Exhibit
4.15


 


 


REGISTRATION RIGHTS AGREEMENT


 


 


Dated as of August 19, 2005



by and among


 


Lehman Brothers Holdings E-Capital Trust I,


 


Lehman Brothers Holdings E-Capital LLC I,


 


Lehman Brothers Holdings Inc.


 


as Issuers


 


 


and


 


 


Lehman Brothers Inc.

Zions Investment Securities, Inc.

SunTrust Capital Markets, Inc.


 


as the Initial Purchasers


 





















 


This Registration Rights Agreement (this “Agreement”)
is dated as of August 19, 2005, by and among Lehman Brothers Holdings Inc., a
Delaware business corporation (the “Company”), Lehman Brothers Holdings
E-Capital Trust I, a Delaware statutory trust (the “Trust”), Lehman
Brothers Holdings E-Capital LLC I, a Delaware limited liability company (the “LLC”)
and Lehman Brothers Inc., Zions Investment Securities, Inc. and SunTrust
Capital Markets, Inc. (each an “Initial Purchaser” and, collectively,
the “Initial
Purchasers”), each of
whom has agreed to purchase the Trust’s Floating Rate Enhanced Capital
Advantaged Preferred Securities (the “Trust Preferred Securities”) pursuant to the Purchase Agreement dated
as of August 12, 2005 by and among the Company, the LLC, the Trust and the
Initial Purchasers (the
“Purchase
Agreement”).


 


In order to induce the Initial Purchasers to purchase the Trust
Preferred Securities, the Company, the LLC and the Trust have agreed to provide
the registration rights set forth in this Agreement.  Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to them in the Declaration of
Trust of the Trust, dated August 19, 2005 (as it may be amended, modified or
supplemented from time to time, the “Declaration of Trust”), by and among the
Company and Barrett DiPaolo, Karen Corrigan and James Killerlane III, as
the initial Regular Trustees (the “Regular Trustees”), JPMorgan Chase
Bank, N.A., as the initial Property Trustee (the “Property Trustee”),
and Chase Bank USA, National Association, as the initial Delaware Trustee, and
by the holders, from time to time, of undivided beneficial interests in the
Trust to be issued pursuant to the Declaration of Trust.


 


The parties hereby agree as follows:


 


SECTION 1.         DEFINITIONS


 


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


 


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


 


Affiliate:  As defined
in Rule 144 of the Act.


 


Agreement:  This Agreement.


 


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


 


Business Day: Any day other than a Saturday or Sunday or a day on which
banking institutions in The City of New York are authorized or required by law,
regulation or executive order to close.


 


Closing Date:  The
date of this Agreement.


 


Commission:  The
U.S. Securities and Exchange Commission.


 


Company:  As defined in the preamble hereof.


 


Company Debenture:  As defined in Section 9.1(a)
of the LLC Agreement.


 





















 


Consummate:  An
Exchange Offer shall be deemed “Consummated” for purposes of this Agreement
upon the occurrence of (a) the filing and effectiveness under the Act of the
Exchange Offer Registration Statement relating to the Exchange Securities to be
issued in the Exchange Offer, (b) the maintenance of such Exchange Offer
Registration Statement continuously effective and the keeping of the Exchange
Offer open for a period not less than the period required pursuant to Section
2(b) hereof and (c) the delivery by the Trust to the Registrar under the
Declaration of Trust of Exchange Trust Preferred Securities in the same
aggregate liquidation amount as the aggregate liquidation amount of Trust
Preferred Securities tendered by Holders thereof pursuant to the Exchange
Offer.


 


Consummation
Deadline:  As
defined in Section 2(b) hereof.


 


Debt Trustee:  JPMorgan Chase Bank, N.A. as
trustee under the Indenture.


 


Declaration of
Trust:  As defined in
the preamble hereof.


 


Effectiveness
Deadline:  Either the Exchange Effectiveness Deadline or
the Shelf Effectiveness Deadline, as applicable.


 


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


 


Exchange Company
Debenture:  The junior subordinated debenture of the
Company due 2035, registered under the Act, to be issued pursuant to the
Indenture in the Exchange Offer, which is identical to the Company Debenture
(and is entitled to the benefits of the Indenture which has been qualified
under the TIA) except that it has been registered pursuant to an effective
registration statement under the Act, does not contain restrictions on
transfers under the Act and does not contain provisions for the additional
interest contemplated in Section 4 hereof.


 


Exchange
Effectiveness Deadline:  As defined in Section 2(a) hereof.


 


Exchange Filing
Deadline:  As defined in Section 2(a) hereof.


 


Exchange LLC
Guarantee:  The LLC
guarantee of the Company, registered under the Act, to be issued in the
Exchange Offer, which is identical to
the LLC Guarantee except that it has been registered pursuant to an effective
registration statement under the Act, does not contain restrictions on
transfers under the Act and does not contain provisions for the additional
interest contemplated in Section 4 hereof.


 


Exchange LLC
Preferred Securities: 
The Preferred Securities of the LLC, registered under the Act, to be
issued pursuant to the LLC Agreement in the Exchange Offer, which are identical to the LLC Preferred
Securities except that they have been registered pursuant to an effective
registration statement under the Act, do not contain restrictions on transfers
under the Act and do not contain provisions for the additional interest
contemplated in Section 4 hereof.


 


Exchange Offer:  The
offer to exchange any and all of the Trust Preferred Securities, the Trust
Guarantee, the LLC Preferred Securities, the LLC Guarantee and the


 


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Company Debenture for a like aggregate
liquidation amount of Exchange Trust Preferred Securities and related Exchange
Trust Guarantee, a like aggregate liquidation preference of Exchange LLC
Preferred Securities and related Exchange LLC Guarantee and a like principal
amount of Exchange Company Debenture.


 


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


 


Exchange
Securities:  The
Exchange Trust Preferred Securities,
the Exchange Trust Guarantee, the Exchange LLC Preferred Securities, the
Exchange LLC Guarantee and the Exchange Company Debenture, collectively.


 


Exchange Trust
Guarantee:  The trust
guarantee of the Company, registered under the Act, to be issued in the
Exchange Offer, which is identical to
the Trust Guarantee except that it has been registered pursuant to an effective
registration statement under the Act, does not contain restrictions on
transfers under the Act and does not contain provisions for the additional
interest contemplated in Section 4 hereof.


 


Exchange Trust
Preferred Securities:  The preferred securities of the Trust due
2065, registered under the Act, to be issued in the Exchange Offer, which are
identical to the Trust Preferred Securities (and are entitled to the benefits
of the Declaration of Trust, which will have been qualified under the TIA)
except that they have been registered pursuant to an effective registration
statement under the Act, do not contain restrictions on transfers under the Act
and do not contain provisions for the additional interest contemplated in
Section 4 hereof.


 


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


 


Filing Deadline: 
Either the Exchange Filing Deadline or the Shelf Filing Deadline, as
applicable.


 


Holders:  A
Person is deemed to be a Holder of Transfer Restricted Securities whenever such
Person owns Transfer Restricted Securities.


