Exhibit 4.2


 


REGISTRATION RIGHTS AGREEMENT


 


 


by and among


 


 


SQUARETWO FINANCIAL CORPORATION

and the Guarantors party hereto


 


and


 


Banc of America Securities LLC

BMO Capital Markets Corp.


 


 


Dated as of April 7, 2010


 

















 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this “Agreement”)
is made and entered into as of April 7, 2010, by and among SquareTwo
Financial Corporation, a Delaware corporation (the “Company”), the guarantors
party hereto (the “Guarantors”), and Banc of America Securities LLC, as
representative (the “Representative”) of the several initial purchasers listed
on Schedule A to the Purchase Agreement (collectively, the “Initial Purchasers”),
each of whom has agreed to purchase the Company’s 11.625% Senior Second Lien
Notes due 2017 (the “Initial Notes”) fully and unconditionally guaranteed by
the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as
defined below).  The Initial Notes and
the Guarantees attached thereto are herein collectively referred to as the “Initial
Securities.”


 


This Agreement is made pursuant to the Purchase
Agreement, dated April 1, 2010 (the “Purchase Agreement”), among the
Company, the Guarantors, and the Representative on behalf of the several
Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for
the benefit of the holders from time to time of the Initial Securities,
including the Initial Purchasers.  In
order to induce the Initial Purchasers to purchase the Initial Securities, 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(f) 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” as defined in Section 5 hereof.


 


Affiliate:  As defined in Rule 405
under the Securities Act, with the terms “controlling” and “controlled” having
the meanings correlative thereto.


 


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


 


Business Day:  Any day other than a Saturday,
Sunday or U.S. federal holiday or a day on which banking institutions or trust
companies located in New York, New York are authorized or obligated to be
closed.


 


Closing Date:  The
date of this Agreement.


 


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


 


Consummate:  A
registered Exchange Offer shall be deemed “Consummated” for purposes of this
Agreement upon the occurrence of (i) the filing and effectiveness under
the Securities Act of the Exchange Offer Registration Statement relating to the
Exchange Securities 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


 

















 


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


 


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


 


Exchange Offer:  The
registration by the Company and the Guarantors under the Securities Act of the
Exchange Securities 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 Securities 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.


 


Exchange Securities:  The
11.625% Senior Second Lien Notes due 2017, of the same series under the
Indenture as the Initial Notes and the Guarantees attached thereto, to be
issued to Holders in exchange for Transfer Restricted Securities pursuant to
this Agreement.


 


FINRA:  The
Financial Industry Regulatory Authority, Inc.


 


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


 


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


 


Indenture:  The
Indenture, dated as of April 7, 2010, by and among the Company, the
Guarantors and U.S. Bank National Association, as trustee (the “Trustee”),
pursuant to which the Securities are to be issued, as such Indenture is amended
or supplemented from time to time in accordance with the terms thereof.


 


Initial Purchaser:  As
defined in the preamble hereto.


 


Initial Notes:  As
defined in the preamble hereto.


 


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


 


Initial Securities:  As
defined in the preamble hereto.


 


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


 


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.


 


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Registration Default:  As
defined in Section 5 hereof.


 


Registration Statement:  Any
registration statement of the Company relating to (a) an offering of
Exchange Securities 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:  The
Initial Securities and the Exchange Securities.


 


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


 


Shelf Filing Deadline:  As
defined in Section 4(a) hereof.


 


Shelf Registration
Statement:  As defined in Section 4(a) hereof.


 


Transfer Restricted
Securities:  Each Initial Security, until the earliest to occur of (a) the date
on which such Initial Security is exchanged in the Exchange Offer for an
Exchange Security entitled to be resold to the public by the Holder thereof
without complying with the prospectus delivery requirements of the Securities
Act, (b) the date on which such Initial Security has been effectively
registered under the Securities Act and disposed of in accordance with a Shelf
Registration Statement , (c) the date on which such Initial Security is
distributed to the public by a Broker-Dealer pursuant to the “Plan of
Distribution” contemplated by the Exchange Offer Registration Statement
(including delivery of the Prospectus contained therein) and (d) the later
of (x) the date which is two years after the date the Initial Securities
were originally issued and (y) the date upon which such Initial Security
(and the related Guarantees) has been resold in compliance with Rule 144
under the Securities Act; provided that
such Initial Security no longer bears any restrictive legend relating to the
Securities Act and does not bear a restricted CUSIP number.


