EX-4.6






Exhibit 4.6




EXECUTION VERSION




REGISTRATION RIGHTS AGREEMENT




Dated June 30, 2008




among




TELESAT CANADA




and




TELESAT LLC




and




THE GUARANTORS NAMED HEREIN




and




MORGAN STANLEY & CO. INCORPORATED

UBS SECURITIES LLC




AS REPRESENTATIVES OF THE OTHER

INITIAL PURCHASERS NAMED HEREIN




12.5% SENIOR SUBORDINATED NOTES DUE 2017




 









 





REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of
June 30, 2008, among TELESAT CANADA, a Canadian corporation (the “Company”), TELESAT LLC, a
Delaware limited liability company (the “Co-Issuer” and, together with the Company, the
“Issuers”), the guarantors signatory hereto (each, a “Guarantor” and collectively,
the “Guarantors”) and MORGAN STANLEY & CO. INCORPORATED, UBS SECURITIES LLC, J.P. MORGAN
SECURITIES INC., SCOTIA CAPITAL (USA) INC. and JEFFERIES & COMPANY, INC. (the “Initial
Purchasers”).



     This Agreement is made pursuant to the Purchase Agreement dated June 24, 2008, between the
Issuers, the Guarantors and the Initial Purchasers (the “Purchase Agreement”), which
provides for the sale by the Issuers to the Initial Purchasers of an aggregate of $217,175,000
principal amount of the Issuers’ 12.5% Senior Subordinated Notes Due 2017 (the
“Securities”). In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Issuers have agreed to provide to the Initial Purchasers and their direct and
indirect transferees the registration rights set forth in this Agreement. The execution of this
Agreement is a condition to the closing under the Purchase Agreement.



     In consideration of the foregoing, the parties hereto agree as follows:



     1. Definitions.



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



     “1933 Act” shall mean the Securities Act of 1933, as amended from time to time.



     “1934 Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.



     “Closing Date” shall mean the Closing Date as defined in the Purchase Agreement.



     “Co-Issuer” has the meaning set forth in the preamble and shall also include the
Co-Issuer’s successors.



     “Company” has the meaning set forth in the preamble and shall also include the
Company’s successors.



     “Exchange Offer” shall mean the exchange offer by the Issuers of Exchange Securities
for Registrable Securities pursuant to Section 2(a) hereof.



     “Exchange Offer Registration” shall mean a registration under the 1933 Act effected
pursuant to Section 2(a) hereof.



     “Exchange Offer Registration Statement” shall mean an exchange offer registration
statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and
supplements to such registration statement, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference therein.



     “Exchange Securities” shall mean securities issued by the Issuers and guaranteed by
the Guarantors under the Senior Subordinated Indenture containing terms identical to the Securities
(except that (i) interest thereon shall accrue from the last date on which interest was paid on the
Securities or, if no such



 









 







interest has been paid, from June 30, 2008 and (ii) the Exchange Securities will not contain
restrictions on transfer) and to be offered to Holders of Securities in exchange for Securities
pursuant to the Exchange Offer.



     “Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405
under the Securities Act) prepared by or on behalf of the Issuers or used by the Issuers in
connection with the sale of the Securities or the Exchange Securities.



     “Guarantors” shall have the meaning set forth in the preamble hereto and shall include
any Guarantor’s successor.



     “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect transferees who become
registered owners of Registrable Securities under the Indentures; provided that for
purposes of Sections 4 and 5 of this Agreement, the term “Holders” shall include Participating
Broker-Dealers (as defined in Section 4(a)).



     “Indentures” shall mean the Senior Indenture and the Senior Subordinated Indenture.



     “Initial Purchasers” shall have the meaning set forth in the preamble.



     “Issuer Information” shall mean material information about the Issuers, the Guarantors
or any of their respective securities that has been provided by or on behalf of the Issuers and/or
the Guarantors.



     “Issue Date” shall have the meaning set forth in Section 2(a) hereof.



     “Issuers” has the meaning set forth in the preamble and shall also include the
Issuers’ successors.



     “Majority Holders” shall mean the Holders of a majority of the aggregate principal
amount of outstanding Registrable Securities; provided that whenever the consent or
approval of Holders of a specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by either the Company or the Co-Issuer or any of their affiliates (as
such term is defined in Rule 405 under the 1933 Act) (other than the Initial Purchasers or
subsequent Holders of Registrable Securities if such subsequent holders are deemed to be such
affiliates solely by reason of their holding of such Registrable Securities) shall not be counted
in determining whether such consent or approval was given by the Holders of such required
percentage or amount.



     “Person” shall mean an individual, partnership, limited liability company,
corporation, trust or unincorporated organization, or a government or agency or political
subdivision thereof.



     “Purchase Agreement” shall have the meaning set forth in the preamble.



     “Prospectus” shall mean the prospectus included in a Registration Statement, including
any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to such prospectus, and in each case including all material incorporated
by reference therein.



     “Registrable Securities” shall mean the Securities; provided, however,
that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with
respect to such Securities shall have been declared effective under the 1933 Act and such
Securities shall have been disposed of pursuant to such Registration Statement or (ii) when such
Securities shall have ceased to be outstanding.