 


Indemnified Party:  As defined in Section 7(c) hereof.


 


Indemnifying Party:
As defined in Section 7(c) hereof.


 


Indenture: The Indenture dated as of February 1, 1996 between the Company and
JPMorgan Chase Bank, N.A. (as successor to Chase Manhattan Bank, N.A. (formerly
known as Chemical Bank)), as amended and supplemented from time to time,
including by the Eighth Supplemental Indenture dated as of the Closing Date
between the Company and JPMorgan Chase Bank, N.A.


 


Initial Purchaser or Initial Purchasers: 
As defined in the preamble hereof.


 


Interest Payment
Date:  As defined in the Securities and the Exchange
Securities.


 


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LLC:  As defined in the preamble hereof.


 


LLC Agreement:  The Limited Liability Company Agreement of
the LLC dated as of the Closing Date between the Company and the Trust, as
amended, modified or supplemented from time to time.


 


LLC Guarantee:  The LLC Guarantee Agreement dated as of the
Closing Date between the Company, as guarantor, and JPMorgan Chase Bank, N.A.,
as LLC Guarantee Trustee, in favor of the holders of LLC Preferred Securities,
as amended, modified or supplemented from time to time.


 


LLC Preferred Securities:  The Preferred Securities
of the LLC, as defined in Section 1.1 of the LLC Agreement.


 


Person:  As
defined in the Declaration of Trust.


 


Property Trustee:  As defined in the preamble hereof.


 


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


 


Purchase Agreement:  As defined in the preamble hereof.


 


Recommencement
Date:  As defined in Section 5(e) hereof.


 


Registration
Default:  As defined in Section 4 hereof.


 


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


 


Regular Trustee:  As defined in the preamble hereof.


 


Regulation S: 
Regulation S promulgated under the Act.


 


Rule 144:  Rule
144 promulgated under the Act.


 


Securities:
The Trust Preferred Securities, the
Trust Guarantee, the LLC Preferred Securities, the LLC Guarantee and the
Company Debenture, collectively.


 


Shelf
Effectiveness Deadline:  As defined in Section 3(a) hereof.


 


Shelf Filing
Deadline:  As defined in Section and 3(a) hereof.


 


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Shelf Registration
Statement:  As defined in Section 3(a) hereof.


 


Suspension Notice:  As
defined in Section 5(e) hereof.


 


TIA:  The
U.S. Trust Indenture Act of 1939 (15 U.S.C. 
Section 77aaa-77bbbb) as in effect on the date of the Indenture.


 


Trust:  As defined in the preamble hereof.


 


Trust Guarantee:  The Trust Guarantee Agreement dated as of the Closing Date between the Company, as guarantor, and JPMorgan Chase Bank,
N.A., as Trust Guarantee Trustee, for the benefit of the Holders of the Trust
Securities, as amended, modified or supplemented from time to time.


 


Trust Preferred
Securities:  As defined
in the preamble hereof.


 


Transfer Restricted
Securities:  (a) Each Trust Preferred Security (and the
related Trust Guarantee, LLC Preferred Security and LLC Guarantee, and like
principal amount of the Company Debenture), until the earliest to occur of (i)
the date on which such Trust Preferred Security has been exchanged by a Person
other than a Broker-Dealer for an Exchange Trust Preferred Security in the
Exchange Offer and is entitled to be resold to the public by such Person
without complying with the prospectus delivery requirements of the Act, (ii)
the date on which such Trust Preferred Security has been effectively registered
under the Act and disposed of in accordance with the Shelf Registration
Statement, or (iii) the date on which such Trust Preferred Security is eligible
to be distributed to the public pursuant to Rule 144 under the Act, and (b)
each Exchange Trust Preferred Security acquired by a Broker-Dealer in the
Exchange Offer of a Trust Preferred Security for such Exchange Trust Preferred
Security, until the date on which such Exchange Trust Preferred Security is
sold to a purchaser who receives from such Broker-Dealer on or prior to the
date of such sale a copy of the Prospectus contained in the Exchange Offer
Registration Statement.


 


SECTION 2.         REGISTERED
EXCHANGE OFFER


 


(a)                                  Unless the Exchange Offer shall
not be permitted by applicable federal law (after the procedures set forth in
Section 5(a)(i) below have been complied with), the Company, the Trust and the
LLC shall (i) cause the Exchange Offer Registration Statement to be filed with
the Commission as soon as practicable after the Closing Date, but in no event
later than 180 days after the Closing Date (such 180th day being the
“Exchange Filing Deadline”), (ii) use their commercially reasonable efforts to cause
such Exchange Offer Registration Statement to become effective at the earliest
possible time, but in no event later than 270 days after the Closing Date (such
270th day being the “Exchange Effectiveness Deadline”), (iii) in
connection with the foregoing, (A) file all pre-effective amendments to such
Exchange Offer Registration Statement as may be necessary in order to cause it
to become effective, (B) file, if applicable, a post-effective amendment to
such Exchange Offer Registration Statement pursuant to Rule 430A under the Act
and (C) cause all necessary
filings, if any, in connection with the registration and qualification of the
Exchange Securities to be made under the blue sky laws of such jurisdictions as
are necessary to permit Consummation of the Exchange Offer, and (iv) upon the
effectiveness of such Exchange Offer Registration Statement, commence and
Consummate the Exchange


 


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Offer. 
The Exchange Offer shall be on the appropriate form permitting (I)
registration of the Exchange Securities to be offered in exchange for the
Transfer Restricted Securities and (II) resales of Exchange Securities by any
Broker-Dealer that tendered into the Exchange Offer Securities that such
Broker-Dealer acquired for its own account as a result of market making
activities or other trading activities (other than Securities acquired directly
from the Company or any of its Affiliates) as contemplated by Section 2(c)
below.


 


(b)                                 The Company, the Trust and the
LLC shall use their commercially reasonable efforts to cause the Exchange Offer
Registration Statement to be effective continuously, and shall keep the
Exchange Offer open for a period of not less than the minimum period required
under applicable federal and state securities laws to Consummate the Exchange
Offer; provided, however, that in no event shall such
period be less than 20 business days. 
The Company, the Trust and the LLC shall cause the Exchange Offer to
comply with all applicable federal and state securities laws.  No securities other than the Exchange
Securities shall be included in the Exchange Offer Registration Statement.  The Company, the Trust and the LLC shall use
their commercially reasonable efforts to cause the Exchange Offer to be Consummated
on the earliest practicable date after the Exchange Offer Registration
Statement has become effective and to issue, within 30 days after the effective
date of the Exchange Offer Registration Statement or longer only if required by
federal or state securities laws, the Exchange Securities in exchange for all
Securities tendered in the Exchange Offer (the “Consummation Deadline”).