 


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


 


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


 


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) hereof
have been complied 


 


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with), each of the Company
and the Guarantors shall use commercially reasonable efforts to (i) cause
to be filed with the Commission a Registration Statement under the Securities
Act relating to the Exchange Securities and the Exchange Offer, (ii) cause
such Registration Statement to become effective, (iii) in connection with
the foregoing, (A) file 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, file 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 Securities to be made under the state
securities or 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 Securities to be
offered in exchange for the Transfer Restricted Securities and to permit
resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.


 


(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 20 business days after the date notice of the Exchange Offer is
mailed to the Holders.  The Company 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 and
the Guarantors shall use their commercially reasonable efforts to cause the
Exchange Offer to be Consummated by no later than 365 days after the Closing
Date (or if such 365th day is not a Business Day, the next succeeding Business
Day).


 


(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 Securities 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 Securities pursuant to the Exchange Offer; however, such Broker-Dealer
may be deemed 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 Securities
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 Initial Securities 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.


 


Each of the Company and the Guarantors shall use its
commercially reasonable efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented and 


 


4

















 


amended as required by the provisions of Section 6(c) hereof
to the extent necessary to ensure that it is available for resales of Initial
Securities 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) 90 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 90-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 is not required to file an Exchange Offer
Registration Statement or 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) hereof have been complied with),
(ii) for any reason the Exchange Offer is not Consummated within 365 days
after the Closing Date (or if such 365th day is not a Business Day, the next
succeeding Business Day), or (iii) with respect to any Holder of Transfer
Restricted Securities (A) such Holder is prohibited by applicable law or
Commission policy from participating in the Exchange Offer, (B) such
Holder may not resell the Exchange Securities acquired by it in the Exchange
Offer to the public without delivering a prospectus (other than by reason of
such Holder’s status as an Affiliate of the Company) 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 Securities acquired directly from the Company
or one of its affiliates, then, upon such Holder’s request prior to the 30th
day following the date on which the Exchange Offer is Consummated, 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 60th day after the date on which the
Company determines that it is not required to file the Exchange Offer
Registration Statement and (2) the 60th day after the date on which the
Company receives notice from a Holder of Transfer Restricted Securities as
contemplated by clause (ii) above, (or if such 60th day is not a Business
Day, the next succeeding Business Day) (such 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; provided, that
in no event shall the Company or Guarantors be required to file a Shelf
Registration Statement prior to the date that is 365 days  following the Closing Date; and


 


(y)           use
their commercially reasonable efforts to cause such Shelf Registration
Statement to be declared effective by the Commission on or before the 60th day
after the 


 


5

















 


Shelf Filing Date (or if such 60th day is not a
Business Day, the next succeeding Business Day).


 


Subject to the next paragraph, each of the Company and
the Guarantors shall use its commercially reasonable 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 Initial
Securities 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 Initial
Securities covered by such Shelf Registration Statement have been sold pursuant
to such Shelf Registration Statement or otherwise cease to be Transfer
Restricted Securities).


 


Notwithstanding anything to the contrary contained in
this Agreement, the Company may suspend the use of the Prospectus included in any
Shelf Registration Statement in the event that, and for a period of time not to
exceed an aggregate of 90 days in any calendar year (such period being the “Shelf
Suspension Period”), if the Company notifies the Holder to suspend use (on one
or more occasions) of such Prospectus because the Board of Directors of the
Company has determined reasonably and in good faith that the filing of any such
initial Shelf Registration Statement or the continuing effectiveness thereof
would require the disclosure of material non-public information that, in the
reasonable judgment of the Board of Directors of the Company, would be
detrimental to the Company if so disclosed or would otherwise materially
adversely affect a financing, acquisition, disposition, merger or other
material transaction or such action is required by applicable law, provided that in no event shall the Company be required to
publicly disclose the business purpose for such suspension.


