Exhibit
4.6


 


REGISTRATION RIGHTS AGREEMENT


 


 


by and among



Precision Castparts Corp.



the Guarantors listed on Scheduled A hereto



and



Banc of America Securities LLC



Goldman, Sachs & Co.


 


 


Dated as of December 9, 2003


 

















 


Registration Rights Agreement


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of December 9,
2003, by and among Precision Castparts Corp., an Oregon corporation (the “Company”),
each of the subsidiary guarantors listed on Schedule A hereto and their respective
successors and assigns (collectively, the “Existing Guarantors” and,
together with each subsidiary of the Company that hereafter executes an
additional guarantee in accordance with the terms of the Indenture (as defined
below), the “Guarantors”) and Banc of America Securities LLC, Goldman,
Sachs & Co., McDonald Investments Inc., a KeyCorp Company, PNC Capital
Markets, Inc., Scotia Capital (USA) Inc., Wachovia Capital Markets, LLC, BNY
Capital Markets, Inc., Fleet Securities, Inc., and Wells Fargo Brokerage
Services, LLC (each an “Initial Purchaser” and, collectively, the “Initial
Purchasers”), each of whom has agreed to purchase the Company’s 5.60%
Senior Notes due 2013 (the “Initial Notes”) pursuant to the Purchase
Agreement (as defined below).


 


This Agreement is made
pursuant to the Purchase Agreement, dated as of December 2, 2003 (the “Purchase
Agreement”), by and among the Company, the Existing Guarantors and the Initial
Purchasers (i) for your benefit and for the benefit of each other Initial Purchaser
and (ii) for the benefit of the holders from time to time of the Initial Notes
(including you and each other Initial Purchaser).  In order to induce the Initial Purchasers to purchase the Initial
Notes, the Company has agreed to provide the registration rights set forth in
this Agreement.  The execution and
delivery of this Agreement is a condition to the obligations of the Initial
Purchasers set forth in Section 5(g) of the Purchase Agreement.


 


The parties hereby agree
as follows:


 


Section 1.                                          Definitions


 


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


 


Additional Interest Payment Date:  With respect to the Initial Notes, each
Interest Payment Date.


 


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


 


Closing Date:  The date of this Agreement.


 


Commission:  The Securities and Exchange Commission.


 


Consummate:  A registered Exchange Offer shall be deemed
“Consummated” for purposes of this Agreement upon the occurrence of all of the
following: (i) the filing and effectiveness under the Securities Act of the
Exchange Offer Registration Statement relating to the Exchange Notes to be
issued in the Exchange Offer; (ii) the maintenance of such Registration
Statement continuously effective and the keeping of the Exchange Offer open for
a period not less than the minimum period required pursuant to Section 3(b)
hereof; and (iii) the delivery by the Company to the Trustee under the
Indenture of 


 

















 


Exchange Notes in the same aggregate principal amount as the aggregate
principal amount of Initial Notes that were tendered by Holders thereof
pursuant to the Exchange Offer.


 


Effectiveness Target Date:  As defined in Section 5.


 


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


 


Exchange Notes:  The 5.60% Senior Notes due 2013, of the same
series under the Indenture as the Initial Notes, to be issued to Holders in
exchange for Transfer Restricted Securities pursuant to this Agreement.


 


Exchange Offer:  The registration by the Company under the
Securities Act of the Exchange Notes pursuant to a Registration Statement
pursuant to which the Company offers the Holders of all outstanding Transfer
Restricted Securities the opportunity to exchange all such outstanding Transfer
Restricted Securities held by such Holders for Exchange Notes in an aggregate
principal amount equal to the aggregate principal amount of the Transfer
Restricted Securities tendered in such exchange offer by such Holders.


 


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


 


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


 


Holders:  As defined in Section 2(b) hereof.


 


Indemnified Holder:  As defined in Section 8(a) hereof.


 


Indenture:  The Indenture, dated as of December 16, 1997, among the Company
and J.P. Morgan Trust Company, National Association (successor in interest to
Bank One Trust Company, N.A., which was the successor in interest to The First
National Bank of Chicago), as trustee (the “Trustee”), as amended by an
indenture supplemental thereto dated as of June 30, 2001 and by the second
supplemental indenture dated as of December 9, 2003, among the Company, the
Existing Guarantors and the Trustee, pursuant to which the Notes are to be
issued, as such Indenture is amended or supplemented from time to time in
accordance with the terms thereof.


 


Initial Purchasers:  As defined in the preamble hereto.


 


Initial Notes:  The 5.60% Senior Notes due 2013 of the same
series under the Indenture as the Exchange Notes, for so long as such
securities constitute Transfer Restricted Securities.


 


Initial Placement:  The issuance and sale by the Company of the
Initial Notes to the Initial Purchasers pursuant to the Purchase Agreement.


 


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Interest Payment Date:  As defined in the Indenture and the Notes.


 


NASD:  National Association of Securities Dealers, Inc.


 


Notes:  The Initial Notes and the Exchange Notes.


 


Person:  An individual, partnership, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof.


 


Prospectus:  The prospectus included in a Registration
Statement, 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.


 


Registration Default:  As defined in Section 5 hereof.


 


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


 


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


 


Shelf Filing Deadline:  As defined in Section 4 hereof.


 


Shelf Registration Statement:  As defined in Section 4 hereof.


 


Transfer Restricted Securities:  Each Note, until the earliest to occur of
(a) the date on which such Initial Note is exchanged by a Person other than a
Broker-Dealer for an Exchange Note in the Exchange Offer, (b) following the
exchange by a Broker-Dealer in the Exchange Offer of an Initial Note for an
Exchange Note, the date on which such Exchange Note 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, if such
prospectus is appropriate and available for such resale, (c) the date on which
such Note has been effectively registered under the Securities Act and disposed
of in accordance with a Shelf Registration Statement and (d) the date on which
such Note is distributed to the public pursuant to Rule 144 under the
Securities Act.