 


(c)                                  The Company, the Trust and the
LLC shall include a “Plan of Distribution” section in the Prospectus contained
in the Exchange Offer Registration Statement and indicate therein that any
Broker-Dealer who holds Transfer Restricted Securities that were acquired for
the account of such Broker-Dealer as a result of market-making activities or
other trading activities (other than Securities acquired directly from the
Company or any of its Affiliates) may exchange such Transfer Restricted
Securities pursuant to the Exchange Offer. 
Such “Plan of Distribution” section shall also contain all other
information with respect to such sales by such Broker-Dealers that the
Commission may require in order to permit such sales pursuant thereto, but such
“Plan of Distribution” shall not name any such Broker-Dealer or disclose the
amount of Transfer Restricted Securities held by any such Broker-Dealer, except
to the extent required by the Commission as a result of a change in policy,
rules or regulations after the date of this Agreement.


 


Because such Broker-Dealer may be deemed to be an “underwriter” within
the meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Exchange
Securities received by such Broker-Dealer in the Exchange Offer, the Company,
the Trust and the LLC shall permit the use of the Prospectus contained in the
Exchange Offer Registration Statement by such Broker-Dealer to satisfy such
prospectus delivery requirement.  To the
extent necessary to ensure that the Prospectus contained in the Exchange Offer
Registration Statement is available for sales of Exchange Securities by Broker-Dealers,
the Company, the Trust and the LLC agree to use their commercially reasonable
efforts to keep the Exchange Offer Registration Statement continuously
effective, supplemented, amended and current as required by and subject to the
provisions of Section 5(a) and (c) hereof and in conformity with the
requirements of this Agreement, the Act and the policies, rules and regulations
of the Commission as announced from time to time, for a period of one year from
the date on which the Exchange Offer is Consummated or such shorter period as
will terminate when


 


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all Transfer Restricted Securities covered by
such Registration Statement have been sold pursuant thereto.  The Company, the Trust and the LLC shall provide
sufficient copies of the latest version of such Prospectus to such
Broker-Dealers, promptly upon request, and in no event later than one day after
such request, at any time during such period.


 


SECTION 3.         SHELF
REGISTRATION


 


(a)                                  Shelf Registration.  If (i) the Exchange Offer is not permitted by
applicable law or Commission policy (after the Company, the Trust and the LLC
have complied with the procedures set forth in Section 5(a)(i) hereof) or (ii)
any Holder of Transfer Restricted Securities shall notify the Trust prior to
the 20th business day following the Consummation of the Exchange
Offer that (A) such Holder was prohibited by applicable law or Commission
policy from participating in the Exchange Offer or (B) such Holder may not
resell the Exchange Securities acquired by it in the Exchange Offer to the
public without delivering a prospectus and the Prospectus contained in the
Exchange Offer Registration Statement is not appropriate or available for such
resales by such Holder or (C) such
Holder is a Broker-Dealer and holds Securities acquired directly from the
Company or any of its Affiliates, then the Company, the Trust and the LLC
shall:


 


(I)                                    cause
to be filed, on or prior to 30 days after the earlier of (x) the date on which
the Trust determines that the Exchange Offer Registration Statement cannot be
filed as a result of clause (a)(i) of
this Section 3 and (y) the date on which the Trust receives the notice
specified in clause (a)(ii) of this Section 3 (the 30th day after
such earlier date, the “Shelf Filing Deadline”), a shelf registration statement pursuant
to Rule 415 under the Act (which may be an amendment to the Exchange Offer
Registration Statement) (the “Shelf Registration
Statement”), relating
to all Transfer Restricted Securities; and


 


(II)                                use
their commercially reasonable efforts to cause such Shelf Registration
Statement to become effective at the earliest possible time, but in no event
later than on or prior to 270 days after the Shelf Filing Deadline (such 270th day the “Shelf Effectiveness Deadline”).


 


If, after the Company, the Trust and the LLC have filed an Exchange
Offer Registration Statement that satisfies the requirements of Section 2(a)
above, the Company, the Trust and the LLC are required to file and make
effective a Shelf Registration Statement solely because the Exchange Offer is
not permitted under applicable federal law or Commission policy (pursuant to clause (a)(i) of this
Section 3), then the filing of the Exchange Offer Registration Statement shall
be deemed to satisfy the requirements of clause (I) above; provided that, in such event, the Company,
the Trust and the LLC shall remain obligated to meet the Shelf Effectiveness
Deadline.


 


To the extent necessary to ensure that the Shelf Registration Statement
is available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 3(a), the Company, the Trust and the
LLC shall use their commercially reasonable efforts to keep any Shelf
Registration Statement required by this Section 3(a) continuously effective,
supplemented, amended and current as required by and subject to the provisions
of Sections 5(b) and (c) hereof and in conformity with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, for a


 


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period of at least two years (as extended
pursuant to Section 5(c)(i) hereof) following the Closing Date, or such shorter
period as will terminate when all Transfer Restricted Securities covered by
such Shelf Registration Statement have been sold pursuant thereto.


 


(b)                                 Provision by Holders of Certain
Information in Connection with the Shelf Registration Statement.  No Holder of Transfer Restricted Securities
may include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein.  No Holder of Transfer Restricted Securities
shall be entitled to additional interest pursuant to Section 4 hereof unless
and until such Holder shall have provided all such information.  By its acceptance of Transfer Restricted
Securities, each Holder agrees to promptly furnish additional information
required to be disclosed in order to make the information previously furnished
to the Company by such Holder not materially misleading.


 


SECTION 4.         ADDITIONAL
INTEREST


 


If (a) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (b)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (c) the
Exchange Offer has not been Consummated on or prior to the Consummation
Deadline or (d) any Registration Statement required by this Agreement is filed
and declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within two business
days by a post-effective amendment to such Registration Statement that cures
such failure and that is itself declared effective within five business days of
filing such post-effective amendment to such Registration Statement (each such
event referred to in clauses (a) through (d), a “Registration Default”), then
the Company agrees that it will pay additional interest on the Company
Debenture at a rate of 0.25% per annum. 
Additional interest may be deferred at the option of the Company in
compliance with the provisions of the Indenture relating to interest
payments.  Notwithstanding anything to
the contrary set forth herein, (i) upon filing of the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement),
in the case of (a) above, (ii) upon the effectiveness of the Exchange Offer
Registration Statement (and/or, if applicable the Shelf Registration
Statement), in the case of (b) above, (iii) upon Consummation of the Exchange
Offer, in the case of (c) above, or (iv) upon the filing of a post-effective
amendment to the Registration Statement or an additional Registration Statement
that causes the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement) to again be declared effective or made
usable, in the case of (d) above, the additional interest payable with respect
to the Company Debenture as a result of such clause (a), (b), (c) or (d), as
applicable, shall cease.


 


All accrued additional interest shall be paid on the Company Debenture,
in the manner provided for the payment of interest in the Indenture, on each
Interest Payment Date, as more fully set forth in the Indenture, the Company
Debenture and the Exchange Company Debenture. 
Notwithstanding the fact that the Company Debenture ceases to be a Transfer
Restricted Security, all obligations of the Company to pay additional interest
with respect to the


 


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Company Debenture shall survive until such
time as such obligations with respect to the Company Debenture shall have been
satisfied in full.