 


(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
or amendment or supplement thereto.  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.              Additional Interest.  If (i) the Exchange Offer has not been Consummated within 365
Business Days after the Closing Date or (ii) any Registration Statement
required by this Agreement is filed and declared effective but shall thereafter
cease to be effective (other than pursuant to a Shelf Suspension Period) or
fail to be usable for its intended purpose without being succeeded immediately
by a post-effective amendment to such Registration Statement or a prospectus
supplement that cures such failure and that is itself immediately declared
effective (each such event referred to in clauses (i) through (ii), a “Registration
Default”), 


 


6

















 


the Company hereby agrees
that the interest rate borne by the Transfer Restricted Securities shall be
increased by 0.25% per annum during the 90-day period immediately following the
occurrence of any Registration Default and shall increase by 0.25% per annum at
the end of each subsequent 90-day period, but in no event shall such increase
exceed 1.00% per annum.  Following the
earlier of (y) the cure of all Registration Defaults relating to any
particular Transfer Restricted Securities and (z) the date on which such
Transfer Restricted Securities cease to be Transfer Restricted Securities, the
interest rate borne by the relevant Transfer Restricted Securities will be
reduced to the original interest rate borne by such Transfer Restricted
Securities; provided, however,
that, if after any such reduction in interest rate, a different Registration
Default occurs, the interest rate borne by the relevant Transfer Restricted
Securities shall again be increased pursuant to the foregoing provisions as
though no such prior Registration Default had occurred.  Any amounts payable under this paragraph
shall also be deemed “Additional Interest” for purposes of this Agreement.


 


All obligations of the Company and the Guarantors set
forth in the preceding paragraph that are outstanding with respect to any Transfer
Restricted Security at the time such security ceases to be a Transfer
Restricted Security shall survive until such time as all such obligations with
respect to such security 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) hereof,
shall use their commercially reasonable efforts to Consummate the Exchange
Offer, and shall comply with all of the following provisions:


 


(i)            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
Securities to be issued in the Exchange Offer and (C) it is acquiring the
Exchange Securities 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 


 


7

















 


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 Securities obtained by such Holder in exchange for
Initial Securities acquired by such Holder directly from the Company.


 


(b)           Shelf Registration Statement.  In connection with the Shelf Registration Statement, each of the Company
and the Guarantors shall comply with all the provisions of Section 6(c) hereof
and shall use its commercially reasonable efforts to effect such registration
to permit the sale of the Transfer Restricted Securities being sold thereunder,
and pursuant thereto each of the Company and the Guarantors will 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.


 


(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 Initial Securities by
Broker-Dealers), each of the Company and the Guarantors shall:


 


(i)            use its commercially reasonable efforts to keep such Registration
Statement continuously effective (other than in connection with a Shelf Suspension
Period) and provide all requisite financial statements (including, if required
by the Securities Act or any regulation thereunder, financial statements of the
Guarantors for the period specified in Section 3 or 4 hereof, 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 period required by this
Agreement, the Company 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 its commercially reasonable 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 applicable 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;


 


8

















 


(iii)          if (1) a Shelf Registration Statement is filed pursuant to Section 4
hereof, or (2) a Prospectus contained in an Exchange Offer Registration
Statement filed pursuant to Section 3 hereof is required to be delivered
under the Securities Act to a Broker-Dealer who seeks to sell Exchange Notes
during the applicable period relating thereto, the Company shall promptly
advise the underwriter(s), if any, and selling Holders named in any Shelf
Registration Statement or each such Broker-Dealer, as the case may be, 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, and (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, each of the Company and the Guarantors shall use its
commercially reasonable efforts to obtain the withdrawal or lifting of such
order at the earliest practicable time;