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     “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Issuers and the Guarantors with this Agreement, including without limitation:
(i) all SEC, stock exchange or FINRA registration and filing fees, (ii) all fees and expenses
incurred in connection with compliance with state securities or blue sky laws (including reasonable
fees and disbursements of counsel for any underwriters or Holders in connection with blue sky
qualification of any of the Exchange Securities or Registrable Securities), (iii) all expenses of
any Persons in preparing or assisting in preparing, word processing, printing and distributing any
Registration Statement, any Prospectus, any Free Writing Prospectus, any amendments or supplements
thereto, any underwriting agreements, securities sales agreements and other documents relating to
the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees
and disbursements relating to the qualification of the Senior Subordinated Indenture under
applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii)
the fees and disbursements of counsel for the Issuers and the Guarantors and, in the case of a
Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which
counsel shall be selected by the Majority Holders and which counsel may also be counsel for the
Initial Purchasers) and (viii) the fees and disbursements of the independent public accountants of
the Issuers and the Guarantors, including the expenses of any special audits or “cold comfort”
letters required by or incident to such performance and compliance, but excluding fees and expenses
of counsel to the underwriters (other than fees and expenses set forth in clause (ii) above) or the
Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale
or disposition of Registrable Securities by a Holder.



     “Registration Statement” shall mean any registration statement of the Issuers and the
Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the
provisions of this Agreement and all amendments and supplements to any such Registration Statement,
including post-effective amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.



     “SEC” shall mean the Securities and Exchange Commission.



     “Securities” shall have the meaning set forth in the preamble.



     “Senior Indenture” shall mean the indenture relating to the Senior Notes dated as of
June 30, 2008 between the Issuers and The Bank of New York, as trustee, and as the same may be
amended from time to time in accordance with the terms thereof.



     “Senior Subordinated Indenture” shall mean the indenture relating to the Securities
dated as of June 30, 2008 between the Issuers and The Bank of New York, as trustee, and as the same
may be amended from time to time in accordance with the terms thereof.



     “Senior Notes” shall mean the $692,825,000 principal amount of the Issuers’ 11.0%
Senior Notes Due 2015.



     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b)
hereof.



     “Shelf Registration Statement” shall mean a “shelf” registration statement of the
Issuers and the Guarantors pursuant to the provisions of Section 2(b) of this Agreement which
covers all of the Registrable Securities (but no other securities unless approved by the Holders
whose Registrable Securities are covered by such Shelf Registration Statement) on an appropriate
form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all
amendments and supplements to such registration statement, including post-effective amendments, in
each case including the Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.



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     “Staff” shall have the meaning set forth in Section 2(a) hereof.



     “TIA” shall have the meaning set forth in Section 3(m) hereof.



     “Trustee” shall mean the trustee with respect to the Securities under the Senior
Subordinated Indenture.



     “Underwriter” shall have the meaning set forth in Section 3 hereof.



     “Underwritten Registration” or “Underwritten Offering” shall mean a
registration in which Registrable Securities are sold to an Underwriter for reoffering to the
public.



     2. Registration Under the 1933 Act.



     (a) To the extent not prohibited by any applicable law or applicable interpretation of the
Staff of the SEC (the “Staff”), the Issuers and the Guarantors shall use their commercially
reasonable efforts to cause to be filed, within 360 days of the date of the original issuance of
the Securities (the “Issue Date”) an Exchange Offer Registration Statement covering the
offer by the Issuers and the Guarantors to the Holders to exchange all of the Registrable
Securities for Exchange Securities and to have such Registration Statement remain effective until
the closing of the Exchange Offer. The Issuers and the Guarantors shall use their commercially
reasonable efforts to cause such Exchange Offer to be consummated within 450 days of the Issue
Date. The Issuers and the Guarantors shall commence the Exchange Offer promptly after the Exchange
Offer Registration Statement has been declared effective by the SEC. The Issuers and the
Guarantors shall commence the Exchange Offer by mailing the related exchange offer Prospectus and
accompanying documents to each Holder stating, in addition to such other disclosures as are
required by applicable law:




     (i) that the Exchange Offer is being made pursuant to this Registration Rights
Agreement and that all Registrable Securities validly tendered and not withdrawn will be
accepted for exchange;




     (ii) the dates of acceptance for exchange (which shall be a period of at least 20
business days from the date such notice is mailed) (each an “Exchange Date” and
collectively, the “Exchange Dates”);




     (iii) that any Registrable Security not tendered will remain outstanding and continue
to accrue interest (but not Additional Interest), but will not retain any rights under this
Registration Rights Agreement;




     (iv) that Holders electing to have a Registrable Security exchanged pursuant to the
Exchange Offer will be required to surrender such Registrable Security, together with the
enclosed letters of transmittal, to the institution and at the address specified in the
notice (located in the Borough of Manhattan, The City of New York) prior to the close of
business on the last Exchange Date; and




     (v) that Holders will be entitled to withdraw their election, not later than the close
of business on the last Exchange Date, by sending to the institution and at the address
specified in the notice (located in the Borough of Manhattan, The City of New York) a
telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the
principal amount of Registrable Securities delivered for exchange and a statement that such
Holder is withdrawing his election to have such Securities exchanged.



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     As soon as practicable after the last Exchange Date, the Issuers and the Guarantors shall:




     (i) accept for exchange Registrable Securities or portions thereof tendered and not
validly withdrawn pursuant to the Exchange Offer; and




     (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable
Securities or portions thereof so accepted for exchange by the Issuers and the Guarantors
and issue, and cause the Trustee to promptly authenticate and mail to each Holder, an
Exchange Security equal in principal amount to the principal amount of the Registrable
Securities surrendered by such Holder.