 


SECTION 5.         REGISTRATION
PROCEDURES


 


(a)                                  Exchange Offer Registration
Statement.  In connection with the Exchange Offer, the
Company, the Trust and the LLC shall (i) comply with all applicable provisions
of Section 5(c) below, (ii) use their commercially reasonable efforts to effect
such exchange and to permit the resale of Exchange Securities by any
Broker-Dealer that tendered Securities in the Exchange Offer that such
Broker-Dealer acquired for its own account as a result of its market making
activities or other trading activities (other than Securities acquired directly
from the Company, the Trust, the LLC or any of their Affiliates) being sold in
accordance with the intended method or methods of distribution thereof, and
(iii) comply with all of the following provisions:


 


(A)                              If,
following the date hereof there has been announced a change in Commission
policy with respect to exchange offers such as the Exchange Offer, that in the
reasonable opinion of counsel to the Company raises a substantial question as
to whether the Exchange Offer is permitted by applicable federal law, the
Company, the Trust and the LLC hereby agree to seek a no-action letter or other
favorable decision from the Commission allowing the Company, the Trust and the
LLC to Consummate an Exchange Offer for
such Transfer Restricted Securities.  The
Company, the Trust and the LLC hereby agree to pursue the issuance of such a
decision to the Commission staff level. 
In connection with the foregoing, the Company, the Trust and the LLC
hereby agree to take all such other actions as may be requested by the
Commission or otherwise required in connection with the issuance of such
decision, including without limitation (I) participating in telephonic conferences
with the Commission staff, (II) delivering to the Commission staff an analysis
prepared by counsel to the Trust setting forth the legal bases, if any, upon
which such counsel has concluded that such an Exchange Offer should be
permitted and (III) diligently pursuing a resolution (which need not be
favorable) by the Commission staff.


 


(B)                                As
a condition to its participation in the Exchange Offer, each Holder of Transfer
Restricted Securities (including, without limitation, any Holder who is a
Broker-Dealer) shall furnish, upon the request of the Company, prior to the
Consummation of the Exchange Offer, a written representation to the Company,
the Trust and the LLC (which may be contained in the letter of transmittal
contemplated by the Exchange Offer Registration Statement) to the effect that
(I) it is not an Affiliate of the Company, the Trust or the LLC, (II) it is not
engaged in, and does not intend to engage in, and has no arrangement or
understanding with any person to participate in, a distribution of the Exchange
Securities to be issued in the Exchange Offer and (III) it is acquiring the
Exchange Securities in its ordinary course of business.  Each Holder using the Exchange Offer to
participate in a distribution of the Exchange Securities will be required to
acknowledge and agree that, if the resales are of Exchange Securities obtained
by such Holder in exchange for Securities acquired directly from the Trust, it
(1) could not, under Commission policy as in effect on the date of this
Agreement, rely on the position of the Commission enunciated in Morgan
Stanley and Co., Inc. (available June 5, 1991) and 


 


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Exxon Capital
Holdings Corporation (available May 13, 1988), as
interpreted in the Commission’s letter to Shearman & Sterling dated
July 2, 1993, and similar no-action letters (including, if applicable, any
no-action letter obtained pursuant to clause (A) above), and (2) must comply
with the registration and prospectus delivery requirements of the Act in
connection with a secondary resale transaction and that such a secondary resale
transaction must be covered by an effective Registration Statement containing
the selling security holder information required by Item 507 or 508, as
applicable, of Regulation S-K.


 


(C)                                Prior
to effectiveness of the Exchange Offer Registration Statement, the Company, the
Trust and the LLC shall provide a supplemental letter to the Commission (I)
stating that the Company, the Trust and the LLC are registering the Exchange
Offer in reliance on the position of the Commission enunciated in Exxon
Capital Holdings Corporation (available May 13, 1988), Morgan Stanley
and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s
letter to Shearman & Sterling dated July 2, 1993, and, if
applicable, any no-action letter obtained pursuant to clause (A) above, (II)
including a representation that neither of the Company, the Trust or the LLC
has entered into any arrangement or understanding with any Person to distribute
the Exchange Securities to be received in the Exchange Offer and that, to the
best of the Company’s, the Trust’s and the LLC’s information and belief, each
Holder participating in the Exchange Offer is acquiring the Exchange Securities
in its ordinary course of business and has no arrangement or understanding with
any Person to participate in the distribution of the Exchange Securities
received in the Exchange Offer and (III) any other undertaking or
representation required by the Commission as set forth in any no-action letter
obtained pursuant to clause (A) above, if applicable.


 


(b)                                 Shelf Registration Statement.  In connection with the Shelf Registration
Statement, the Company, the Trust and the LLC shall comply with all the
provisions of Section 5(c) and (d) below and use their commercially reasonable
efforts to effect such registration to permit the resale or sale of the
Transfer Restricted Securities in accordance with the intended method or
methods of distribution thereof (as indicated in the information furnished to
the Trust pursuant to Section 3(b) hereof), and pursuant thereto the Company,
the Trust and the LLC will prepare and file with the Commission a Registration
Statement relating to the registration on any appropriate form under the Act,
which form shall be available for the sale of the Transfer Restricted
Securities in accordance with the intended method or methods of distribution
thereof within the time periods and otherwise in accordance with the provisions
hereof; and


 


(c)                                  General Provisions.  In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Company, the Trust
and the LLC shall:


 


(i)                                     use
their commercially reasonable efforts to keep such Registration Statement
continuously effective and provide all requisite financial statements for the
period specified in Section 2 or 3 hereof, as applicable.  Upon the occurrence of any event that would
cause any such Registration Statement or the Prospectus contained therein (A)
to contain an untrue statement of material fact or omit to state any material
fact necessary to make the statements therein not misleading or (B) not to be
effective and usable for resale of Transfer Restricted Securities during the
period required by this Agreement, the Company, the Trust and


 


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the LLC shall file promptly an appropriate
amendment to such Registration Statement curing such defect, and, if Commission
review is required, use their commercially reasonable efforts to cause such
amendment to be declared effective as soon as practicable.  If at any time the Commission shall issue any
stop order suspending the effectiveness of any Registration Statement, or any
state securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or blue sky laws, the Company, the
Trust and the LLC shall use their commercially reasonable efforts to obtain the
withdrawal or lifting of such order at the earliest possible time;


 


(ii)                                  prepare
and file with the Commission such amendments and post-effective amendments to
the applicable Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period set forth in Section
2 or 3 hereof, as the case may be; cause the Prospectus to be supplemented by
any required Prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, as
applicable, under the Act in a timely manner; and comply with the provisions of
the Act with respect to the disposition of all Securities covered by such
Registration Statement during the applicable period in accordance with the intended
method or methods of distribution by the sellers thereof set forth in such
Registration Statement or supplement to the Prospectus;


 


