Jami Friedman

One Bryant Park

New York, New York 10036

Facsimile: 646-855-5958


Wells Fargo Securities, LLC, as Representative

Attention: Suzanne Alwan

301 South College Street

Charlotte, North Carolina 28288

Facsimile: 704-383-0353




with a copy to:




Proskauer Rose LLP

2049 Century Park East

Los Angeles, California 90067

Facsimile No.: (310) 557-2193

Attention: Michael Woronoff, Esq




	 	(ii)	 	if to the Initial Purchasers, at the address specified in Section 9(e)(1);
	 
	 	(iii)	 	if to any Co-Issuer or any Subsidiary Guarantor, as follows:






United Maritime Group, LLC

601 S. Harbour Island Boulevard

Tampa, Florida 33602

Facsimile No.:

Attention: Chief Financial Officer




with a copy to:




Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Facsimile No.:

Attention: Cristopher Greer, Esq.




All such notices and communications shall be deemed to have been duly given: when
delivered by hand, if personally delivered; five Business Days after being deposited
in the United States mail, postage prepaid, if mailed, one Business Day after being
deposited in the United States mail, postage prepaid, if mailed; one Business Day
after being timely delivered to a next-day air courier guaranteeing overnight
delivery; and when receipt is acknowledged by the addressee, if telecopied.




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 in such Indenture.



24









 






	 	(f)	 	Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties hereto,
including, without limitation and without the need for an express assignment,
subsequent holders of Securities.
	 
	 	(g)	 	Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
	 
	 	(h)	 	Headings; Interpretation. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the meaning.
When reference is made in this Agreement to a Section or clause, such reference shall
mean a Section or clause of this Agreement unless otherwise indicated. The words
“include,” “includes,” and “including” when used in this Agreement shall be deemed in
each case to be followed by the words “without limitation.” The words “hereof,”
“herein,” “herewith,” “hereby” and “hereunder” and words of similar import shall,
unless otherwise stated, be construed to refer to this Agreement as a whole and not to
any particular provision of this Agreement. The definitions contained in this Agreement
are applicable to the singular as well as the plural forms of such terms and to the
masculine as well as to the feminine and neuter genders of such term. The language used
in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any
party. Any contract, statute or rule defined or referred to herein means such
contract, statute or rule as from time to time amended, modified or supplemented,
including (in the case of contracts) by waiver or consent and (in the case of statutes
or rules) by succession of comparable successor statutes or rules and references to all
attachments thereto and instruments incorporated therein.
	 
	 	(i)	 	Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
	 
	 	(j)	 	Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAW. EACH CO-ISSUER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY
NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY
FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND
IRREVOCABLY ACCEPTS FOR ITS AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. EACH CO-ISSUER IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY
JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. EACH CO-ISSUER IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT IT MAY
EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING




25









 






	 	 	 	BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
TO SUCH CO-ISSUER AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS
AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST ANY CO-ISSUER IN ANY OTHER JURISDICTION.






	 	(k)	 	Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions set
forth herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their commercially reasonable
efforts to find and employ an alternative means to achieve the same or substantially
the same result as that contemplated by such term, provision, covenant or restriction.
It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.
	 
	 	(l)	 	Securities Held by the Co-Issuers or Their Affiliates. Whenever the
consent or approval of holders of a specified percentage of Securities is required
hereunder, Securities held by the Co-Issuers or their affiliates (as such term is
defined in Rule 405 under the Securities Act) shall not be counted in determining
whether such consent or approval was given by the holders of such required percentage.
	 
	 	(m)	 	Third Party Beneficiaries. The holders of Securities and Participating
Broker-Dealers are intended third party beneficiaries of this Agreement and this
Agreement may be enforced by such Persons.
	 
