Exhibit 4.6


 


$172,000,000


 


RAFAELLA
APPAREL GROUP, INC.


 


11 1/4% of
Senior Secured Notes due 2011


 


REGISTRATION
RIGHTS AGREEMENT


 


June 20, 2005


 


JEFFERIES & COMPANY, INC.

520 Madison Avenue

New York, NY 10022


 


Ladies and Gentlemen:


 


Rafaella Apparel Group,
Inc., a Delaware corporation (the “Company”) is issuing and selling to
Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set
forth in the Purchase Agreement dated June 13, 2005, by and among the Company,
the Initial Purchaser and the subsidiary guarantors named therein (the “Purchase
Agreement”), $172,000,000 aggregate principal amount at maturity of 11 1/4%
Senior Secured Notes due 2011 issued by the Company (each, a “Note” and
collectively, the “Notes”). As an inducement to the Initial Purchaser to enter
into the Purchase Agreement, the Company and each of the Subsidiary Guarantors
(as defined below), agree with the Initial Purchaser, for the benefit of the
Holders (as defined below) of the Notes (including, without limitation, the Initial
Purchaser), as follows:


 


1.         Definitions


 


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


 


Additional
Interest: See Section 4(a).


 


Advice: See
Section 6(w).


 


Agreement:
This Registration Rights Agreement, dated as of the Closing
Date, between the Company and the Initial Purchaser.


 


Applicable
Period: See Section 2(e).


 


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


 


Closing
Date: June 20, 2005.


 


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


 


Company:
See the introductory paragraph to this Agreement.


 


Effectiveness
Date: The 120th day after the Filing Date.


 


Effectiveness
Period: See Section 3(a).


 


Event
Date: See Section 4(b).


 


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


 


Exchange
Notes: Senior Secured Notes due 2011 of the Company,
identical in all material respects to the Notes, including the guarantees
endorsed thereon, except for references to series and restrictive legends.


 


Exchange
Offer: See Section 2(a).


 


Exchange
Registration Statement: See Section 2(a).


 


Filing
Date: October 31, 2006.


 


Holder: Any
registered holder of Registrable Notes.


 


Indemnified
Party: See Section 8(c).


 


Indemnifying
Party: See Section 8(c).


 


Indenture:
The Indenture, dated as of the Closing Date, among the
Company, the Subsidiary Guarantors and Bank of New York, as trustee and
collateral agent, pursuant to which the Notes are being issued, as amended or
supplemented from time to time in accordance with the terms hereof.


 


Initial
Purchaser: See the introductory paragraph to this Agreement.


 


Initial
Shelf Registration: See Section 3(a).


 


Inspectors:
See Section 6(o).


 


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


 


Losses: See
Section 8(a).


 


NASD: National
Association of Securities Dealers, Inc.


 


Notes: See
the introductory paragraph to this Agreement.


 


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


 


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


 


Private
Exchange: See Section 2(f).


 


Private
Exchange Notes: See Section 2(f).


 


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


 


Purchase
Agreement: See the introductory paragraph to this Agreement.


 


Records:
See Section 6(o).


 


Registrable
Notes: (i) Notes, (ii) Private Exchange Notes and (iii)
Exchange Notes received in the Exchange Offer, in each case, that may not be
sold without restriction under federal or state securities laws.


 


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


 


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


 


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


 


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


 


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


 


3

















 


SEC:
The Securities and Exchange Commission.


 


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


 


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


 


Shelf
Notice: See Section 2(j).


 


Shelf
Registration: See Section 3(b).


 


Subsequent
Shelf Registration: See Section 3(b).


 


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


 


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


 


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


 


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


 


2.                          Exchange Offer


 


(a)                    Unless the
Exchange Offer would not be permitted by applicable laws or a policy of the
SEC, the Company shall (and shall cause each Subsidiary Guarantor to) (i)
prepare and file with the SEC promptly after the date hereof, but in no event
later than the Filing Date, a registration statement (the “Exchange
Registration Statement”) on an appropriate form under the Securities Act with
respect to an offer (the “Exchange Offer”) to the Holders of Notes to issue and
deliver to such Holders, in exchange for the Notes, a like principal amount at
maturity of Exchange Notes, (ii) use its reasonable best efforts to cause the
Exchange Registration Statement to become effective as promptly as practicable
after the filing thereof, but in no event later than the Effectiveness Date,
(iii) use its reasonable best efforts to keep the Exchange Registration
Statement effective until the consummation of the Exchange Offer in accordance
with its terms, and (iv) commence the Exchange Offer and use its reasonable
best efforts to issue on or prior to 30 days after the Effectiveness Date,
Exchange Notes in exchange for all Notes tendered prior thereto in the Exchange
Offer. The Exchange Offer shall not be subject to any conditions, other than
that the Exchange Offer does not violate applicable law or any applicable
interpretation of the staff of the SEC.