     The Issuers and the Guarantors shall use their commercially reasonable efforts to complete the
Exchange Offer as provided above and shall comply with the applicable requirements of the 1933 Act,
the 1934 Act and other applicable laws and regulations in connection with the Exchange Offer. The
Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not
violate applicable law or any applicable interpretation of the Staff. Upon the Initial Purchasers’
request, the Issuers and the Guarantors shall inform the Initial Purchasers of the names and
addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have
the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender
of Registrable Securities in the Exchange Offer.



     If the Issuers and the Guarantors commence the Exchange Offer, the Issuers and the Guarantors
shall be entitled to close the Exchange Offer twenty (20) business days after such commencement
(provided that the Issuers and the Guarantors have accepted all the Securities theretofore
validly tendered in accordance with the terms of the Exchange Offer).



     Each Holder participating in the Exchange Offer shall be required to represent to the Issuers
and the Guarantors in writing that at the time of the consummation of the Exchange Offer (i) any
Exchange Securities received by such Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding with any Person to participate in the
distribution (within the meaning of the 1933 Act) of the Exchange Securities and (iii) such Holder
is not an affiliate of either of the Issuers or any of the Guarantors within the meaning of Rule
405 of the 1933 Act, or if it is an affiliate such Holder will comply with the registration and
prospectus delivery requirements of the 1933 Act to the extent applicable, (iv) if such Holder is
not a broker-dealer, that it is not engaged in and does not intend to engage in the distribution of
the Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange
Securities for its own account in exchange for Securities that were acquired as a result of market
making activities or other trading activities and that it will be required to acknowledge that it
will deliver a prospectus in connection with the resale of such Exchange Securities.



     (b) In the event that (i) the Issuers and the Guarantors determine that the Exchange Offer
Registration provided for in Section 2(a) above is not available or may not be consummated as soon
as practicable after the last Exchange Date because it would violate applicable law or the
applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any other
reason consummated within 450 days of the Issue Date or (iii) the Exchange Offer has been completed
and in the opinion of counsel for the Initial Purchasers a Registration Statement must be filed and
a Prospectus must be delivered by the Initial Purchasers in connection with any offering or sale of
Registrable Securities because the Securities held by it are not eligible to be exchanged for
Exchange Securities in the Exchange Offer, the Issuers and the Guarantors shall use their
commercially reasonable efforts to cause to be filed as soon as practicable after such
determination, date or notice of such opinion of counsel is given to the Issuers and the
Guarantors, as the case may be, a Shelf Registration Statement providing for the sale by the
Holders of all of the Registrable Securities and to have such Shelf Registration Statement declared
effective by the SEC. In



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the event the Issuers and the Guarantors are required to file a Shelf Registration Statement
solely as a result of the matters referred to in clause (iii) of the preceding sentence, the
Issuers and the Guarantors shall use their commercially reasonable efforts to file and have
declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section
2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a
combined Registration Statement with the Exchange Offer Registration Statement) with respect to
offers and sales of Registrable Securities held by the Initial Purchasers after completion of the
Exchange Offer. The Issuers and the Guarantors agree to use their commercially reasonable efforts
to keep the Shelf Registration Statement continuously effective until the earliest of (i) the one
year period from the date declared effective by the SEC or (ii) the date on which all Registrable
Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement. The Issuers and the Guarantors further agree to supplement or amend the
Shelf Registration Statement if required by the rules, regulations or instructions applicable to
the registration form used by the Issuers and the Guarantors for such Shelf Registration Statement
or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if
reasonably requested by a Holder with respect to information relating to such Holder, and to use
their commercially reasonable efforts to cause any such amendment to become effective and such
Shelf Registration Statement to become usable as soon as thereafter practicable. The Issuers and
the Guarantors agree to furnish to the Holders of Registrable Securities copies of any such
supplement or amendment promptly after its being used or filed with the SEC.



     (c) The Issuers and the Guarantors shall pay all Registration Expenses in connection with the
registration pursuant to Section 2(a) and Section 2(b). Each Holder shall pay all underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such
Holder’s Registrable Securities pursuant to the Shelf Registration Statement.



     (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC; provided, however, that, if,
after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf
Registration Statement is interfered with by any stop order, injunction or other order or
requirement of the SEC or any other governmental agency or court, such Registration Statement will
be deemed not to have become effective during the period of such interference until the offering of
Registrable Securities pursuant to such Registration Statement may legally resume. In the event
that (i) the Shelf Registration Statement is not filed with the SEC within 360 days of the Issue
Date or (ii) the Exchange Offer is not consummated or the Shelf Registration Statement is not
declared effective within 450 days of the Issue Date, the interest rate on the Securities will be
increased by 0.50% per annum for the first 90-day period thereafter, and the amount of such
additional interest will increase by an additional 0.50% for each subsequent 90-day period, up to a
maximum of 1.0% over the original interest rate on the Securities (“Additional Interest”).
At the time the Exchange Offer is consummated or the Shelf Registration Statement is declared
effective by the SEC, the interest rate on the Securities shall revert to the original interest
rate on the Closing Date and the Issuers and the Guarantors shall no longer be required to pay
Additional Interest.



     (e) Without limiting the remedies available to the Initial Purchasers and the Holders, the
Issuers and the Guarantors acknowledge that any failure by the Issuers and the Guarantors to comply
with their obligations under Section 2(a) and Section 2(b) hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy
at law, that it will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may
be required to specifically enforce the Issuers’ obligations under Section 2(a) and Section 2(b)
hereof.