(iii)                             in
connection with any sale of Transfer Restricted Securities that will result in
such Securities no longer being Transfer Restricted Securities, cooperate with
the Holders to facilitate the timely preparation and delivery of certificates
representing Transfer Restricted Securities to be sold and not bearing any
restrictive legends; and to register such Transfer Restricted Securities in
such denominations and such names as the selling Holders may request at least
two business days prior to such sale of Transfer Restricted Securities;


 


(iv)                            use
their commercially reasonable efforts to cause the disposition of the Transfer
Restricted Securities covered by the Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be
necessary to enable the seller or sellers thereof to consummate the disposition
of such Transfer Restricted Securities; provided, however, that neither of the Company, the Trust or the LLC shall be required
to register or qualify as a foreign corporation where it is not now so
qualified or to take any action that would subject it to the service of process
in suits or to taxation, other than as to matters and transactions relating to
the Registration Statement, in any jurisdiction where it is not now so subject;


 


(v)                                 provide
a CUSIP number for all Transfer Restricted Securities not later than the effective
date of a Registration Statement covering such Transfer Restricted Securities
and provide the Property Trustee with certificates for the Transfer Restricted
Securities that are in a form eligible for deposit with The Depository Trust
Company;


 


(vi)                              otherwise
use their commercially reasonable efforts to comply with all applicable rules
and regulations of the Commission, and make generally available to the security
holders with regard to any applicable Registration Statement, as soon as
practicable, the consolidated earnings statement of the Company meeting the
requirements of Rule 158 (which 


 


11





















 


need not be audited) covering a twelve-month
period beginning after the effective date of the registration statement (as
such term is defined in paragraph (c) of Rule 158 under the Act); and


 


(vii)                           cause
the Declaration of Trust, the LLC Agreement (if required by the Commission),
the Indenture, the Trust Guarantee and the LLC Guarantee to be qualified under
the TIA not later than the effective date of the first Registration Statement
required by this Agreement and, in connection therewith, cooperate with the
Trustee and the Holders to effect such changes to the Declaration of Trust, the
LLC Agreement and/or the Indenture as may be required for such Declaration of
Trust, LLC Agreement and Indenture to be so qualified in accordance with the
terms of the TIA; and execute and use their commercially reasonable efforts to
cause the Debt Trustee, the Regular Trustees, the Managing Member or such other
parties as may be necessary to execute all documents that may be required to
effect such changes and all other forms and documents required to be filed with
the Commission to enable such Declaration of Trust, the LLC Agreement and the
Indenture to be so qualified in a timely manner.


 


(d)                                 Additional Provisions Applicable
to Shelf Registration Statements and Certain Exchange Offer Prospectuses.  In connection with each Shelf Registration
Statement, and each Exchange Offer Registration Statement if and to the extent
that an Initial Purchaser has notified the Trust that it is a holder of
Exchange Securities that are Transfer Restricted Securities (for so long as
such Exchange Securities are Transfer Restricted Securities or for the period
provided in Section 2 hereof, whichever is shorter), the Company, the Trust and
the LLC shall:


 


(i)                                     advise
each Holder promptly and, if requested by such Holder, confirm such advice in
writing, (A) when the Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to any such Registration Statement
or any post-effective amendment thereto, when the same has become effective,
(B) of any request by the Commission for amendments to the Registration Statement
or amendments or supplements to the Prospectus or for additional information
relating thereto, (C) of the
issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement under the Act or of the suspension by any state
securities commission of the qualification of the Transfer Restricted
Securities for offering or sale in any jurisdiction, or the initiation of any
proceeding for any of the preceding purposes, (D) of the existence of any fact
or the happening of any event that makes any statement of a material fact made
in the Registration Statement, the Prospectus, any amendment or supplement
thereto or any document incorporated by reference therein untrue, or that
requires the making of any additions to or changes in the Registration
Statement in order to make the statements therein not misleading, or that
requires the making of any additions to or changes in the Prospectus in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading;


 


(ii)                                  if
any fact or event contemplated by Section 5(d)(i)(D) above shall exist or have
occurred, prepare a supplement or post-effective amendment to any such
Registration Statement or related Prospectus or any document incorporated therein
by reference or file any other required document so that, as thereafter
delivered to the purchasers of Transfer Restricted Securities, the Prospectus
will not contain an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;


 


12


















 


(iii)                               furnish
to each Holder in connection with such exchange or sale, if any, before filing
with the Commission, copies of any such Registration Statement or any
Prospectus included therein (except the Prospectus included in the Exchange
Offer Registration Statement at the time it was declared effective) or any
amendments or supplements to any such Registration Statement or Prospectus
(including all documents incorporated by reference after the initial filing of
such Registration Statement), which documents will be subject to the review and
comment of such Holders in connection with such sale, if any, for a period of
at least five business days, and the Company, the Trust and the LLC will not
file any such Registration Statement or Prospectus or any amendment or
supplement to any such Registration Statement or Prospectus (including all such
documents incorporated by reference) to which such Holders shall reasonably
object within five business days after the receipt thereof a Holder shall be
deemed to have reasonably objected to such filing if such Registration
Statement, amendment, Prospectus or supplement, as applicable, as proposed to
be filed, contains an untrue statement of a material fact or omits to state any
material fact necessary to make the statements therein not misleading or fails
to comply with the applicable requirements of the Act;


 


(iv)                              provide
to any of (A) the Holder of Transfer Restricted Securities to be included
in any such Registration Statement or Prospectus, (B) any underwriter,
sales or placement agent, if any for such Transfer Restricted Securities, (C) counsel
for such underwriter or agent and (D) not more than one counsel for all
such Holders, each who so requests of the Company in writing, the opportunity
to participate in the preparation of such Registration Statement or Prospectus
and each amendment or supplement thereto;


 


(v)                                 for
a reasonable period prior to the filing of any such Registration Statement or
Prospectus, and throughout the period specified in Section 3(a), make available
at reasonable times at the Company’s principal place of business or such other
reasonable place for inspection by each of the persons listed in Section 5(d)(iv) hereof,
who shall certify that they have a current intention to exchange or sell, as
applicable, the Transfer Restricted Securities pursuant to any such
Registration Statement or Prospectus, such financial and other information and
books and records of the Company, and cause the officers, employees, counsel
and independent certified public accountants of the Company, the LLC and the
Trust to respond to such inquiries, as shall be reasonably necessary to conduct
a reasonable investigation within the meaning of Section 11 of the
Securities Act; provided, however,
that each such party shall be required to maintain in confidence and not to
disclose to any other person any information or records reasonably designated
by the Company, the LLC or the Trust in writing as being confidential, until
such time as (A) such information becomes a matter of public record
(whether by virtue of its inclusion in such registration statement or
otherwise), or (B) such person shall be required so to disclose such
information pursuant to a subpoena or order of any court or other governmental
agency or body having jurisdiction over the matter (subject to the requirements
of such order, and only after such person shall have given the Company, the LLC
and the Trust prompt prior written notice of such requirement), or (C) such
information is required to be set forth in any such Registration Statement or
Prospectus included therein or in an amendment or supplement to such
Registration Statement or Prospectus in order that such Registration Statement,
Prospectus, amendment or supplement, as the case may be, does not contain an untrue
statement of a material fact or omit to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing;