 


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


 


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


 


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Section 2.                                          Securities
Subject To This Agreement


 


(a)                                  Transfer
Restricted Securities.  The
securities entitled to the benefits of this Agreement are the Transfer
Restricted Securities.


 


(b)                                 Holders
of Transfer Restricted Securities. 
A Person is deemed to be a holder of Transfer Restricted Securities
(each, a “Holder”) whenever such Person owns Transfer Restricted
Securities.


 


Section 3.                                          Registered
Exchange Offer


 


(a)                                  Unless
the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) below have been complied
with), the Company and the Guarantors shall (i) cause to be filed with the
Commission as soon as practicable after the Closing Date, but in no event later
than 90 days after the Closing Date, a Registration Statement under the
Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use
its best efforts to cause such Registration Statement to become effective at
the earliest possible time, but in no event later than 180 days after the
Closing Date, (iii) in connection with the foregoing, file (A) all
pre-effective amendments to such Registration Statement as may be necessary in
order to cause such Registration Statement to become effective, (B) if
applicable, a post-effective amendment to such Registration Statement pursuant
to Rule 430A under the Securities Act and (C) cause all necessary filings in
connection with the registration and qualification of the Exchange Notes 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
Registration Statement, commence the Exchange Offer.  The Exchange Offer shall be on the appropriate form permitting
registration of the Exchange Notes to be offered in exchange for the Transfer
Restricted Securities and to permit resales of Notes held by Broker-Dealers as
contemplated by Section 3(c) below.


 


(b)                                 The
Company and the Guarantors shall 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 30 days after the date notice of the
Exchange Offer is mailed to the Holders. 
The Company and the Guarantors shall cause the Exchange Offer to comply
with all applicable federal and state securities laws.  No securities other than the Notes shall be
included in the Exchange Offer Registration Statement.  The Company and the Guarantors shall use
their best efforts to Consummate the Exchange Offer on or prior to 30 business
days, or longer, if required by the federal securities laws, after the date on
which the Exchange Offer Registration Statement was declared effective by the
Commission.


 


(c)                                  The
Company shall indicate in a “Plan of Distribution” section contained in the
Prospectus forming a part of the Exchange Offer Registration Statement that any
Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities
and that were acquired for its own account as a result of market-making
activities or other trading activities (other than Transfer Restricted
Securities acquired directly from the Company), may exchange such Initial Notes
pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed


 


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to be an
“underwriter” within the meaning of the Securities Act and must, therefore,
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales of the Exchange Notes received by such
Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may
be satisfied by the delivery by such Broker-Dealer of the Prospectus contained
in the Exchange Offer Registration Statement. 
Such “Plan of Distribution” section shall also contain all other
information with respect to such resales by Broker-Dealers that the Commission
may require in order to permit such resales pursuant thereto, but such “Plan of
Distribution” shall not name any such Broker-Dealer or disclose the amount of
Notes held by any such Broker-Dealer except to the extent required by the
Commission as a result of a change in policy after the date of this Agreement.


 


The Company and the Guarantors
shall use their best efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented and amended as required by the provisions
of Section 6(c) below to the extent necessary to ensure that it is available
for resales of Notes acquired by Broker-Dealers for their own accounts as a
result of market-making activities or other trading activities, and to ensure
that it conforms with the requirements of this Agreement, the Securities Act
and the policies, rules and regulations of the Commission as announced from
time to time, for a period ending on the earlier of (i) 180 days from the
date on which the Exchange Offer Registration Statement is declared effective
and (ii) the date on which a Broker-Dealer is no longer required to deliver a
prospectus in connection with market-making or other trading activities.


 


The Company shall provide
sufficient copies of the latest version of such Prospectus to Broker-Dealers
promptly upon request at any time during such 180-day (or shorter as provided
in the foregoing sentence) period in order to facilitate such resales.


 


Section 4.                                          Shelf
Registration


 


(a)                                  Shelf
Registration.  If (i) the Company
and the Guarantors are not required to file an Exchange Offer Registration
Statement or permitted to Consummate the Exchange Offer because the Exchange
Offer is not permitted by applicable law or Commission policy (after the
procedures set forth in Section 6(a) below have been complied with), (ii) any
Holder of Transfer Restricted Securities notifies the Company prior to the 20th
day following Consummation of the Exchange Offer that (A) such Holder is
prohibited by applicable law or Commission policy from participating in the
Exchange Offer, or (B) such Holder may not resell the Exchange Notes acquired
by it in the Exchange Offer to the public without delivering a prospectus and
that 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 Initial Notes acquired directly from the
Company or one of its affiliates, then, upon such Holders request, the Company
and the Guarantors shall


 


(x)                                   cause
to be filed a shelf registration statement pursuant to Rule 415 under the
Securities Act, which may be an amendment to the Exchange Offer Registration
Statement (in either event, the “Shelf Registration Statement”) on or
prior to the earliest to occur of (1) the 90th day after the date on which the
Company determines that it is not required to file the Exchange Offer
Registration Statement, and (2) the 90th day after the date on which the
Company receives


 


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notice from a Holder of Transfer Restricted
Securities as contemplated by clause (ii) above (such earliest date being the “Shelf
Filing Deadline”), which Shelf Registration Statement shall provide for
resales of all Transfer Restricted Securities the Holders of which shall have
provided the information required pursuant to Section 4(b) hereof; and


 


(y)                                 use
their best efforts to cause such Shelf Registration Statement to be declared
effective by the Commission on or before the 180th day after the Shelf Filing
Deadline.


 


The Company and the
Guarantors shall use their best efforts to keep such Shelf Registration
Statement continuously effective, supplemented and amended as required by the
provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure
that it is available for resales of Notes by the Holders of Transfer Restricted
Securities entitled to the benefit of this Section 4(a), and to ensure that it
conforms with the requirements of this Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from time to
time, for a period of at least two years following the effective date of such
Shelf Registration Statement (or shorter period that will terminate when all
the Notes covered by such Shelf Registration Statement have been sold pursuant
to such Shelf Registration Statement).