 


(b)                   The Exchange
Notes shall be issued under, and entitled to the benefits of, (i) the Indenture
or a trust indenture that is identical to the Indenture (other than such
changes as are necessary to comply with any requirements of the SEC to effect
or


 


4

















 


maintain the qualifications
thereof under the TIA) and (ii) the Collateral Agreements.


 


(c)                    Interest on
the Exchange Notes and Private Exchange Notes will accrue (A) from the later of
(i) the last interest payment due date on which interest was paid on the Notes
surrendered in exchange therefor or, (ii) if the note is surrendered for
exchange on a date in a period which includes the record date for an interest
payment date to occur on or after the date of such exchange and as to which
interest will be paid, the date of such interest payment date; or (B) if no
interest has been paid on the Notes, from the date of original issue of the
Notes. Each Exchange Note and Private Exchange Note shall bear interest at the
rate set forth thereon; provided, that interest with respect to the period
prior to the issuance thereof shall accrue at the rate or rates borne by the
Notes from time to time during such period.


 


(d)                   The Company may
require each Holder as a condition to participation in the Exchange Offer to
represent (i) that any Exchange Notes received by it will be acquired in the
ordinary course of its business, (ii) that at the time of the commencement and
consummation of the Exchange Offer such Holder has not entered into any
arrangement or understanding with any Person to participate in the distribution
(within the meaning of the Securities Act) of the Exchange Notes in violation
of the provisions of the Securities Act, (iii) that if such Holder is an “affiliate”
of the either of the Company within the meaning of Rule 405 of the Securities
Act, it will comply with the registration and prospectus delivery requirements
of the Securities Act to the extent applicable to it, (iv) if such Holder is
not a broker-dealer, that it is not engaged in, and does not intend to engage
in, the distribution of the Notes and (v) if such Holder is a Participating
Broker-Dealer (as defined below), that it will deliver a Prospectus in
connection with any resale of the Exchange Notes.


 


(e)                    The Company
shall (and shall cause each Subsidiary Guarantor to) include within the
Prospectus contained in the Exchange Registration Statement a section entitled “Plan
of Distribution” reasonably acceptable to the Initial Purchaser which shall
contain a summary statement of the then current positions taken or policies made
by the staff of the SEC with respect to the potential “underwriter” status of
any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under
the Exchange Act) of Exchange Notes received by such broker-dealer in the
Exchange Offer for its own account in exchange for Notes that were acquired by
it as a result of market-making or other trading activity (a “Participating
Broker-Dealer”). Such “Plan of Distribution” section shall also allow, to the
extent permitted by applicable policies and regulations of the SEC, the use of
the Prospectus by all Persons subject to the prospectus delivery requirements
of the Securities Act, including, to the extent so permitted, all Participating
Broker-Dealers, and include a statement describing the manner in which
Participating Broker-Dealers may resell the Exchange Notes. The Company shall
use its reasonable best efforts to keep the Exchange Registration Statement
effective and to amend and supplement the Prospectus contained therein, in
order to permit


 


5

















 


such Prospectus to be
lawfully delivered by all Persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as such Persons must
comply with such requirements in order to resell the Exchange Notes; provided
that such period shall not exceed the lesser of 180 days and the date on which
all persons subject to the prospectus delivery requirements of the Securities
Act have sold all Exchange Notes held by them (the “Applicable Period”).


 


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


 


(g)                   In connection
with the Exchange Offer, the Company shall (and shall cause each Subsidiary
Guarantor to):


 


(i)                        mail to
each Holder a copy of the Prospectus forming part of the Exchange Registration
Statement, together with an appropriate letter of transmittal that is an
exhibit to the Exchange Offer Registration Statement, and any related
documents;


 


(ii)                     keep the
Exchange Offer open for not less than 20 Business Days after the date notice
thereof is mailed to the Holders (or longer if required by applicable law);


 


(iii)                  utilize the
services of a depository for the Exchange Offer with an address in the Borough
of Manhattan, the City of New York, which may be the Trustee or an affiliate
thereof;


 


(iv)                 permit Holders to
withdraw tendered Registrable Notes at any time prior to the close of business,
New York time, on the last Business Day on which the Exchange Offer shall
remain open; and


 


(v)                    otherwise
comply in all material respects with all applicable laws.