	 	(n)	 	Entire Agreement. This Agreement, together with the Purchase
Agreement, the Indenture and the Collateral Agreements, is intended by the parties as a
final and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein and therein and any and all prior
oral or written agreements, representations, or warranties, contracts, understanding,
correspondence, conversations and memoranda between the Initial Purchasers on the one
hand and the Co-Issuers and the Subsidiary Guarantors on the other, or between or among
any agents, representatives, parents, subsidiaries, affiliates, predecessors in
interest or successors in interest with respect to the subject matter hereof and
thereof are merged herein and replaced hereby.






26











 





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




	 	 	 	 	 
	 	CO-ISSUERS:



UNITED MARITIME GROUP, LLC

 	 
	 	By:  	/s/ Sal Litrico
 	 
	 	 	Name:  	Sal Litrico 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	UNITED MARITIME GROUP FINANCE CORP.

 	 
	 	By:  	/s/ Sal Litrico
 	 
	 	 	Name:  	Sal Litrico 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	SUBSIDIARY GUARANTORS:



U.S. UNITED BULK TERMINAL, LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Walter Bromfield
 	 
	 	 	Name:  	Walter Bromfield	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	U.S. UNITED OCEAN SERVICES, LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Walter Bromfield
 	 
	 	 	Name:  	Walter Bromfield	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	UMG TOWING, LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Walter Bromfield
 	 
	 	 	Name:  	Walter Bromfield	 
	 	 	Title:  	Chief Financial Officer 	 
	 



[Signature Page to Registration Rights Agreement]





 









 








	 	 	 	 	 
	 	U.S. UNITED BARGE LINE, LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Walter Bromfield
 	 
	 	 	Name:  	Walter Bromfield	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	U.S. UNITED BULK LOGISTICS, LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Walter Bromfield
 	 
	 	 	Name:  	Walter Bromfield 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	U.S. UNITED OCEAN HOLDING, LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Walter Bromfield
 	 
	 	 	Name:  	Walter Bromfield 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	U.S. UNITED OCEAN HOLDING II, LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Walter Bromfield
 	 
	 	 	Name:  	Walter Bromfield 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	U.S. UNITED INLAND SERVICES, LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Walter Bromfield
 	 
	 	 	Name:  	Walter Bromfield 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	TINA LITRICO, LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Walter Bromfield
 	 
	 	 	Name:  	Walter Bromfield 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



[Signature Page to Registration Rights Agreement]





 









 








	 	 	 	 	 
	 	MARY ANN HUDSON, LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Walter Bromfield
 	 
	 	 	Name:  	Walter Bromfield 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	SHEILA MCDEVITT, LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Walter Bromfield
 	 
	 	 	Name:  	Walter Bromfield 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	MARIE FLOOD, LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Walter Bromfield
 	 
	 	 	Name:  	Walter Bromfield 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



[Signature Page to Registration Rights Agreement]





 









 








ACCEPTED AND AGREED TO:




	 	 	 	 	 
	JEFFERIES & COMPANY, INC.

 	 	 
	By:  	/s/ Hamish W.M. Norton
 	 	 
	 	Name:  	Hamish W.M. Norton 	 	 
	 	Title:  	Managing Director 	 	 
	 
	BANC OF AMERICA SECURITIES LLC

 	 	 
	By:  	/s/ Christopher Kelly Wall
 	 	 
	 	Name:  	Christopher Kelly Wall 	 	 
	 	Title:  	Principal 	 	 
	 
	WELLS FARGO SECURITIES, LLC

 	 	 
	By:  	/s/ Eric H. Schlecs
 	 	 
	 	Name:  	Eric H. Schlecs 	 	 
	 	Title:  	Managing Director 	 	 
	 



[Signature Page to Registration Rights Agreement]




 









 








SCHEDULE I




INITIAL PURCHASERS




Jefferies & Company, Inc



Banc of America Securities LLC



Wells Fargo Securities, LLC



					
	 	 	 	 	 
	 
	 	Schedule I-1
	 	Registration Rights Agreement