 


(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 business days after
receipt of a request therefor, such information as the Company may reasonably
request for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein.  Each Holder as to which any Shelf
Registration Statement is being effected agrees to furnish promptly to the
Company all information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not materially
misleading.


 


Section 5.                                          Liquidated
Damages


 


If (i) any Registration
Statement required by this Agreement is not filed with the Commission on or
prior to the date specified for such filing in this Agreement, (ii) any such
Registration Statement has not been declared effective by the Commission on or
prior to the date specified for such effectiveness in this Agreement (the “Effectiveness
Target Date”), (iii) the Exchange Offer has not been Consummated within 30
business days after the Effectiveness Target Date with respect to the Exchange
Offer Registration Statement or (iv) any Registration Statement required by
this Agreement is filed and declared effective but shall thereafter cease to be
effective or fail to be usable in connection with resales of Transfer
Restricted Securities during the periods specified in this Agreement without
being succeeded immediately by a post-effective amendment to such Registration
Statement that cures such failure and that is itself immediately declared
effective (each such event referred to in clauses (i) through (iv), a “Registration
Default”), the Company hereby agrees to pay to each Holder of Transfer
Restricted Securities affected thereby liquidated damages in an amount equal to
$.05 per week per $1,000 in principal amount of Transfer Restricted Securities
held by such Holder for each week or


 


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portion thereof that the Registration Default
continues for the first 90-day period immediately following the occurrence of
such Registration Default.  The amount
of liquidated damages shall be increased by an additional $.05 per week per
$1,000 in principal amount of Transfer Restricted Securities with respect to
each subsequent 90-day period until all Registration Defaults have been cured,
up to a maximum amount of liquidated damages of $.20 per week per $1,000 in
principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to
pay liquidated damages for more than one Registration Default at any given
time.  Notwithstanding anything to the
contrary set forth herein, (1) upon filing of the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement), in the
case of (i) above, (2) upon the effectiveness of the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (ii) above, (3) upon Consummation of the Exchange
Offer, in the case of (iii) above, or (4) 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 (iv) above, the liquidated damages payable with respect to the
Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or
(iv), as applicable, shall cease.


 


All accrued liquidated
damages shall be paid to the Holders entitled thereto, 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 and the Notes.  Notwithstanding the fact that any securities for which liquidated
damages are due cease to be Transfer Restricted Securities, all obligations of
the Company and the Guarantors to pay liquidated damages with respect to
securities shall survive until such time as such obligations with respect to
such securities shall have been satisfied in full.


 


Section 6.                                          Registration
Procedures


 


(a)                                  Exchange
Offer Registration Statement.  In
connection with the Exchange Offer, the Company and the Guarantors shall comply
with all of the provisions of Section 6(c) below, shall use their best efforts
to effect such exchange to permit the sale of Transfer Restricted Securities
being sold in accordance with the intended method or methods of distribution
thereof, and shall comply with all of the following provisions:


 


(i)                                     If in the
reasonable opinion of counsel to the Company there is a question as to whether
the Exchange Offer is permitted by applicable law, the Company and the
Guarantors hereby agree to seek a no-action letter or other favorable decision
from the Commission allowing the Company and the Guarantors to Consummate an
Exchange Offer for such Initial Notes. 
The Company and the Guarantors each hereby agree to pursue the issuance
of such a decision to the Commission staff level but shall not be required to
take commercially unreasonable action to effect a change of Commission
policy.  The Company and the Guarantors
each hereby agree, however, to (A) participate in telephonic conferences with
the Commission, (B) deliver to the Commission staff an analysis prepared by
counsel to the Company setting forth the legal bases, if any, upon which such
counsel has concluded that such an Exchange Offer should be permitted and (C)
diligently pursue a favorable resolution by the Commission staff of such
submission.


 


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(ii)                                  As a condition to its
participation in the Exchange Offer pursuant to the terms of this Agreement,
each Holder of Transfer Restricted Securities shall furnish, upon the request
of the Company, prior to the Consummation thereof, a written representation to
the Company (which may be contained in the letter of transmittal contemplated
by the Exchange Offer Registration Statement) to the effect that (A) it is not
an affiliate of the Company, (B) 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 Notes to be issued in the
Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary
course of business.  In addition, all
such Holders of Transfer Restricted Securities shall otherwise cooperate in the
Company’s preparations for the Exchange Offer. 
Each Holder hereby acknowledges and agrees that any Broker-Dealer and
any such Holder using the Exchange Offer to participate in a distribution of
the securities to be acquired in the Exchange Offer (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 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 (which may
include any no-action letter obtained pursuant to clause (i) above), and (2)
must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction and that such
a secondary resale transaction should 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 if the resales are of Exchange
Notes obtained by such Holder in exchange for Initial Notes acquired by such
Holder directly from the Company.


 


(b)                                 Shelf
Registration Statement.  In
connection with the Shelf Registration Statement, the Company and the
Guarantors shall comply with all the provisions of Section 6(c) below and shall
use their best efforts to effect such registration to permit the sale of the
Transfer Restricted Securities being sold in accordance with the intended
method or methods of distribution thereof, and pursuant thereto the Company and
the Guarantors will as expeditiously as possible prepare and file with the
Commission a Registration Statement relating to the registration on any
appropriate form under the Securities 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.