 


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


 


6

















 


(i)                        accept for
exchange all Registrable Notes validly tendered pursuant to the Exchange Offer
or the Private Exchange, as the case may be, and not validly withdrawn;


 


(ii)                     deliver to
the Trustee for cancellation all Registrable Notes so accepted for exchange;
and


 


(iii)                  cause the
Trustee to authenticate and deliver promptly to each Holder tendering such
Registrable Notes, Exchange Notes or Private Exchange Notes, as the case may
be, equal in principal amount at maturity to the Notes of such Holder so
accepted for exchange.


 


(i)                       The
Exchange Notes and the Private Exchange Notes may be issued under (i) the
Indenture or (ii) an indenture identical to the Indenture (other than such
changes as are necessary to comply with any requirements of the SEC to effect
or maintain the qualification thereof under the TIA), which in either event
will provide that the Exchange Notes will not be subject to the transfer
restrictions set forth in the Indenture, that the Private Exchange Notes will
be subject to the transfer restrictions set forth in the Indenture, and that
the Exchange Notes, the Private Exchange Notes and the Notes, if any, will be
deemed one class of security (subject to the provisions of the Indenture) and
entitled to participate in all the security granted by the Company pursuant to
the Collateral Agreements and in any Subsidiary Guarantee (as such terms are
defined in the Indenture) on an equal and ratable basis.


 


(j)                       If: (i)
prior to the consummation of the Exchange Offer, the Holders of a majority in
aggregate principal amount at maturity of Registrable Notes determines in its
or their reasonable judgment that (A) the Exchange Notes would not, upon
receipt, be tradeable by the Holders thereof without restriction under the
Securities Act and the Exchange Act and without material restrictions under
applicable Blue Sky or state securities laws, or (B) the interests of the
Holders under this Agreement, taken as a whole, would be materially adversely
affected by the consummation of the Exchange Offer; (ii) applicable
interpretations of the staff of the SEC would not permit the consummation of
the Exchange Offer prior to the Effectiveness Date; (iii) subsequent to the
consummation of the Private Exchange, any Holder of Private Exchange Notes so
requests; (iv) the Exchange Offer is not consummated within 30 days from the
Effectiveness Date; or (v) in the case of (A) any Holder not permitted by
applicable law or SEC policy to participate in the Exchange Offer, (B) any
Holder participating in the Exchange Offer that receives Exchange Notes that
may not be sold without restriction under state and federal securities laws
(other than due solely to the status of such Holder as an affiliate of the
Company within the meaning of the Securities Act) or (C) any broker-dealer that
holds Notes acquired directly from the Company or any of its affiliates and, in
each such case contemplated by this clause (v), such Holder notifies the
Company within six months of consummation of the Exchange Offer, then the
Company shall promptly (and in any event within five Business Days) deliver to
the Holders (or in the case of an occurrence of any event described in clause
(v) of


 


7

















 


this Section 2(j), to any
such Holder) and the Trustee notice thereof (the “Shelf Notice”) and shall as
promptly as possible thereafter (but in no event more than 45 days after
delivery of the Shelf Notice) file an Initial Shelf Registration pursuant to
Section 3.


 


3.         Shelf Registration


 


If a Shelf Notice is
delivered pursuant to Section 2(j), then this Section 3 shall apply to all
Registrable Notes. Otherwise, upon consummation of the Exchange Offer in
accordance with Section 2, the provisions of Section 3 shall apply solely with
respect to (i) Notes held by any Holder thereof not permitted to participate in
the Exchange Offer, (ii) Notes held by any broker-dealer that acquired such
Notes directly from the Company or any of its affiliates and (iii) Exchange Notes
that are not freely tradeable as contemplated by Section 2(j)(v) hereof,
provided in each case that the relevant Holder has duly notified the Company
within six months of the Exchange Offer as required by Section 2(j)(v).