 


(iv)          furnish without charge to each of the Initial Purchasers, each selling
Holder named in any Shelf Registration Statement, and each of the
underwriter(s), if any, before filing with the Commission, copies of any Shelf
Registration Statement or any Prospectus included therein or any amendments or
supplements to any such Shelf Registration Statement or Prospectus (including
all documents incorporated by reference after the initial filing of such Shelf
Registration Statement), which documents will be subject to the review and
comment 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 Shelf Registration Statement or Prospectus or any amendment or
supplement to any such Shelf Registration Statement or Prospectus (including
all such documents incorporated by reference) to which an Initial Purchaser of
Transfer Restricted Securities covered by such Shelf 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 Shelf
Registration Statement, amendment, Prospectus or supplement, as applicable, as
proposed to be filed, contains a material misstatement or omission;


 


9














 


(v)           make available at reasonable times for inspection by the Initial
Purchasers, the managing underwriter(s), if any, participating in any
disposition pursuant to such Shelf 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 each 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 Initial Purchaser, underwriter, attorney or
accountant in connection with such Shelf Registration Statement or any
post-effective amendment thereto subsequent to the filing thereof and prior to
its effectiveness and to participate in meetings with investors to the extent
requested by the managing underwriter(s), if any; provided,
that such Persons shall first agree that any information that is designated in
writing by the Company in good faith as confidential at the time of delivery of
such information shall be kept confidential by such Persons and that pricing or
other information related to the purchase of charged-off receivables shall not
be used for any purpose unrelated to the Shelf Registration Statement, unless (i) disclosure
of such information is required by a court or administrative order or is
necessary to respond to inquiries of regulatory authorities, (ii) disclosure
of such information is required by law (including any disclosure requirements
pursuant to federal securities laws in connection with the filing of any Shelf
Registration statement or the use of any prospectus referred to in this
agreement), (iii) such information becomes generally available to the
public other than as a result of a disclosure or failure to safeguard by any
such Person, or (iv) such information becomes available to any such Person
from a source other than the Company and such source is not known to such
Person to be bound by a confidentiality agreement;


 


(vi)          if requested by any selling Holders named in any Shelf Registration
Statement or the underwriter(s), if any, promptly incorporate in any Shelf
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;


 


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


 


(viii)        upon
request, furnish to each Initial Purchaser, each selling Holder and each of the
underwriter(s), if any, without charge, at least one copy of the Shelf
Registration Statement, as first filed with the Commission, and of each
amendment thereto,


 


10

















 


excluding
all documents incorporated by reference therein and all exhibits that are
publicly available;


 


(ix)           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; each of the Company and the Guarantors hereby consents 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;


 


(x)            take all such other commercially reasonable actions in connection
therewith in order to expedite or facilitate the disposition of the Transfer
Restricted Securities pursuant to any Shelf Registration Statement, all to such
extent as may be reasonably requested by any Holder of the Transfer Restricted
Securities or underwriter in connection with any sale or resale pursuant to any
Shelf Registration Statement; in the case of an Underwritten Registration, each
of the Company and the Guarantors shall:


 


(A)          enter into such agreements (including an underwriting agreement), and
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 Shelf Registration Statement
contemplated by this Agreement, all to such extent as may be reasonably
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
Shelf Registration Statement contemplated by this Agreement; and whether or not
an underwriting agreement is entered into and whether or not the registration
is an Underwritten Registration, each of the Company and the Guarantors shall:


 


(B)           furnish to each Initial Purchaser and each underwriter, if any, in such
substance and scope as they may reasonably request and as are customarily made
by issuers to underwriters in primary underwritten offerings, upon the
effectiveness of the 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 each of the Company and the
Guarantors, addressing, as of the date thereof, substantially similar matters
as 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 such
customary 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 


 


11

















 