 


(c)                                  General
Provisions.  In connection with any
Registration Statement and any Prospectus required by this Agreement to permit
the sale or resale of Transfer Restricted Securities (including, without
limitation, any Registration Statement and the related Prospectus required to
permit resales of Notes by Broker-Dealers), the Company and the Guarantors
shall:


 


(i)                                     use their best
efforts to keep such Registration Statement continuously effective and provide
all requisite financial statements (including, if required by the Securities
Act or any regulation thereunder, financial statements of any Guarantor) for
the period specified in Section 3 or 4 of this Agreement, as applicable; upon
the occurrence of any event that would cause any such Registration Statement or
the Prospectus contained therein (A) to contain a material misstatement or
omission or (B) not to be effective and usable for resale of Transfer
Restricted Securities during the


 


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period required by this Agreement, the Company and the Guarantors shall
file promptly an appropriate amendment to such Registration Statement, in the
case of clause (A), correcting any such misstatement or omission, and, in the
case of either clause (A) or (B), use their best efforts to cause such
amendment to be declared effective and such Registration Statement and the
related Prospectus to become usable for their intended purpose(s) as soon as
practicable thereafter;


 


(ii)                                  prepare and file with
the Commission such amendments and post-effective amendments to the
Registration Statement as may be necessary to keep the Registration Statement
effective for the applicable period set forth in Section 3 or 4 hereof, as
applicable, or such shorter period as will terminate when all Transfer
Restricted Securities covered by such Registration Statement have been sold;
cause the Prospectus to be supplemented by any required Prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 under the Securities
Act, and to comply fully with the applicable provisions of Rules 424 and 430A
under the Securities Act in a timely manner; and comply with the provisions of
the Securities 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)                               advise the
underwriter(s), if any, and selling Holders promptly and, if requested by such
Persons, to 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 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 Securities 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 or the
Prospectus in order to make the statements therein not misleading.  If at any time the Commission shall issue
any stop order suspending the effectiveness of the 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 and the Guarantors shall use their best efforts to obtain the
withdrawal or lifting of such order at the earliest possible time;


 


(iv)                              furnish without charge to
each of the Initial Purchasers, each selling Holder named in any Registration
Statement, and each of the underwriter(s), if any, before filing with the
Commission, copies of any Registration Statement or any Prospectus included
therein or any amendments or supplements to any such Registration Statement or
Prospectus (including all documents incorporated by reference after the


 


9

















 


initial filing of such Registration Statement), which documents will be
subject to the review of such Holders and underwriter(s) in connection with
such sale, if any, for a period of at least five business days, and the Company
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 an Initial Purchaser of Transfer
Restricted Securities covered by such Registration Statement or the
underwriter(s), if any, shall reasonably object in writing within five business
days after the receipt thereof (such objection to be deemed timely made upon
confirmation of telecopy transmission within such period).  The objection of an Initial Purchaser or
underwriter, if any, shall be deemed to be reasonable if such Registration
Statement, amendment, Prospectus or supplement, as applicable, as proposed to
be filed, contains a material misstatement or omission;


 


(v)                                 promptly prior to the
filing of any document that is to be incorporated by reference into a
Registration Statement or Prospectus, provide copies of such document to the
Initial Purchasers, each selling Holder named in any Registration Statement,
and to the underwriter(s), if any, make the Company’s and each Guarantor’s
representatives available for discussion of such document and other customary
due diligence matters, and include such information in such document prior to
the filing thereof as such selling Holders or underwriter(s), if any, may
reasonably request;


 


(vi)                              make available at
reasonable times for inspection by the Initial Purchasers, any managing
underwriter participating in any disposition pursuant to such Registration
Statement and any attorney or accountant retained by such Initial Purchasers or
any of the underwriter(s), all financial and other records, pertinent corporate
documents and properties of the Company and the Guarantors and cause the
Company’s and the Guarantors’ officers, directors and employees to supply all
information reasonably requested by any such Holder, underwriter, attorney or
accountant in connection with such Registration Statement subsequent to the
filing thereof and prior to its effectiveness;


 


(vii)                           if requested by any selling
Holders or the underwriter(s), if any, promptly incorporate in any Registration
Statement or Prospectus, pursuant to a supplement or post-effective amendment
if necessary, such information as such selling Holders and underwriter(s), if
any, may reasonably request to have included therein, including, without
limitation, information relating to the “Plan of Distribution” of the Transfer
Restricted Securities, information with respect to the principal amount of
Transfer Restricted Securities being sold to such underwriter(s), the purchase
price being paid therefor and any other terms of the offering of the Transfer
Restricted Securities to be sold in such offering; and make all required
filings of such Prospectus supplement or post-effective amendment as soon as
practicable after the Company is notified of the matters to be incorporated in
such Prospectus supplement or post-effective amendment;


 


(viii)                        cause the Transfer Restricted
Securities covered by the Registration Statement to be rated with the
appropriate rating agencies, if so requested by the Holders of a majority in
aggregate principal amount of Notes covered thereby or the underwriter(s), if
any;


 


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(ix)                                furnish to each selling
Holder and each of the underwriter(s), if any, without charge, at least one
copy of the Registration Statement, as first filed with the Commission, and of
each amendment thereto, including financial statements and schedules, all
documents incorporated by reference therein and all exhibits (including
exhibits incorporated therein by reference);


 


(x)                                   deliver to each
selling Holder and each of the underwriter(s), if any, without charge, as many
copies of the Prospectus (including each preliminary prospectus) and any
amendment or supplement thereto as such Persons reasonably may request; the
Company and the Guarantors hereby consent to the use of the Prospectus and any
amendment or supplement thereto by each of the selling Holders and each of the
underwriter(s), if any, in connection with the offering and the sale of the
Transfer Restricted Securities covered by the Prospectus or any amendment or supplement
thereto;


 


(xi)                                enter into, and cause
the Guarantors to enter into, such agreements and make, and cause the
Guarantors to make, such representations and warranties, and take all such
other actions in connection therewith in order to expedite or facilitate the
disposition of the Transfer Restricted Securities pursuant to any Registration
Statement contemplated by this Agreement, all to such extent as may be
requested by any Initial Purchaser or by any Holder of Transfer Restricted
Securities or underwriter in connection with any sale or resale pursuant to any
Registration Statement contemplated by this Agreement; and


 