 


13





















 


(vi)                              if
requested by any Holders in connection with such exchange or sale, promptly
include in any such Registration Statement or Prospectus, pursuant to a
supplement or post-effective amendment if necessary, such information as is
required by the applicable rules and regulations of the Commission and as
such Holders may reasonably request to have included therein, including,
without limitation, information relating to the “Plan of Distribution” of the
Transfer Restricted Securities; and make all required filings of such
Prospectus supplement or post-effective amendment as soon as practicable after
any of the Company, the Trust or the LLC is notified of the matters to be
included in such Prospectus supplement or post-effective amendment;


 


(vii)                           furnish
without charge to each Holder in connection with such exchange or sale without
charge, at least one copy of any such Registration Statement, as first filed
with the Commission, and of each amendment thereto, including all documents
incorporated by reference therein and all exhibits (including exhibits
incorporated therein by reference);


 


(viii)                        deliver
to each Holder without charge, such number of copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement thereto
as such Holder reasonably may request in order to facilitate the offering and
disposition of the Transfer Restricted Securities subject to such Prospectus;
the Company, the Trust and the LLC hereby consent to the use (in accordance
with law) of the Prospectus and any amendment or supplement thereto by each
selling Holder in connection with the offering and the sale of the Transfer
Restricted Securities covered by the Prospectus or any amendment or supplement
thereto;


 


(ix)                                enter
into one or more underwriting agreements, engagement letters, agency
agreements, “best efforts” underwriting agreements or similar agreements, as
appropriate, including customary provision agreed to by the Company, the LLC
and the Trust relating to indemnification and contribution, and take such other
actions in connection therewith as any holders of Transfer Restricted
Securities aggregating at least 33% in aggregate principal amount of the
Transfer Restricted Securities at the time outstanding shall reasonably request
in order to expedite or facilitate the disposition of such Transfer Restricted
Securities; provided, that the
Company, the LLC and the Trust shall not be required to enter into any such
agreement more than once with respect to all of the Transfer Restricted
Securities and may delay entering into such agreement until the consummation of
any underwritten public offering which the Company, the LLC and/or the Trust
shall have then undertaken;


 


(x)                                   whether
or not an agreement of the type referred to in Section 5(d)(ix) hereof
is entered into and whether or not any portion of the offering contemplated by
any such Registration Statement or Prospectus is an underwritten offering or is
made through a placement or sales agent or any other entity, the Company, the
Trust and the LLC shall:


 


(A)                              make such representations and warranties to
the Holders and the placement or sales agent, if any, therefor and the
underwriters, if any, thereof in form, substance and scope as are customarily
made by the Company, the LLC or the Trust in


 


14





















 


connection
with an offering of debt securities pursuant to any appropriate agreement or to
a registration statement filed on the form applicable to the Shelf
Registration;


 


(B)                                obtain opinions of counsel to the Company, the
Trust and the LLC in customary form and
covering the matters set forth
in Section 8(b), (c) and
(d) of the Purchase Agreement or as any holders of at least 25% in
aggregate liquidation amount of the Transfer Restricted Securities at the time
outstanding may reasonably request, addressed to such holder or holders and the
placement or sales agent, if any, therefor and the underwriters, if any,
thereof and dated the date of Consummation of the Exchange Offer or the date of
effectiveness of the Shelf Registration Statement, as the case may be;


 


(C)                                obtain a customary comfort letter dated the
date of the Consummation of the Exchange Offer, or as of the date of
effectiveness of the Shelf Registration Statement, as the case may be, from the
Company’s, Trust’s and LLC’s independent accountants, in customary form and
covering such matters of the type customarily covered by letters of such type
in public offerings of debt securities of the Company and affirming the matters
set forth in the comfort letters delivered pursuant to Section 8(i) of
the Purchase Agreement;


 


(D)                               deliver such documents and certificates as
may be reasonably requested by any Holders of at least 25% in aggregate
liquidation amount of the Transfer Restricted Securities at the time outstanding
or the placement or sales agent, if any, therefor and the managing
underwriters, if any, thereof to evidence the accuracy of the representations
and warranties made pursuant to clause (A) above and the compliance with
or satisfaction of any agreements or conditions contained in the underwriting
agreement or other agreement entered into by the Company, the LLC or the Trust,
as applicable;


 


(xi)                                prior
to any public offering of Transfer Restricted Securities, cooperate with the
selling Holders and their counsel in connection with the registration and
qualification of the Transfer Restricted Securities under the securities or
blue sky laws of such jurisdictions as the selling Holders may request and do
any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Transfer Restricted Securities covered
by the any such Registration Statement; provided, however, that neither of the Company, the Trust or the LLC shall be required
to register or qualify as a foreign corporation where it is not now so
qualified or to take any action that would subject it to the service of process
in suits or to taxation, other than as to matters and transactions relating to
the Registration Statement, in any jurisdiction where it is not now so subject;
and


 


(xii)                             provide
promptly to each Holder, upon request, each document filed with the Commission
pursuant to the requirements of Section 13 or Section 15(d) of
the Exchange Act.


 


(e)                                  Restrictions on Holders.  Each Holder’s acquisition of a Transfer
Restricted Security constitutes such Holder’s agreement that, upon receipt of
the notice referred to in Section 5(d)(i)(C) or any notice from the
Trust of the existence of any fact of the kind described in Section 5(d)(i)(D) hereof
(in each case, a “Suspension Notice”), such Holder
will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable


 


15





















 


Registration Statement until (i) such Holder has received copies
of the supplemented or amended Prospectus contemplated by Section 5(d)(ii) hereof,
or (ii) such Holder is advised in writing by the Company, the Trust or the
LLC that the use of the Prospectus may be resumed, and has received copies of
any additional or supplemental filings that are incorporated by reference in
the Prospectus (in each case, the “Recommencement Date”).  Each Holder receiving
a Suspension Notice shall be required to either (I) destroy any Prospectuses,
other than permanent file copies, then in such Holder’s possession that have
been replaced by the Company, the Trust or the LLC, as applicable, with a more
recently dated Prospectus or (II) deliver to the Company, the Trust or the LLC
(at the Company’s expense) all copies, other than permanent file copies, then
in such Holder’s possession of the Prospectuses covering such Transfer
Restricted Securities that was current at the time of receipt of the Suspension
Notice.  The time period regarding the
effectiveness of such Registration Statement set forth in Section 2 or 3
hereof, as applicable, shall be extended by a number of days equal to the
number of days in the period from and including the date of delivery of the
Suspension Notice to the date of delivery of the Recommencement Date.