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     3. Registration Procedures.



     (a) In connection with the obligations of the Issuers and the Guarantors with respect to the
Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the Issuers and the
Guarantors shall:



     (b) prepare and file with the SEC a Registration Statement on the appropriate form under the
1933 Act, which form (x) shall be selected by the Issuers and the Guarantors and (y) shall, in the
case of a Shelf Registration, be available for the sale of the Registrable Securities by the
selling Holders thereof and (z) shall comply as to form in all material respects with the
requirements of the applicable form and include all financial statements required by the SEC to be
filed therewith, and use their commercially reasonable efforts to cause such Registration Statement
to become effective and remain effective in accordance with Section 2 hereof;



     (c) prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement effective for the
applicable period and cause each Prospectus to be supplemented by any required prospectus
supplement and, as so supplemented, to be filed pursuant to Rule 424 under the 1933 Act; to keep
each Prospectus current during the period described under Section 4(3) and Rule 174 under the 1933
Act that is applicable to transactions by brokers or dealers with respect to the Registrable
Securities or Exchange Securities;



     (d) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to
counsel for the Initial Purchasers, to counsel for the Holders and to each Underwriter of an
Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such
other documents as such Holder or Underwriter may reasonably request, other than exhibits to
documents incorporated by reference or exhibits thereto or documents available on the SEC’s
Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”), in order to facilitate
the public sale or other disposition of the Registrable Securities; and the Issuers and the
Guarantors consent to the use of such Prospectus and any amendment or supplement thereto in
accordance with applicable law by each of the selling Holders of Registrable Securities and any
such Underwriters in connection with the offering and sale of the Registrable Securities covered by
and in the manner described in such Prospectus or any amendment or supplement thereto in accordance
with applicable law;



     (e) use their commercially reasonable efforts to register or qualify the Registrable
Securities under all applicable state securities or “blue sky” laws of such jurisdictions as any
Holder of Registrable Securities covered by a Registration Statement shall reasonably request in
writing by the time the applicable Registration Statement is declared effective by the SEC, to
cooperate with such Holders in connection with any filings required to be made with FINRA and do
any and all other acts and things which may be reasonably necessary or advisable to enable such
Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned
by such Holder; provided, however, that the Issuers and the Guarantors shall not be
required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction
where it would not otherwise be required to qualify but for this Section 3(d), (ii) file any
general consent to service of process or (iii) subject itself to taxation in any such jurisdiction
if it is not so subject;



     (f) in the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel
for the Holders and counsel for the Initial Purchasers promptly and, if requested by any such
Holder or counsel, confirm such advice in writing (i) when a Registration Statement has become
effective and when any post-effective amendment thereto has been filed and becomes effective or
when any Free Writing Prospectus has been filed, (ii) of any request by the SEC or any state
securities authority for amendments



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and supplements to a Registration Statement and Prospectus or any Free Writing Prospectus or
for additional information after the Registration Statement has become effective, (iii) of the
issuance by the SEC or any state securities authority of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any proceedings for that purpose,
(iv) if, between the effective date of a Registration Statement and the closing of any sale of
Registrable Securities covered thereby, the representations and warranties of the Issuers and the
Guarantors contained in any underwriting agreement, securities sales agreement or other similar
agreement, if any, relating to the offering cease to be true and correct in all material respects
or if the Issuers or the Guarantors receives any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, (v) of the happening of any event during the period a Shelf
Registration Statement is effective which makes any statement made in such Registration Statement
or the related Prospectus or Free Writing Prospectus untrue in any material respect or which
requires the making of any changes in such Registration Statement or Prospectus or Free Writing
Prospectus in order to make the statements therein not misleading and (vi) of any determination by
the Issuers and the Guarantors that a post-effective amendment to a Registration Statement or any
amendment or supplement to the Prospectus or any Free Writing Prospectus would be appropriate;



     (g) use their commercially reasonable efforts to obtain the withdrawal of any order suspending
the effectiveness of a Registration Statement at the earliest possible moment and provide immediate
notice to each Holder of the withdrawal of any such order;



     (h) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities,
without charge, at least one conformed copy of each Registration Statement and any post-effective
amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless
requested);



     (i) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable
Securities to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends and enable such
Registrable Securities to be in such denominations (consistent with the provisions of the Senior
Subordinated Indenture) and registered in such names as the selling Holders may reasonably request
at least one business day prior to the closing of any sale of Registrable Securities;



     (j) in the case of a Shelf Registration, upon the occurrence of any event contemplated by
Section 3(f)(v) hereof, use their commercially reasonable efforts to prepare and file with the SEC
a supplement or post-effective amendment to a Registration Statement or the related Prospectus or
Free Writing Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of the Registrable Securities,
such Prospectus or Free Writing Prospectus will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Issuers and the Guarantors agree to
notify the Holders to suspend use of the Prospectus or Free Writing Prospectus as promptly as
practicable after the occurrence of such an event, and the Holders hereby agree to suspend use of
the Prospectus or Free Writing Prospectus until the Issuers and the Guarantors have amended or
supplemented the Prospectus or Free Writing Prospectus to correct such misstatement or omission;



     (k) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any
Free Writing Prospectus, any amendment to a Registration Statement or amendment or supplement to a
Prospectus, Free Writing Prospectus or any document which is to be incorporated by reference into a
Registration Statement or a Prospectus after initial filing of a Registration Statement, provide
copies of such document to the Initial Purchasers and its counsel (and, in the case of a Shelf
Registration Statement, the Holders and their counsel) and make such of the representatives of the
Issuers as shall be reasonably