Company
and the Guarantors, representatives of the independent public accountants for
the Company and the Guarantors, representatives of the underwriter(s), if any,
and counsel to the underwriter(s), if any, in connection with the preparation
of such Shelf 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, no facts came to such counsel’s
attention that caused such counsel to believe that the applicable Shelf
Registration Statement, at the time such Shelf 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 Shelf 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 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 Shelf 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 requested to be
covered in comfort letters by underwriters in connection with primary
underwritten offerings;


 


(C)           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


 


(D)          deliver such other documents and certificates as may be reasonably
requested by such parties to evidence compliance with Section 6(c)(x)(A) hereof
and with any customary conditions contained in the underwriting agreement or
other agreement entered into by the Company or any of the Guarantors pursuant
to this Section 6(c)(x), if any.


 


If at any time while the Shelf Registration
Statement is required to be effective pursuant to Section 4, the
representations and warranties of the Company and the Guarantors contemplated
in Section 6(c)(x)(B)(1) hereof cease to be true and correct in all
material respects, the Company or the Guarantors shall so advise the Initial
Purchasers and the underwriter(s), if any, and if requested by such Persons,
shall confirm such advice in writing;


 


12

















 


(xi)           prior to any public offering of Transfer Restricted Securities,
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 state securities or blue sky laws of
such jurisdictions as the selling Holders or underwriter(s), if any, 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 none of the Company or 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;


 


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


 


(xiii)         subject to the terms of the Indenture, 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 Holders
or underwriter(s);


 


(xiv)        use
its commercially reasonable efforts to cause the Transfer Restricted Securities
covered by the Shelf 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 Section 6(c)(xii) hereof;


 


(xv)         if any fact or event contemplated by Section 6(c)(iii)(D) hereof
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 in order to make the statements therein
not misleading;


 


(xvi)        provide
a CUSIP number for all Securities not later than the effective date of the
Registration Statement covering such Securities and provide the Trustee under
the Indenture with printed certificates for such Securities which are in a form
eligible for 


 


13

















 


deposit
with the Depository Trust Company and take all other action necessary to ensure
that all such Securities are eligible for deposit with the Depository Trust
Company;


 


(xvii)       cooperate
and assist in any filings required to be made with the FINRA 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 FINRA;


 


(xviii)      otherwise
use its commercially reasonable 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 of the Securities Act (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 commitment 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;


 


(xix)         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 the Trustee and
the Holders of Securities 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 use its commercially reasonable
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;
and


 


(xx)          provide promptly to each Holder upon request each document filed with
the Commission pursuant to the requirements of Section 13 and Section 15
of the Exchange Act to the extent not publicly available.


 


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 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) 


 


14

















 


hereof or shall have received the Advice; provided, however, that no such extension
shall be taken into account in determining whether Additional Interest is due
pursuant to Section 5 hereof or the amount of such Additional Interest, 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 hereof. 
Each Holder shall hold in confidence the fact that it has received
notice pursuant to this Section and any communication related thereto.


 


SECTION 7.              Registration Expenses.


 


(a)           All expenses incident to the Company’s and the Guarantors’ performance
of or compliance with this Agreement will be borne by the Company and the
Guarantors, jointly and severally, 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 FINRA (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 FINRA)); (ii) all fees
and expenses of compliance with federal securities and state securities or blue
sky laws; (iii) all expenses of printing (including printing 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 Guarantors and, subject
to Section 7(b) hereof, the Holders of Transfer Restricted
Securities; and (v) 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).


 


Each of the Company and the Guarantors will, in any
event, bear its 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 the Guarantors.