 


SECTION 6.         REGISTRATION EXPENSES


 


(a)                                  All expenses incident to the
performance of or compliance with this Agreement by the Company, the Trust and
the LLC will be borne by the Company regardless of whether a Registration
Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses; (ii) all fees and expenses of
compliance with federal securities and state blue sky or securities laws; (iii) all
expenses of printing (including certificates for the Exchange Securities to be
issued in the Exchange Offer and printing of Prospectuses), messenger and
delivery services and telephone; (iv) all fees and disbursements of
counsel for the Company, the Trust and the LLC and one counsel for the Holders
of Transfer Restricted Securities (which shall be Simpson Thacher &
Bartlett LLP or such other counsel as may be selected by a majority of such
Holders); (v) all application and filing fees in connection with listing
the Exchange Securities on a national securities exchange or automated
quotation system pursuant to the requirements hereof; and (vi) all fees
and disbursements of independent certified public accountants of the Company,
the Trust and the LLC (including the expenses of any special audit and comfort
letters required by or incident to such performance).


 


The Company will, in any
event, bear its, the Trust’s and the LLC’s internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and
the fees and expenses of any Person, including special experts, retained by the
Company, the Trust or the LLC.


 


(b)                                 In connection with any
Registration Statement required by this Agreement (including, without
limitation, the Exchange Offer Registration Statement and the Shelf
Registration Statement), the Company will reimburse the Initial Purchasers and
the Holders of Transfer Restricted Securities who are tendering Securities into
in the Exchange Offer and/or selling or reselling Securities or Exchange
Securities pursuant to the “Plan of Distribution” contained in the Exchange
Offer Registration Statement or the Shelf Registration Statement, as
applicable, for the reasonable fees and disbursements of not more than one
counsel (who shall be Simpson Thacher & Bartlett LLP unless another
firm shall be chosen by the Holders of a


 


16





















 


majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being
prepared).


 


SECTION 7.         INDEMNIFICATION


 


(a)                                  The Company agrees to indemnify
and hold harmless each Holder, its directors, officers and each Person, if any,
who controls such Holder (within the meaning of Section 15 of the Act or Section 20
of the Exchange Act), from and against any and all losses, claims, damages,
liabilities or judgments (including without limitation, any legal or other
expenses incurred in connection with investigating or defending any matter,
including any action that could give rise to any such losses, claims, damages,
liabilities or judgments) caused by any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement,
preliminary prospectus or Prospectus (or any amendment or supplement thereto)
provided by the Company, the Trust or the LLC to any Holder or any prospective
purchaser of Exchange Securities or registered Securities, or caused by any
omission alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or judgments are
caused by an untrue statement or omission or alleged untrue statement or
omission that is based upon information relating to any of the Holders
furnished in writing to the Company, the Trust or the LLC by any of the
Holders.


 


(b)                                 By its acquisition of Transfer
Restricted Securities, each Holder of Transfer Restricted Securities agrees,
severally and not jointly, to indemnify and hold harmless the Company, the
Trust and the LLC, and their respective trustees, managing members, directors
and officers, and each person, if any, who controls (within the meaning of Section 15
of the Act or Section 20 of the Exchange Act) the Company, the Trust or
the LLC to the same extent as the foregoing indemnity from the Company, the
Trust and the LLC set forth in Section 7(a) hereof, but only with
reference to information relating to such Holder furnished in writing to the
Company, the Trust or the LLC by such Holder expressly for use in any
Registration Statement.  In no event
shall any Holder, its directors, officers or any Person who controls such
Holder be liable or responsible for any amount in excess of the amount by which
the total amount received by such Holder with respect to its sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages that such Holder, its directors, officers or any Person
who controls such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.


 


(c)                                  In case any action shall be
commenced involving any Person in respect of which indemnity may be sought
pursuant to Section 7(a) or
(b) hereof (the “Indemnified
Party”), the Indemnified Party shall promptly
notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying
Party shall assume the defense of such action, including the employment of
counsel reasonably satisfactory to the Indemnified Party and the payment of all
fees and expenses of such counsel, as incurred (except that in the case of any
action in respect of which indemnity may be sought pursuant to both Sections 7(a) and
(b) hereof, a Holder shall not be required to assume the defense of such
action pursuant to this Section 7(c), but may employ separate counsel and
participate in the defense thereof, but the fees and expenses of such counsel,
except as provided below, shall be at the


 


17





















 


expense of the Holder).  Any Indemnified Party shall have the right to
employ separate counsel in any such action and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
the Indemnified Party unless (i) the employment of such counsel shall have
been specifically authorized in writing by the Indemnifying Party, (ii) the
Indemnifying Party shall have failed to assume the defense of such action or
employ counsel reasonably satisfactory to the Indemnified Party or (iii) the
named parties to any such action (including any impleaded parties) include both
the Indemnified Party and the Indemnifying Party, and the Indemnified Party
shall have been advised by such counsel that there may be one or more legal
defenses available to it which are different from or additional to those
available to the Indemnifying Party (in which case the Indemnifying Party shall
not have the right to assume the defense of such action on behalf of the
Indemnified Party).  In any such case,
the Indemnifying Party shall not, in connection with any one action or separate
but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the fees
and expenses of more than one separate firm of attorneys (in addition to any local
counsel) for all Indemnified Parties and all such fees and expenses shall be
reimbursed as they are incurred.  Such
firm shall be designated in writing by a majority of the Holders, in the case
of the parties indemnified, pursuant to Section 7(a) hereof, and by
the Company, the Trust and the LLC, in the case of parties indemnified,
pursuant to Section 7(b) hereof. 
The Indemnifying Party shall indemnify and hold harmless the Indemnified
Party from and against any and all losses, claims, damages, liabilities and
judgments by reason of any settlement of any action (A) effected with its
written consent or (B) effected without its written consent if the
settlement is entered into more than 20 business days after the Indemnifying
Party shall have received a request from the Indemnified Party for
reimbursement for the fees and expenses of counsel (in any case where such fees
and expenses are at the expense of the Indemnifying Party) and, prior to the
date of such settlement, the Indemnifying Party shall have failed to comply
with such reimbursement request.  No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect
any settlement or compromise of, or consent to the entry of judgment with
respect to, any pending or threatened action in respect of which the
Indemnified Party is or could have been a party and indemnity or contribution
may be or could have been sought hereunder by the Indemnified Party, unless
such settlement, compromise or judgment (I) includes an unconditional release
of the Indemnified Party from all liability on claims that are or could have
been the subject matter of such action 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 the Indemnified Party.


 


(d)                                 To the extent that the
indemnification provided for in this Section 7 is unavailable to an
Indemnified Party in respect of any losses, claims, damages, liabilities or
judgments referred to therein, then each Indemnifying Party, in lieu of
indemnifying such Indemnified Party shall contribute to the amount paid or
payable by such Indemnified Party as a result of such losses, claims, damages,
liabilities or judgments (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company, the Trust and the LLC on
the one hand, and the Holders, on the other hand, from their initial sale of
Transfer Restricted Securities (or in the case of Exchange Securities that are
Transfer Restricted Securities, the sale of the Securities for which such
Exchange Securities were exchanged) or (ii) if the allocation provided by
clause 7(d)(i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in such clause 7(d)(i) but also the relative fault of the Company, the
Trust and the LLC, on the one hand, and of the Holder, on the


 


18





















 


other hand, in connection with the statements
or omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations.  The relative fault of the Company, the Trust
and the LLC, on the one hand, and of the Holder, on the other hand, shall be
determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company, the Trust and the
LLC, on the one hand, or by the Holder, on the other hand, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.  The
amount paid or payable by a party as a result of the losses, claims, damages,
liabilities and judgments referred to above shall be deemed to include, subject
to the limitations set forth in Section 7(c) hereof, any legal or
other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim.