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requested by the Initial Purchasers or its counsel (and, in the case of a Shelf Registration
Statement, the Holders or their counsel) available for discussion of such document, and shall not
at any time file or make any amendment to the Registration Statement, any Prospectus, any Free
Writing Prospectus or any amendment of or supplement to a Registration Statement, any Free Writing
Prospectus or a Prospectus or any document which is to be incorporated by reference into a
Registration Statement, Prospectus or Free Writing Prospectus, of which the Initial Purchasers and
its counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel)
shall not have previously been advised and furnished a copy or to which the Initial Purchasers or
its counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel)
shall reasonably object;



     (l) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case
may be, not later than the effective date of a Registration Statement;



     (m) cause the Senior Subordinated Indenture to be qualified under the Trust Indenture Act of
1939, as amended (the “TIA”), in connection with the registration of the Exchange
Securities or Registrable Securities, as the case may be, cooperate with the Trustee and the
Holders to effect such changes to the Senior Subordinated Indenture as may be required for the
Senior Subordinated Indenture to be so qualified in accordance with the terms of the TIA and
execute, and use their commercially reasonable efforts to cause the Trustee to execute, all
documents as may be required to effect such changes and all other forms and documents required to
be filed with the SEC to enable the Senior Subordinated Indenture to be so qualified in a timely
manner;



     (n) to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing
Prospectus that is required to be filed by the Issuers or Guarantors in accordance with the
Securities Act and to retain any Free Writing Prospectus not required to be filed;



     (o) in the case of a Shelf Registration, make available for inspection by a representative of
the Holders of the Registrable Securities, any Underwriter participating in any disposition
pursuant to such Shelf Registration Statement, and attorneys and accountants designated by the
Holders, at reasonable times and in a reasonable manner, all financial and other records, pertinent
documents and properties of the Issuers and the Guarantors (other than such records, documents and
properties that the Issuers are prohibited from supplying by applicable law and regulations), and
cause the respective officers, directors and employees of the Issuers and the Guarantors to supply
all information reasonably requested by any such representative, Underwriter, attorney or
accountant in connection with a Shelf Registration Statement;



     (p) use their commercially reasonable efforts to cause the Exchange Securities or Registrable
Securities, as the case may be, to be rated by two nationally recognized statistical rating
organizations (as such term is defined in Rule 436(g)(2) under the 1933 Act); and



     (q) in the case of a Shelf Registration, enter into such customary agreements and take all
such other actions in connection therewith (including those requested by the Holders of a majority
of the Registrable Securities being sold) in order to expedite or facilitate the disposition of
such Registrable Securities including, but not limited to, an Underwritten Offering and in such
connection, (i) to the extent possible, make such representations and warranties to the Holders and
any Underwriters of such Registrable Securities with respect to the business of each Co-Issuer and
its subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference or
deemed incorporated by reference, if any, in each case, in form, substance and scope as are
customarily made by issuers to underwriters in underwritten offerings and confirm the same if and
when requested, (ii) obtain opinions of counsel to the Issuers and the Guarantors (which counsel
and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and
such Underwriters and their respective counsel) addressed to each selling



-9-









 







Holder and Underwriter of Registrable Securities, covering the matters customarily covered in
opinions requested in underwritten offerings, (iii) obtain “cold comfort” letters from the
independent registered public accountants of the Issuers and the Guarantors (and, if necessary, any
other certified public accountant of any subsidiary of either Co-Issuer, or of any business
acquired by either Co-Issuer or the Guarantors for which financial statements and financial data
are or are required to be included in the Registration Statement) addressed to each selling Holder
and Underwriter of Registrable Securities, such letters to be in customary form and covering
matters of the type customarily covered in “cold comfort” letters in connection with underwritten
offerings, and (iv) deliver such documents and certificates as may be reasonably requested by the
Holders of a majority in principal amount of the Registrable Securities being sold or the
Underwriters, and which are customarily delivered in underwritten offerings, to evidence the
continued validity of the representations and warranties of the Issuers and the Guarantors made
pursuant to clause (i) above and to evidence compliance with any customary conditions contained in
an underwriting agreement.



     In the case of a Shelf Registration Statement, the Issuers may require each Holder of
Registrable Securities to furnish to the Issuers such information regarding the Holder and the
proposed distribution by such Holder of such Registrable Securities as the Issuers may from time to
time reasonably request in writing.



     In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any
notice from the Issuers or the Guarantors of the happening of any event of the kind described in
Section 3(f)(v) hereof, such Holder will forthwith discontinue disposition of Registrable
Securities pursuant to a Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by the
Issuers or the Guarantors, such Holder will deliver to the Issuers and the Guarantors (at its
expense) all copies in its possession, other than permanent file copies then in such Holder’s
possession, of the Prospectus covering such Registrable Securities current at the time of receipt
of such notice. If the Issuers and the Guarantors shall give any such notice to suspend the
disposition of Registrable Securities pursuant to a Registration Statement, the Issuers and the
Guarantors shall extend the period during which the Registration Statement shall be maintained
effective pursuant to this Agreement by the number of days during the period from and including the
date of the giving of such notice to and including the date when the Holders shall have received
copies of the supplemented or amended Prospectus and any Free Writing Prospectus necessary to
resume such dispositions. The Issuers and the Guarantors may give any such notice only twice
during any 365 day period and any such suspensions may not exceed 45 days for each suspension and
there may not be more than two suspensions in effect during any 365 day period.