 


(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, jointly and
severally, 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 Cahill Gordon & Reindel 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 (i) each Holder and (ii) each Person, if
any, who controls (within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act) any Holder (any of the Persons referred
to in this clause (ii) being hereinafter referred to as a “controlling
person”) and (iii) the respective officers, directors, partners,
employees, representatives and agents of any Holder 


 


15

















 


or any controlling person
(any Person referred to in clause (i), (ii) or (iii) may hereinafter
be referred to as an “Indemnified Holder”), from and against any and all
losses, claims, damages, liabilities, judgments, actions and expenses
(including, without limitation, and as incurred, reimbursement of all
reasonable costs of investigating, preparing, pursuing, settling, compromising,
paying or defending any claim or action, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, including the
reasonable fees and expenses of counsel to any Indemnified Holder), joint or
several, directly or indirectly caused by, related to, based upon, arising out
of or in connection with any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement or Prospectus (or any
amendment or supplement thereto), or any omission or 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 expenses are 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 of the Guarantors may otherwise have.


 


In case any action or proceeding (including any
governmental or regulatory investigation or proceeding) shall be brought or
asserted against any of the Indemnified Holders with respect to which indemnity
may be sought against the Company or the Guarantors, such Indemnified Holder
(or the Indemnified Holder controlled by such controlling person) shall
promptly notify the Company and the Guarantors in writing; provided,
however, that the failure to give such notice shall not relieve any
of the Company or the Guarantors of its obligations pursuant to this
Agreement.  Such Indemnified Holder shall
have the right to employ its own counsel in any such action and the fees and
expenses of such counsel shall be paid, as incurred, by the Company and the
Guarantors (regardless of whether it is ultimately determined that an
Indemnified Holder is not entitled to indemnification hereunder).  The Company and the Guarantors shall not, in
connection with any one such action or proceeding or separate but substantially
similar or related actions or proceedings in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the reasonable
fees and expenses of more than one separate firm of attorneys (in addition to
any local counsel) at any time for such Indemnified Holders, which firm shall
be designated by the Holders.  The
Company and the Guarantors shall be liable for any settlement of any such
action or proceeding effected with the Company’s and the Guarantors’ prior
written consent, which consent shall not be withheld unreasonably, and each of
the Company and the Guarantors agrees to indemnify and hold harmless any
Indemnified Holder from and against any loss, claim, damage, liability or
expense by reason of any settlement of any action effected with the written
consent of the Company and the Guarantors. 
The Company and the Guarantors shall not, without the prior written
consent of each Indemnified Holder, settle or compromise or consent to the
entry of judgment in or otherwise seek to terminate any pending or threatened
action, claim, litigation or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not any Indemnified Holder is
a party thereto), unless such settlement, compromise, consent or termination
includes an unconditional release of each Indemnified Holder from all liability
arising out of such action, claim, litigation or proceeding.


 


(b)           Each Holder of Transfer Restricted Securities agrees, severally and not
jointly, to indemnify and hold harmless the Company, the Guarantors and their
respective directors,


 


16

















 


officers of the Company and
the Guarantors who sign a Registration Statement, and any Person controlling
(within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) the Company or any of the Guarantors, and the respective
officers, directors, partners, employees, representatives and agents of each
such Person, to the same extent as the foregoing indemnity from the Company and
the Guarantors to each of the Indemnified Holders, but only with respect to
claims and actions based on information relating to such Holder furnished in
writing by such Holder expressly for use in any Registration Statement.  In case any action or proceeding shall be
brought against the Company, the Guarantors or their respective directors or
officers 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 the Company and the Guarantors, and the
Company, the Guarantors, their respective directors and officers and such
controlling person shall have the rights and duties given to each Holder by the
preceding paragraph.


 


(c)           If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under Section 8(a) or (b) hereof
(other than by reason of exceptions provided in those Sections) in respect of
any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses 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 Company and the Guarantors shall be deemed to be equal to the total
gross proceeds to the Company and the Guarantors from the Initial Placement),
the amount of Additional Interest which did not become payable as a result of
the filing of the Registration Statement resulting in such losses, claims,
damages, liabilities, judgments actions or expenses, and such Registration
Statement, or if such allocation is not permitted by applicable law, the
relative fault of the Company and the Guarantors, on the one hand, and the
Holders, on the other hand, in connection with the statements or omissions
which resulted in such losses, claims, damages, liabilities or expenses, as
well as any other relevant equitable considerations.  The relative fault of the Company 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 or any of the
Guarantors, on the one hand, or the Indemnified Holders, 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 expenses referred to
above shall be deemed to include, subject to the limitations set forth in the
second paragraph of Section 8(a) 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 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


 


17

















 


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 Securities
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 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 Securities held by each of the Holders
hereunder and not joint.