 


The Company, the
Trust, the LLC and, by its
acquisition of Transfer Restricted Securities, each Holder agree that it would
not be just and equitable if contribution pursuant to this Section 7(d) were
determined by pro rata allocation (even if the Holders were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph.  The amount paid or
payable by an Indemnified Party as a result of the losses, claims, damages,
liabilities or judgments referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such Indemnified Party in
connection with investigating or defending any matter, including any action
that could have given rise to such losses, claims, damages, liabilities or
judgments.  Notwithstanding the
provisions of this Section 7, no Holder, its directors, its officers or
any Person, if any, who controls such Holder shall be required to contribute,
in the aggregate, any amount in excess of the amount by which the total
received by such Holder with respect to the sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds (i) the amount
paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages which such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 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 Transfer Restricted
Securities held by each Holder hereunder and not joint.


 


SECTION 8.         RULE 144A AND RULE 144


 


The Company, the
Trust and the LLC agree with
each Holder, for so long as any Transfer Restricted Securities remain
outstanding and during any period in which the Company, the Trust or the
LLC (a) is not subject to Section 13
or 15(d) of the Exchange Act, to make available, upon request of any
Holder, or beneficial owner of Transfer Restricted Securities in connection
with any sale thereof and any prospective purchaser of such Transfer Restricted
Securities designated by such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Act in order to permit resales
of such Transfer Restricted Securities pursuant to Rule 144A, and (b) is
subject to Section 13 or 15(d) of the Exchange Act, to make all
filings required thereby in a timely manner in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144.


 


19





















 


SECTION 9.         MISCELLANEOUS


 


(a)                                  Remedies.  The Company, the Trust and the LLC
acknowledge and agree that any failure by the Company, the Trust and/or the LLC
to comply with their respective obligations under Sections 2 and 3 hereof may
result in material irreparable injury to the Initial Purchasers or the Holders
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Company’s, the Trust’s and the LLC’s
obligations under Sections 2 and 3 hereof. 
The Company, the Trust and the LLC further agree to waive the defense in
any action for specific performance that a remedy at law would be adequate.


 


(b)                                 No Inconsistent Agreements.  The Company, the Trust and the LLC will not,
on or after the date of this Agreement, enter into any agreement with respect
to their respective securities that is inconsistent with the rights granted to
the Holders in this Agreement or otherwise conflicts with the provisions
hereof.  The Company, the Trust and the
LLC have not previously entered into any agreement granting any registration
rights with respect to their respective securities to any Person that would
require such securities to be included in any Registration Statement filed
hereunder.  The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company’s, the Trust’s and the LLC’s
securities under any agreement in effect on the date hereof.


 


(c)                                  Amendments and Waivers.  The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless (i) in the case of Section 4
hereof and this Section 9(c)(i), the Company has obtained the written
consent of Holders of all outstanding Transfer Restricted Securities and (ii) in
the case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities (excluding Transfer Restricted Securities held by
the Company or its Affiliates). 
Notwithstanding the foregoing, a waiver of or consent to departure from
the provisions hereof that relates exclusively to the rights of Holders whose
Transfer Restricted Securities are being tendered pursuant to the Exchange
Offer, and that does not affect directly or indirectly the rights of other
Holders whose Transfer Restricted Securities are not being tendered pursuant to
such Exchange Offer, may be given by the Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities subject to such
Exchange Offer.


 


(d)                                 Third Party Beneficiary.  The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, the Trust
and the LLC, on the one hand, and the Initial Purchasers, on the other hand,
and shall have the right to enforce such agreements directly to the extent they
may deem such enforcement necessary or advisable to protect their rights
hereunder.


 


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


 


20





















 


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


 


(ii)                                  if
to the Company, the Trust or the LLC:


 


Lehman Brothers Holdings
Inc.

1301 Avenue of the Americas

New York, New York 10019

Attention:  Corporate Counsel

Facsimile:  (212) 526-0339


 


All such notices and
communications shall be deemed to have been duly given at the time delivered by
hand, when receipt is acknowledged, if telecopied; and on the next business
day, if timely delivered to an air courier guaranteeing overnight delivery.


 


Copies of all such notices,
demands or other communications shall be concurrently delivered by the Person
giving the same to the Property Trustee, at the address specified in the
Declaration of Trust.


 


(f)                                    Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders; provided that
nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Transfer Restricted Securities in violation of the terms hereof
or of the Purchase Agreement, the Declaration of Trust, the Trust Guarantee,
the LLC Agreement, the LLC Guarantee or the Indenture.  If any transferee of any Holder shall acquire
Transfer Restricted Securities in any manner, whether by operation of law or
otherwise, such Transfer Restricted Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Transfer Restricted
Securities such Person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement, including
the restrictions on resale set forth in this Agreement and, if applicable, the
Purchase Agreement, the Declaration of Trust, the Trust Guarantee, the LLC
Agreement, the LLC Guarantee or the Indenture, and such Person shall be
entitled to receive the benefits hereof.


 


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


 


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


 


(i)                                     Governing Law.  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.


 


(j)                                     Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable,


 


21





















 


the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.


 


(k)                                  Entire Agreement.  This Agreement is intended by the parties as
a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. 
There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein with respect to the registration
rights granted with respect to the Transfer Restricted Securities.  This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.


 


22





















 


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


 


 


	
   

  	
  LEHMAN BROTHERS
  HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Barrett S. DiPaolo 

  	
   

  
	
   

  	
  Name: Barrett
  S. DiPaolo

  
	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LEHMAN BROTHERS
  HOLDINGS

  E-CAPITAL TRUST I

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barrett S. DiPaolo

  	
   

  
	
   

  	
  Name: Barrett
  S. DiPaolo

  
	
   

  	
  Title: Regular
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LEHMAN
  BROTHERS HOLDINGS

  E-CAPITAL LLC I

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  LEHMAN BROTHERS
  HOLDINGS

  INC.,

  
	
   

  	
   

  	
  as Managing
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Barrett S. DiPaolo

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Barrett S. DiPaolo

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President

  
								



LEHMAN BROTHERS INC.
ZIONS INVESTMENT SECURITIES, INC.
SUNTRUST CAPITAL MARKETS, INC.


 


By
LEHMAN BROTHERS INC., 

AS AUTHORIZED REPRESENTATIVE


 


	
  By:

  	
  /s/
  Erin M. Callan

  	
   

  
	
  Name: Erin M. Callan

  
	
  Title:  Managing Director