(A)                              in
connection with any underwritten offering of Transfer Restricted Securities
pursuant to a Shelf Registration Statement, enter into an underwriting
agreement as is customary in underwritten offerings of debt securities similar
to the Notes and, whether or not the shelf registration is an Underwritten
Registration, the Company and the Guarantors shall furnish to each Initial Purchaser,
each selling Holder and each underwriter, if any, in such substance and scope
as they may request and as are customarily made by issuers to underwriters in
primary underwritten offerings, upon the date of the effectiveness of a Shelf
Registration Statement:


 


(1)                                  a
certificate, dated the date of effectiveness of the Shelf Registration
Statement signed by (y) the President or any Vice President and (z) a principal
financial or accounting officer of the Company and each of the Guarantors,
confirming, as of the date thereof, the matters set forth in paragraphs (i),
(ii) and (iii) of Section 5(e) of the Purchase Agreement and such other matters
as such parties may reasonably request;


 


(2)                                  an
opinion, dated the date of effectiveness of the Shelf Registration Statement,
of counsel for the Company and the Guarantors, covering the matters set forth
in paragraph (c) of Section 5 of the Purchase Agreement and such other matters,
as such parties may reasonably request, and in any event including a statement
to the effect that such counsel has participated in conferences with officers
and other representatives of the Company and the Guarantors, representatives of
the independent public


 


11

















 


accountants for the Company and the
Guarantors, the Initial Purchasers’ representatives and the Initial Purchasers’
counsel in connection with the preparation of such Registration Statement and
the related Prospectus and have considered the matters required to be stated
therein and the statements contained therein, although such counsel has not
independently verified the accuracy, completeness or fairness of such
statements; and that such counsel advises that, on the basis of the foregoing
(relying as to materiality to a large extent upon facts provided to such
counsel by officers and other representatives of the Company and the Guarantors
and without independent check or verification), no facts came to such counsel’s
attention that caused such counsel to believe that the applicable Registration
Statement, at the time such Registration Statement or any post-effective
amendment thereto became effective contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or that the Prospectus
contained in such Registration Statement as of its date contained an untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. 
Without limiting the foregoing, such counsel may state further that such
counsel assumes no responsibility for, and has not independently verified, the
accuracy, completeness or fairness of the financial statements, notes and
schedules and other financial data included in any Registration Statement
contemplated by this Agreement or the related Prospectus; and


 


(3)                                  a
customary comfort letter, dated the date of effectiveness of the Shelf
Registration Statement from the Company’s independent accountants, in the
customary form and covering matters of the type customarily covered in comfort
letters by underwriters in connection with primary underwritten offerings, and
affirming the matters set forth in the comfort letters delivered pursuant to
Section 5(a) of the Purchase Agreement, without exception;


 


(B)                                set
forth in full or incorporate by reference in the underwriting agreement, if
any, the indemnification provisions and procedures of Section 8 hereof with
respect to all parties to be indemnified pursuant to said Section; and


 


(C)                                deliver
such other documents and certificates as may be reasonably requested by such
parties to evidence compliance with clause (A) above and with any customary
conditions contained in the underwriting agreement or other agreement entered
into by the Company and the Guarantors pursuant to this clause (xi), if any.


 


If at any time the representations and warranties of the Company and
the Guarantors contemplated in clause (A)(1) above cease to be true and
correct, the Company and the Guarantors shall so advise the Initial Purchasers
and the underwriter(s),


 


12

















 


if any, and each selling Holder promptly and, if requested by such
Persons, shall confirm such advice in writing;


 


(xii)                             prior to any public
offering of Transfer Restricted Securities, cooperate with, and cause the
Guarantors to cooperate with, the selling Holders, the underwriter(s), if any,
and their respective 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 or underwriter(s)
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 Shelf Registration Statement; provided, however,
that neither the Company nor the Guarantors shall be required to register or
qualify as a foreign corporation where it is not then 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 then so subject;


 


(xiii)                          shall issue, upon the request
of any Holder of Initial Notes covered by the Shelf Registration Statement,
Exchange Notes, having an aggregate principal amount equal to the aggregate
principal amount of Initial Notes surrendered to the Company by such Holder in
exchange therefor or being sold by such Holder; such Exchange Notes to be
registered in the name of such Holder or in the name of the purchaser(s) of
such Notes, as the case may be; in return, the Initial Notes held by such
Holder shall be surrendered to the Company for cancellation;


 


(xiv)                         cooperate with, and cause the
Guarantors to cooperate with, the selling Holders and the underwriter(s), if
any, to facilitate the timely preparation and delivery of certificates
representing Transfer Restricted Securities to be sold and not bearing any
restrictive legends; and enable such Transfer Restricted Securities to be in
such denominations and registered in such names as the Holders or the
underwriter(s), if any, may request at least two business days prior to any
sale of Transfer Restricted Securities made by such underwriter(s);


 


(xv)                            use its best efforts to
cause 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 or the
underwriter(s), if any, to consummate the disposition of such Transfer
Restricted Securities, subject to the proviso contained in clause (viii) above;


 


(xvi)                         if any fact or event
contemplated by clause (c)(iii)(D) above shall exist or have occurred, prepare
a supplement or post-effective amendment to the 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 not misleading;


 


13

















 


(xvii)                      provide a CUSIP number for all
Transfer Restricted Securities not later than the effective date of the
Registration Statement and provide the Trustee under the Indenture with printed
certificates for the Transfer Restricted Securities which are in a form
eligible for deposit with The Depository Trust Company;


 


(xviii)                   cooperate and assist in any filings
required to be made with the NASD and in the performance of any due diligence
investigation by any underwriter (including any “qualified independent
underwriter”) that is required to be retained in accordance with the rules and
regulations of the NASD, and use its reasonable best efforts to cause such
Registration Statement to become effective and approved by such governmental
agencies or authorities as may be necessary to enable the Holders selling
Transfer Restricted Securities to consummate the disposition of such Transfer
Restricted Securities;


 