     Notwithstanding the foregoing (and anything else to the contrary in this Agreement), the
Issuers and the Guarantors may allow a Shelf Registration Statement to cease to be effective if the
Boards of Directors of the Issuers determine in good faith that it is in the Issuers’ best
interests not to disclose the existence of facts surrounding any proposed or pending material
corporate transaction involving either Co-Issuer or a Guarantor, and the Issuers notify the Holders
of Registrable Securities promptly after such Board of Directors makes such determination;
provided, however, that such period shall not be greater than 60 days (whether or
not consecutive) in the aggregate, and provided further that the period referred to
in this paragraph during which the Issuers and the Guarantors agree to use their commercially
reasonable efforts to keep such Shelf Registration Statement effective shall be extended by the
number of days during which such Shelf Registration Statement was not effective pursuant to the
foregoing provision.



     The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to
do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten
Offering, the investment banker and manager (the “Underwriter”) that will administer the
offering will be selected



-10-









 







by the Majority Holders of the Registrable Securities included in such offering, subject to
the approval of the Issuers, which approval shall not be unreasonably withheld or delayed.



     4. Participation of Broker-Dealers in Exchange Offer.



     (a) The Staff of the SEC has taken the position that any broker-dealer that receives Exchange
Securities for its own account in the Exchange Offer in exchange for Securities that were acquired
by such broker-dealer as a result of market-making or other trading activities (a
“Participating Broker-Dealer”), may be deemed to be an “underwriter” within the meaning of
the 1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act in connection
with any resale of such Exchange Securities.



     The Issuers and the Guarantors understand that it is the Staff’s position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating Broker-Dealers may
resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the 1933 Act in connection
with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise
meets the requirements of the 1933 Act.



     (b) In light of the above, notwithstanding the other provisions of this Agreement, the Issuers
and the Guarantors agree that the provisions of this Agreement as they relate to a Shelf
Registration shall also apply to an Exchange Offer Registration to the extent, and with such
reasonable modifications thereto as may be reasonably requested by the Initial Purchasers or by one
or more Participating Broker-Dealers, in each case as provided in clause (ii) below, in order to
expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers
consistent with the positions of the Staff recited in Section 4(a) above; provided that:




     (i) the Issuers and the Guarantors shall not be required to amend or supplement the
Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be
contemplated by Section 3(i), (A) after the Participating Broker-Dealers shall have disposed
of the Registrable Securities or (B) for a period exceeding 180 days after the last Exchange
Date (as such period may be extended pursuant to the penultimate paragraph of Section 3 of
this Agreement) and Participating Broker-Dealers shall not be authorized by the Issuers and
the Guarantors to deliver and shall not deliver such Prospectus after such date or period in
connection with the resales contemplated by this Section 4; and




     (ii) the application of the Shelf Registration procedures set forth in Section 3 of
this Agreement to an Exchange Offer Registration, to the extent not required by the
positions of the Staff or the 1933 Act and the rules and regulations thereunder, will be in
conformity with the reasonable request to the Issuers and the Guarantors by the Initial
Purchasers or with the reasonable request in writing to the Issuers by one or more
broker-dealers who certify to the Initial Purchasers and the Issuers and the Guarantors in
writing that they anticipate that they will be Participating Broker-Dealers; and
provided further that, in connection with such application of the Shelf
Registration procedures set forth in Section 3 to an Exchange Offer Registration, the
Issuers and the Guarantors shall be obligated (x) to deal only with one entity representing
the Participating Broker-Dealers, which shall be Morgan Stanley & Co. Incorporated unless it
elects not to act as such representative, (y) to pay the fees and expenses of only one
counsel representing the Participating Broker-Dealers, which shall be counsel to the Initial
Purchasers unless such counsel elects not to so act and (z) to cause to be delivered only
one, if any, “cold comfort” letter with respect to



-11-









 







the Prospectus in the form existing on the last Exchange Date and with respect to each
subsequent amendment or supplement, if any, effected during the period specified in clause
(i) above.



     (c) The Initial Purchasers shall have no liability to the Issuers, the Guarantors or any
Holder with respect to any request that it may make pursuant to Section 4(b) above.



     5. Indemnification and Contribution.



     (a) The Company and each of the Guarantors agree to indemnify and hold harmless the Initial
Purchasers, each Holder, their respective affiliates, directors and officers and each Person, if
any, who controls the Initial Purchasers or any Holder within the meaning of either Section 15 of
the 1933 Act or Section 20 of the 1934 Act, or is under common control with, or is controlled by,
the Initial Purchasers or any Holder, from and against all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred by the Initial
Purchasers, any Holder or any such controlling or affiliated Person in connection with defending or
investigating any such action or claim) caused by any untrue statement or alleged untrue statement
of a material fact contained in any Registration Statement (or any amendment thereto) pursuant to
which Exchange Securities or Registrable Securities were registered under the 1933 Act, including
all documents incorporated therein by reference, or caused by 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, or caused by any untrue statement or alleged untrue statement of a material
fact contained in any Prospectus (as amended or supplemented if the Issuers and the Guarantors
shall have furnished any amendments or supplements thereto), any Free Writing Prospectus or any
issuer information (“Issuer Information”) filed or required to be filed pursuant to Rule
433(d) under the 1933 Act, or caused by any omission or alleged omission to state therein a
material fact necessary to make the statements therein in light of the circumstances under which
they were made not misleading, except insofar as such losses, claims, damages or liabilities are
caused by any such untrue statement or omission or alleged untrue statement or omission based upon
information relating to the Initial Purchasers or any Holder furnished to the Issuers in writing by
Morgan Stanley & Co. Incorporated or any selling Holder expressly for use therein. In connection
with any Underwritten Offering permitted by Section 3, the Company and each of the Guarantors will
also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry
professionals participating in the distribution, their officers and directors and each Person who
controls such Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent as
provided above with respect to the indemnification of the Holders, if requested in connection with
any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.