 


SECTION 9.              Rule 144A.  Each of the
Company and the Guarantors hereby agrees 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 under the Securities Act, unless the
Company has become subject to Section 13 or 15 of the Exchange Act and
such information is publicly available.


 


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.            [Reserved].


 


SECTION 12.            Miscellaneous.


 


(a)           Remedies.  Each of the
Company and the Guarantors hereby agrees 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 agree to waive the defense in any
action for specific performance that a remedy at law would be adequate.


 


(b)           No Inconsistent Agreements.  Each of the
Company and the Guarantors will not 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 otherwise conflicts
with the provisions hereof.  Neither the
Company nor any of the Guarantors has previously 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 or any of the Guarantors’
securities under any agreement in effect on the date hereof.


 


18

















 


(c)           Adjustments Affecting the Securities. 
The Company will not take any action, or permit
any change to occur, with respect to the Securities 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 (i) in the case of Section 5
hereof and this Section 12(d)(i), obtained the written consent of Holders
of all outstanding Transfer Restricted Securities and (ii) in the case of
all other provisions hereof, obtained the written consent of Holders of a
majority of the outstanding aggregate principal amount of Transfer Restricted
Securities (excluding any Transfer Restricted Securities held by the Company or
its Affiliates).  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, however,
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:


 


SquareTwo Financial
Corporation

4340 S. Monaco, Second Floor

Denver, Colorado  80237

Facsimile: (303) 713-2509

Attention:  Chief Financial Officer /
General Counsel


 


with a copy to:


 


Hogan & Hartson LLP 

1200 17th Street

Denver, Colorado  80202-5840

Facsimile:  1.303.899.7333

Attention:  George Hagerty


 


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 


 


19

















 


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.  Delivery of
an executed counterpart of a signature page to this Agreement by
facsimile, email or other electronic means shall be effective as delivery of a
manually executed counterpart of this 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 CONFLICTS 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 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 with respect to the Transfer Restricted Securities.  This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.


 


20

















 


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


 


	
   

  	
  SQUARETWO FINANCIAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul A. Larkins

  
	
   

  	
   

  	
  Name: Paul A. Larkins

  
	
   

  	
   

  	
  Title: President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  HEALTHCARE FUNDING SOLUTIONS, LLC

  
	
   

  	
  CACH, LLC

  
	
   

  	
  CACV OF COLORADO, LLC

  
	
   

  	
  ORSA, LLC

  
	
   

  	
  CANDEO, LLC

  
	
   

  	
  AUTUS, LLC

  
	
   

  	
  CACH OF NJ, LLC

  
	
   

  	
  CACV OF NEW JERSEY, LLC

  
	
   

  	
  COLLECT AMERICA OF CANADA, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul A. Larkins

  
	
   

  	
   

  	
  Name: Paul A. Larkins

  
	
   

  	
   

  	
  Title: Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SQUARETWO FINANCIAL COMMERCIAL FUNDING CORPORATION

  
	
   

  	
  REFINANCE AMERICA, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas G. Good

  
	
   

  	
   

  	
  Name: Thomas G. Good

  
	
   

  	
   

  	
  Title: Secretary

  



 


21

















 


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


 


	
  BANC OF AMERICA SECURITIES LLC

  	
   

  
	
  Acting on behalf of itself

  	
   

  
	
  and as the Representative of

  	
   

  
	
  the several Initial Purchasers

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Banc of America Securities LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John McCusker

  	
   

  
	
   

  	
  John McCusker

  	
   

  
	
   

  	
  Managing Director

  	
   

  



 


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