(xix)                           otherwise use its best
efforts to comply with all applicable rules and regulations of the Commission,
and make generally available to its security holders, as soon as practicable, a
consolidated earnings statement meeting the requirements of Rule 158 (which need
not be audited) for the twelve-month period (A) commencing at the end of any
fiscal quarter in which Transfer Restricted Securities are sold to underwriters
in a firm or best efforts Underwritten Offering or (B) if not sold to
underwriters in such an offering, beginning with the first month of the
Company’s first fiscal quarter commencing after the effective date of the
Registration Statement;


 


(xx)                              cause the Indenture to be
qualified under the Trust Indenture Act not later than the effective date of
the first Registration Statement required by this Agreement, and, in connection
therewith, cooperate with, and cause the Guarantors to cooperate with, the
Trustee and the Holders of Notes to effect such changes to the Indenture as may
be required for such Indenture to be so qualified in accordance with the terms
of the Trust Indenture Act; and to execute, and cause the Guarantors to
execute, and use its best efforts to cause the Trustee 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 Indenture to
be so qualified in a timely manner;


 


(xxi)                           cause all Transfer
Restricted Securities covered by the Registration Statement to be listed on
each securities exchange on which similar securities issued by the Company are
then listed if requested by the Holders of a majority in aggregate principal
amount of Initial Notes or the managing underwriter(s), if any; and


 


(xxii)                        provide promptly to each Holder
upon request each document filed with the Commission pursuant to the
requirements of Section 13 and Section 15(d) of the Exchange Act, if not
obtainable from the Commission.


 


Each Holder agrees by
acquisition of a Transfer Restricted Security that, upon receipt of any notice
from the Company of the existence of any fact of the kind described in Section
6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration
Statement until such Holder’s receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is
advised in writing (the “Advice”) by the Company that the use of


 


14

















 


the Prospectus may be resumed, and has received copies
of any additional or supplemental filings that are incorporated by reference in
the Prospectus.  If so directed by the
Company, each Holder will deliver to the Company (at the Company’s expense) all
copies, other than permanent file copies then in such Holder’s possession, of
the Prospectus covering such Transfer Restricted Securities that was current at
the time of receipt of such notice.  In
the event the Company shall give any such notice, the time period regarding the
effectiveness of such Registration Statement set forth in Section 3 or 4
hereof, as applicable, shall be extended by the number of days during the
period from and including the date of the giving of such notice pursuant to
Section 6(c)(iii)(D) hereof to and including the date when each selling Holder
covered by such Registration Statement shall have received the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or
shall have received the Advice; however, no such extension shall be taken into
account in determining whether liquidated damages are due pursuant to Section 5
hereof or the amount of such liquidated damages, it being agreed that the
Company’s option to suspend use of a Registration Statement pursuant to this
paragraph shall be treated as a Registration Default for purposes of Section 5.


 


Section 7.                                          Registration
Expenses


 


(a)                                  All
expenses incident to the Company’s or the Guarantors’ performance of or
compliance with this Agreement will be borne by the Company and the Guarantors,
regardless of whether a Registration Statement becomes effective, including
without limitation:  (i) all
registration and filing fees and expenses (including filings made by any
Initial Purchaser or Holder with the NASD (and, if applicable, the fees and
expenses of any “qualified independent underwriter” and its counsel that may be
required by the rules and regulations of the NASD)); (ii) all fees and expenses
of compliance with federal securities and state Blue Sky or securities laws;
(iii) all expenses of printing (including printing certificates for the
Exchange Notes 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 Guarantors and, subject to
Section 7(b) below, the Holders of Transfer Restricted Securities; (v) all
application and filing fees in connection with listing the Exchange Notes on a
national securities exchange or automated quotation system pursuant to the
requirements thereof; and (vi) all fees and disbursements of independent
certified public accountants of the Company and the Guarantors (including the
expenses of any special audit and comfort letters required by or incident to
such performance).


 


The Company and the
Guarantors will, in any event, bear their 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 or
any Guarantor.


 


(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 and the Guarantors will
reimburse the Initial Purchasers and the Holders of Transfer Restricted
Securities being tendered in the Exchange Offer and/or resold pursuant to the
“Plan of Distribution” contained in the Exchange Offer Registration Statement
or registered pursuant to the Shelf Registration Statement, as applicable, for
the reasonable fees and disbursements of not more than one counsel, who shall
be Shearman &


 


15

















 


Sterling LLP or such other counsel as may be
chosen by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being
prepared.


 


Section 8.                                          Indemnification


 


(a)                                  The
Company and the Guarantors, jointly and severally, agree to indemnify and hold
harmless each Holder, its directors, officers and employees, and each person,
if any, who controls any Holder within the meaning of the Securities Act or the
Exchange Act against any loss, claim, damage, liability, or expense, as
incurred, to which such Holder or such controlling person may become subject,
under the Securities Act, the Exchange Act or other federal or state statutory
law or regulation, or at common law or otherwise (including in settlement of
any litigation, if such settlement is effected with the written consent of the
Company), insofar as such loss, claim, damage, liability or expense (or actions
in respect thereof as contemplated below) arises out of or is based upon any
untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement (or any amendment or supplement thereto), or the
omission or alleged omission therefrom of a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading except insofar as
such loss, claim, damage, liability or expense is caused by an untrue statement
or omission or alleged untrue statement or omission that is made in reliance
upon and in conformity with information relating to any of the Holders
furnished in writing to the Company by any of the Holders expressly for use
therein.  This indemnity agreement shall
be in addition to any liability which the Company or any Guarantor may
otherwise have.