     (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Issuers,
the Guarantors, the Initial Purchasers and the other selling Holders, and each of their respective
affiliates, directors, officers who sign the Registration Statement and each Person, if any, who
controls either Co-Issuer or the Guarantors, the Initial Purchasers and any other selling Holder
within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same
extent as the foregoing indemnity from the Issuers and the Guarantors to the Initial Purchasers and
the Holders, but only with reference to information relating to such Holder furnished to the
Issuers in writing by such Holder expressly for use in any Registration Statement (or any amendment
thereto), any Prospectus (or any amendment or supplement thereto) or in any Free Writing Prospectus
or Issuer Information.



     (c) In case any proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a)
or paragraph (b) above, such Person (the “indemnified party”) shall promptly notify the
Person against whom such indemnity may be sought (the “indemnifying party”) in writing and
the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to



-12-









 







represent the indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In
any such proceeding, any indemnified party shall have the right to retain its own counsel, but the
fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both parties by the
same counsel would be inappropriate due to actual or potential differing interests between them.
It is understood that the indemnifying party shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for (a) the fees and expenses of more than
one separate firm (in addition to any local counsel) for the Initial Purchasers and all Persons, if
any, who control the Initial Purchasers within the meaning of either Section 15 of the 1933 Act or
Section 20 of the 1934 Act, (b) the fees and expenses of more than one separate firm (in addition
to any local counsel) for the Issuers, the Guarantors, their respective directors and officers who
sign the Registration Statement and each Person, if any, who controls the Company or the Guarantors
within the meaning of either such Section and (c) the fees and expenses of more than one separate
firm (in addition to any local counsel) for all Holders and all Persons, if any, who control any
Holders within the meaning of either such Section, and that all such fees and expenses shall be
reimbursed as they are incurred. In such case involving the Initial Purchasers and Persons who
control the Initial Purchasers, such firm shall be designated in writing by Morgan Stanley & Co.
Incorporated. In such case involving the Holders and such Persons who control Holders, such firm
shall be designated in writing by the Majority Holders. In all other cases, such firm shall be
designated by the Issuers. The indemnifying party 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
from and against any loss or liability 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 the
second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable
for any settlement of any proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the aforesaid request
and (ii) such indemnifying party shall not have reimbursed the indemnified party for such fees and
expenses of counsel 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 of any pending or threatened proceeding in respect of which such indemnified party is or
could have been a party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement (i) includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding and (ii) does not include any
statement as to or any admission of fault, culpability or a failure to act by or on behalf of the
indemnified party.



     (d) If the indemnification provided for in paragraph (a) or paragraph (b) of this Section 5 is
unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or
liabilities, then each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and
of the indemnified party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of the Issuers and the Guarantors, on the
one hand, and the Holders, on the other hand, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Issuers and the
Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Holders’ respective obligations
to contribute pursuant to this



-13-









 







Section 5(d) are several in proportion to the respective principal amount of Registrable
Securities of such Holder that were registered pursuant to a Registration Statement.



     (e) The Issuers, the Guarantors and each Holder agree that it would not be just or equitable
if contribution pursuant to this Section 5 were determined by pro rata allocation
or by any other method of allocation that does not take account of the equitable considerations
referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result
of the losses, claims, damages and liabilities referred to in paragraph (d) above 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 5, no Holder shall be required to indemnify
or contribute any amount in excess of the amount by which the total price at which Registrable
Securities were sold by such Holder exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. The remedies provided for in this Section 5 are not exclusive and
shall not limit any rights or remedies which may otherwise be available to any indemnified party at
law or in equity.



     The indemnity and contribution provisions contained in this Section 5 shall remain operative
and in full force and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of the Initial Purchasers, any Holder or any Person controlling
the Initial Purchasers or any Holder, or by or on behalf of the Issuers, the Guarantors, their
respective officers or directors or any Person controlling the Company or the Guarantors, (iii)
acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant
to a Shelf Registration Statement.



     6. Miscellaneous.



     (a) No Inconsistent Agreements. The Issuers and the Guarantors have not entered into,
and on or after the date of this Agreement will not enter into, any agreement which is inconsistent
with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any
way conflict with and are not inconsistent with the rights granted to the holders of the Issuers’
or the Guarantors’ other issued and outstanding securities under any such agreements.



     (b) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given unless the Issuers have obtained the
written consent of Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement, waiver or consent;
provided, however, that no amendment, modification, supplement, waiver or consent
to any departure from the provisions of Section 5 hereof shall be effective as against any Holder
of Registrable Securities unless consented to in writing by such Holder.



     (c) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any
courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by
such Holder to the Issuers by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set
forth in the Purchase Agreement; and (ii) if to the Issuers and the Guarantors, initially at the
Issuers’ address set forth in the Purchase Agreement and thereafter at such other address, notice
of which is given in accordance with the provisions of this Section 6(c).