 


Promptly after receipt by
any person in respect of which indemnity may be sought pursuant to Section 8(a)
or 8(b) (each such person, an “indemnified party”) of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against any person against whom such indemnity may be
sought (each such person, an “indemnifying party”) under this Section 8, notify
the indemnifying party in writing of the commencement thereof, but the failure
so to notify the indemnifying party shall not relieve it from any liability
which it may have to any indemnified party for contribution or otherwise than
under the indemnity agreement contained in this Section 8 or to the extent it
is not prejudiced as a proximate result of such failure.  In case any such action is brought against
any indemnified party and such indemnified party seeks or intends to seek
indemnity from an indemnifying party, the indemnifying party will be entitled
to participate in and, to the extent that it shall elect, jointly with all
other indemnifying parties similarly notified, by written notice delivered to
the indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party; provided,
however, if the defendants in any
such action include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that a conflict may arise
between the positions of the indemnifying party and the indemnified party in
conducting the defense of any such action or that there may be legal defenses
available to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party, the indemnified party
or parties shall have the right to select separate counsel to assume such legal
defenses and to otherwise participate in the defense of such action on behalf
of such indemnified party or parties. 
Upon receipt of notice from the indemnifying


 


16

















 


party to such indemnified party of such indemnifying
party’s election so to assume the defense of such action and approval by the
indemnified party of counsel, the indemnifying party will not be liable to such
indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel
in accordance with the proviso to the next preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for the
expenses of more than one separate counsel (together with local counsel),
approved by the indemnifying party, representing the indemnified parties who
are parties to such action) or (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of the
action, in each of which cases the fees and expenses of counsel shall be at the
expense of the indemnifying party.


 


The indemnifying party
under this Section 8 shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party against any loss, claim, damage, liability or
expense by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by Section 8
hereof, the indemnifying party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if such
settlement is entered into more than 30 days after receipt by such indemnifying
party of the aforesaid request and such indemnifying party shall not have
reimbursed the indemnified party in accordance with such request prior to the
date of such settlement.  No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement, compromise or consent to the entry of judgment in
any pending or threatened action, suit or proceeding in respect of which any
indemnified party is or could have been a party and indemnity was or could have
been sought hereunder by such indemnified party, unless such settlement,
compromise or consent includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such action,
suit or proceeding.


 


(b)                                 Each
Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company and the Guarantors and their respective
directors and each person, if any, who controls the Company and the Guarantors
within the meaning of the Securities Act or the Exchange Act, against any loss,
claim, damage, liability or expense, as incurred, to which the Company, the
Guarantors or any such director or controlling person may become subject under
the Securities Act, the Exchange Act, or other federal or state or state
statutory law or regulation, or at common law or otherwise (including in
settlement of any litigation, if such settlement is effected with the written
consent of such Holder), but only with respect to claims and actions based on
information relating to such Holder furnished in writing by such Holder to the
Company expressly for use in any Registration Statement.  In case any action or proceeding shall be
brought against the Company, the Guarantors or their directors or any such
controlling person in respect of which indemnity may be sought against a Holder
of Transfer Restricted Securities, such Holder shall have the rights and duties
given to the Company, and the Company, the Guarantors or their directors or
such controlling person shall have the rights and duties given to each Holder
by the preceding paragraph.  In no event
shall the liability of any selling Holder hereunder be greater in amount than
the dollar amount of the


 


17

















 


proceeds received by such Holder upon the
sale of the Securities giving rise to such indemnification obligation.


 


(c)                                  If
the indemnification provided for in this Section 8 is for any reason held to be
unavailable to or otherwise insufficient to hold harmless an indemnified party
under Section 8(a) or Section 8(b) hereof (other than by reason of exceptions
provided in those Sections) in respect of any losses, claims, damages,
liabilities, or expenses referred to therein, then each applicable indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
aggregate amount paid or payable by such indemnified party, as incurred, as a
result of any losses, claims, damages, liabilities or expenses (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Guarantors, on the one hand, and the Holders, on the other
hand, from the Initial Placement (which in the case of the Issuer shall be
deemed to be equal to the total gross proceeds from the Initial Placement as
set forth on the cover page of the Offering Memorandum), the amount of
liquidated damages which did not become payable as a result of the filing of
the Registration Statement resulting in such losses, claims, damages,
liabilities or expenses, and such Registration Statement, or (ii) if the
allocation provided by (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company and the
Guarantors, on the one hand, and of the Indemnified Holder, on the other hand,
in connection with the statements or omissions or inaccuracies which resulted
in such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations.  The
relative fault of the Company and the Guarantors on the one hand and of the
Indemnified Holder on the other 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 and the Guarantors or by the Indemnified
Holder 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 expenses referred to
above shall be deemed to include, subject to the limitations set forth in the
second paragraph of Section 8(a), 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
Guarantors and each Holder of Transfer Restricted Securities agree that it
would not be just and equitable if contribution pursuant to this Section 8(c)
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 expenses 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 such action or claim.  Notwithstanding the provisions of this
Section 8, none of the Holders (and its related Indemnified Holders) shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the total discount received by such Holder with respect to the Initial
Notes exceeds 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 Securities Act) shall be entitled to


 


18

















 


contribution from any person who was not guilty of
such fraudulent misrepresentation.  The
Holders’ obligations to contribute pursuant to this Section 8(c) are several in
proportion to the respective principal amount of Initial Notes held by each of
the Holders hereunder and not joint. 
For purposes of this Section 8(c), each director of a Holder and each
person, if any, who controls a Holder within the meaning of the Securities Act
and the Exchange Act shall have the same rights to contribution as such Holder,
and each director of the Company or any Guarantor, and each person, if any, who
controls the Company or any Guarantor within the meaning of the Securities Act
and the Exchange Act shall have the same rights to contribution as the Company
and the Guarantors.


 


Section 9.                                          Rule
144A


 


The Company and the
Guarantors hereby agree with each Holder, for so long as any Transfer
Restricted Securities remain outstanding, to make available to any Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
from such Holder or beneficial owner, the information required by Rule 144A(d)(4)
under the Securities Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A.


 


Section 10.                                   Participation
In Underwritten Registrations


 


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


 


Section 11.                                   Selection
Of Underwriters


 


The Holders of Transfer
Restricted Securities covered by the Shelf Registration Statement who desire to
do so may sell such Transfer Restricted Securities in an Underwritten
Offering.  In any such Underwritten
Offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by the Holders of a majority
in aggregate principal amount of the Transfer Restricted Securities included in
such offering; provided that such
investment bankers and managers must be reasonably satisfactory to the Company.


 


Section 12.                                   Miscellaneous


 


(a)                                  Remedies.  The Company and the Guarantors hereby agree
that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of the provisions of this Agreement and hereby
agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.


 


(b)                                 No
Inconsistent Agreements.  The
Company will not, and will cause the Guarantors not to, on or after the date of
this Agreement enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or


 


19

















 


otherwise conflicts with the provisions
hereof.  Neither the Company nor any of
the Guarantors have entered into any agreement granting any registration rights
with respect to its securities to any Person. 
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 securities under any agreement in effect on the date hereof.


 


(c)                                  Adjustments
Affecting the Notes.  The Company
will not take any action, or permit any change to occur, with respect to the
Notes that would materially and adversely affect the ability of the Holders to
Consummate any Exchange Offer.


 


(d)                                 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 the Company
has obtained the written consent of Holders of a majority of the outstanding
principal amount of Transfer Restricted Securities.  Notwithstanding the foregoing, a waiver or consent to departure
from the provisions hereof that relates exclusively to the rights of Holders
whose securities are being tendered pursuant to the Exchange Offer and that
does not affect directly or indirectly the rights of other Holders whose
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 being tendered or registered; provided
that, with respect to any matter that directly or indirectly affects the rights
of any Initial Purchaser hereunder, the Company shall obtain the written
consent of each such Initial Purchaser with respect to which such amendment,
qualification, supplement, waiver, consent or departure is to be effective.


 


(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), telex,
telecopier, or air courier guaranteeing overnight delivery:


 


(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 or
the Guarantors:


 


Precision
Castparts Corp.

4650 S.W. Macadam Avenue, Suite 440

Portland, Oregon  97239-4262

Telecopier No.: (503) 417-4814

Attention: Geoff Hawkes


 


With a copy to:


 


Stoel Rives LLP

900 S.W. Fifth Avenue, Suite 2600

Portland, Oregon  97204-1268

Telecopier No.: (503) 220-2480

Attention: Ruth A. Beyer


 


20

















 


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


 


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


 


(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 of Transfer Restricted Securities; provided, however, that
this Agreement shall not inure to the benefit of or be binding upon a successor
or assign of a Holder unless and to the extent such successor or assign
acquired Transfer Restricted Securities from such Holder.


 


(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,
WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.


 


(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, 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 together
with the Purchase Agreement, the Securities, the DTC Agreement and the
Indenture (each as defined in the Purchase 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 by the Company and the
Guarantors with respect to the Transfer Restricted Securities.  This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.


 


21

















 


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


 


	
   

  	
  PRECISION
  CASTPARTS CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXISTING GUARANTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
  PCC Structurals,
  Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PCC Airfoils, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Wyman-Gordon Company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Wyman-Gordon
  Forgings (Cleveland), Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Wyman-Gordon
  Investment Castings, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
							



 


22

















 


	
   

  	
  Precision
  Founders, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Wyman-Gordon
  Forgings LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Star
  Acquisition, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Carmet Investors,
  Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Carmet Company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WGF I LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
						



 


23

















 


	
   

  	
  WGF II LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WG Forgings 3
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WG Forgings 2
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WG Washington
  Street, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  International
  Extruded Products, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  J&L Fiber
  Services, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
							



 


24

















 


	
   

  	
  PCC Specialty
  Products, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  Advanced Forming
  Technology, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PCC Composites,
  Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
							



 


The foregoing
Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written.


 


BANC OF AMERICA
SECURITIES LLC

GOLDMAN, SACHS & CO.

MCDONALD INVESTMENTS INC., A KEYCORP COMPANY

PNC CAPITAL MARKETS, INC.

SCOTIA CAPITAL (USA) INC.

WACHOVIA CAPITAL MARKETS, LLC

BNY CAPITAL MARKETS, INC.

FLEET SECURITIES, INC.

WELLS FARGO BROKERAGE SERVICES, LLC


 


 


By:  BANC OF AMERICA SECURITIES LLC


 


	
  By:

  	
  /s/ Lily Chang

  	
   

  
	
   

  	
  Name:Lily Chang

  
	
   

  	
  Title:Principal

  



 


25

















 


SCHEDULE A


 


Existing Guarantors


 


	
  Guarantor

  	
   

  	
  Jurisdiction
  of Incorporation

  or Organization

  
	
   

  	
   

  	
   

  
	
  PCC Structurals, Inc.

  	
   

  	
  Oregon

  
	
  PCC Airfoils, LLC

  	
   

  	
  Ohio

  
	
  Wyman-Gordon Company

  	
   

  	
  Massachusetts

  
	
  Wyman-Gordon Forgings (Cleveland), Inc.

  	
   

  	
  Ohio

  
	
  Wyman-Gordon Investment Castings, Inc.

  	
   

  	
  Delaware

  
	
  Precision Founders Inc.

  	
   

  	
  California

  
	
  Wyman-Gordon Forgings LP

  	
   

  	
  Delaware

  
	
  Star Acquisition, LLC

  	
   

  	
  Pennsylvania

  
	
  Carmet Company

  	
   

  	
  South Carolina

  
	
  Carmet Investors, Inc.

  	
   

  	
  Georgia

  
	
  WGF I LLC

  	
   

  	
  Delaware

  
	
  WGF II LLC

  	
   

  	
  Delaware

  
	
  WG Forgings 3 LLC

  	
   

  	
  Delaware

  
	
  WG Forgings 2 LLC

  	
   

  	
  Delaware

  
	
  WG Washington Street LLC

  	
   

  	
  Delaware

  
	
  International Extruded Products, LLC

  	
   

  	
  New York

  
	
  J&L Fiber Services, Inc.

  	
   

  	
  Wisconsin

  
	
  PCC Specialty Products, Inc.

  	
   

  	
  Delaware

  
	
  Advanced Forming Technology, Inc.

  	
   

  	
  Colorado

  
	
  PCC Composites, Inc.

  	
   

  	
  Pennsylvania

  



 


26