-14-









 





     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 is acknowledged, if
telecopied; and on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.



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



     (d) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors, assigns and transferees of each of the parties, including, without
limitation and without the need for an express assignment, subsequent Holders; provided
that nothing herein shall be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Purchase Agreement. If any transferee of
any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement,
and by taking and holding such Registrable Securities such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of this Agreement and
such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their
capacity as Initial Purchasers) shall have no liability or obligation to the Issuers or the
Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of,
any of the obligations of such Holder under this Agreement.



     (e) Third Party Beneficiary. The Holders shall be third party beneficiaries to the
agreements made hereunder between the Issuers and the Guarantors, on the one hand, and the Initial
Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.



     (f) 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. Facsimile
signatures shall constitute original signatures for all purposes of this Agreement.



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



     (h) Governing Law. This Agreement shall be governed by the laws of the State of New
York.



     (i) 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.



-15-









 





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



	 	 	 	 	 
	 	TELESAT CANADA

 	 
	 	By:  	/s/ Ted H. Ignacy
 	 
	 	 	Name:  	Ted H. Ignacy	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	TELESAT LLC

 	 
	 	By:  	/s/ Ted H. Ignacy
 	 
	 	 	Name:  	Ted H. Ignacy	 
	 	 	Title:  	Chief Financial Officer and Treasurer 	 
	 



Senior Subordinated Registration Rights Agreement















 





	 	 	 
	 

	 	INFOSAT COMMUNICATIONS, INC.
	 

	 	ABLE INFOSAT COMMUNICATIONS, INC.






	 	 	 	 	 
	 	 	 
	 	By:  	                   /s/ Graeme A. Watson
 	 
	 	 	Name:  	Graeme A. Watson  	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



	 	 	 
	 

	 	TELESAT HOLDINGS INC.
	 

	 	TELESAT INTERCO INC.
	 

	 	INFOSAT ABLE HOLDINGS, INC.
	 

	 	TELESAT SATELLITE HOLDINGS

CORPORATION
	 

	 	SKYNET SATELLITE CORPORATION
	 

	 	TELESAT INTERNATIONAL, L.L.C.
	 

	 	TELESAT BRAZIL HOLDINGS LLC
	 

	 	TELESAT NETWORK SERVICES, INC.
	 

	 	TELESAT NETWORK SERVICES INTERNATIONAL, INC.
	 

	 	TELESAT NS, INC.
	 

	 	TELESAT NS HOLDINGS, L.L.C.
	 

	 	TELESAT NETWORK SERVICES HOLDINGS L.L.C.
	 

	 	TELESAT NS, L.L.C.
	 

	 	TELESAT NETWORK SERVICES, L.L.C.
	 

	 	TELESAT SATELLITE GP, LLC
	 

	 	TELESAT SATELLITE LP
	 

	 	TELESAT COMMUNICATIONS SERVICES, INC.






	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Daniel S. Goldberg
 	 
	 	 	Name:  	Daniel S. Goldberg 	 
	 	 	Title:  	President and Chief Executive) Officer 	 
	 



[Senior Subordinated Registration Rights Agreement]




 









 







	 	 	 	 	 
	 	TELESAT SPACE PARTICIPATES LTDA. 

TELESAT BRASIL CAPACIDADE DE 

SATELITES LTDA. 

as Guarantors

 	 
	 	By:  	/s/ Philip Joseph Rabito
 	 
	 	 	Name:  	Philip Joseph Rabito 	 
	 	 	Title:  	Officer 	 
	 
	 	 	 
	 	By:  	/s/ Flávio Bartolomeu da Silva
 	 
	 	 	Name:  	Flávio Bartolomeu da Silva 	 
	 	 	Title:  	Officer 	 
	 
	 	TELESAT SERVICOS DE 

TELECOMUNICACAO LTDA. 

TELESATBRASILLTDA. 

as Guarantors

 	 
	 	By:  	/s/ Antonio Lage Filho
 	 
	 	 	Name:  	Antonio Lage Filho 	 
	 	 	Title:  	Officer 	 
	 
	 	TELESAT (IOM) LIMITED 

as Guarantor

 	 
	 	By:  	/s/ Brian G. Hatton
 	 
	 	 	Name:  	Brian G. Hatton 	 
	 	 	Title:  	Director 	 
	 



[Senior Subordinated Registration Rights Agreement]




 








 






Confirmed and accepted as of the date first above written, as representatives of the other Initial
Purchasers named herein:




	 	 	 	 	 
	MORGAN STANLEY & CO. INCORPORATED
	 
	 	 	 	 
	By:

	 	/s/ Andrew W. Earls	 	 
	 

	 	 

Name: Andrew W. Earls	 	 
	 

	 	Title: Managing Director	 	 






 









 






Confirmed and accepted as of the date first above written, as representatives of the
other Initial Purchasers named herein:




	 	 	 	 	 
	UBS SECURITIES LLC
	 
	 	 	 	 
	By:

	 	/s/ Erwin Mack	 	 
	 

	 	 

Name: Erwin Mack
	 	 
	 

	 	Title: Director	 	 
	 
	 	 	 	 
	By:

	 	/s/ Alyssa Morris	 	 
	 

	 	 	 	 
	 

	 	Name: Alyssa Morris	 	 
	 

	 	Title: Director	 	 






Signature Page to

Senior Subordinated Registration Rights Agreement