 


(a)                    Initial
Shelf Registration. The Company shall (and shall cause each Subsidiary
Guarantor to), as promptly as practicable, file with the SEC a Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415
covering all of the Registrable Notes (the “Initial Shelf Registration”).
If the Company (and any Subsidiary Guarantor) has not yet filed an Exchange
Registration Statement, the Company shall (and shall cause each Subsidiary
Guarantor to) file with the SEC the Initial Shelf Registration on or prior to
the Filing Date and shall use its reasonable best efforts to cause such Initial
Shelf Registration to be declared effective under the Securities Act on or
prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause
each Subsidiary Guarantor to) use its reasonable best efforts to file with the
SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf
Notice and shall use its reasonable best efforts to cause such Shelf
Registration to be declared effective under the Securities Act as promptly as
practicable thereafter (but in no event more than 45 days after delivery of the
Shelf Notice). The Initial Shelf Registration shall be on Form S-l or another
appropriate form permitting registration of such Registrable Notes for resale
by Holders in the manner or manners reasonably designated by them (including,
without limitation, one or more underwritten offerings). The Company and
Subsidiary Guarantors shall not permit any securities other than the
Registrable Notes to be included in any Shelf Registration. The Company shall
(and shall cause each Subsidiary Guarantor to) use its reasonable best efforts
to keep the Initial Shelf Registration continuously effective under the
Securities Act until the date which is 24 months from the Closing Date (subject
to extension pursuant to the last paragraph of Section 6(w) (the “Effectiveness
Period”), or such shorter period ending when (i) all Registrable Notes
covered by the Initial Shelf Registration have been sold in the manner set forth
and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf
Registration covering all of the Registrable Notes covered by and not sold
under the Initial Shelf Registration or an earlier Subsequent Shelf
Registration has been declared effective under the Securities Act or (iii)
there cease to be any outstanding Registrable Notes.


 


8

















 


(b)                   Subsequent
Shelf Registrations. If the Initial Shelf Registration or any Subsequent
Shelf Registration (as defined below) ceases to be effective for any reason at
any time during the Effectiveness Period (other than because of the sale of all
of the securities registered thereunder), the Company shall (and shall cause
each Subsidiary Guarantor to) use its reasonable best efforts to obtain the
prompt withdrawal of any order suspending the effectiveness thereof, and in any
event shall within 30 days of such cessation of effectiveness amend such Shelf
Registration in a manner to obtain the withdrawal of the order suspending the
effectiveness thereof, or file (and cause each Subsidiary Guarantor to file) an
additional “shelf” Registration Statement pursuant to Rule 415 covering all of
the Registrable Notes (a “Subsequent Shelf Registration”). If a
Subsequent Shelf Registration is filed, the Company shall (and shall cause each
Subsidiary Guarantor to) use its reasonable best efforts to cause the
Subsequent Shelf Registration to be declared effective as soon as practicable
after such filing and to keep such Subsequent Shelf Registration continuously
effective for a period equal to the number of days in the Effectiveness Period
less the aggregate number of days during which the Initial Shelf Registration
or any Subsequent Shelf Registration was previously continuously effective. As
used herein the term “Shelf Registration” means the Initial Shelf Registration
and any Subsequent Shelf Registrations


 


(c)                    Supplements
and Amendments. The Company shall promptly supplement and amend any Shelf
Registration if required by the rules, regulations or instructions applicable
to the registration form used for such Shelf Registration, if required by the
Securities Act, or if reasonably requested in writing by the Holders of a
majority in aggregate principal amount at maturity of the Registrable Notes
covered by such Shelf Registration or by any underwriter of such Registrable
Notes.


 


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


 


4.         Additional Interest


 


(a)                    The Company
and each Subsidiary Guarantor acknowledges and agrees that the Holders of
Registrable Notes will suffer damages if the Company or any Subsidiary
Guarantor fails to fulfill its material obligations under Section 2 or Section
3 hereof and that it would not be feasible to ascertain the extent of such


 


9

















 


damages with precision.
Accordingly, the Company and the Subsidiary Guarantors agree to pay additional
cash interest on the Notes of 1.0% per annum (“Additional Interest”)
under the circumstances and to the extent set forth below (each of which shall
be given independent effect):


 


(i)                        if neither
the Exchange Registration Statement nor the Initial Shelf Registration has been
filed on or prior to the Filing Date;


 


(ii)                     if neither
the Exchange Registration Statement nor the Initial Shelf Registration is declared
effective on or prior to the Effectiveness Date;


 


(iii)                  if (A) the
Company (and any Subsidiary Guarantor) has not exchanged Exchange Notes for all
Notes validly tendered in accordance with the terms of the Exchange Offer on or
prior to the 30th day after the Effectiveness Date, (B) the Exchange
Registration Statement ceases to be effective at any time prior to the time
that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration
has been declared effective and such Shelf Registration ceases to be effective
at any time prior to the second anniversary of the Closing Date (other than
such time as all Notes have been disposed of thereunder) and is not declared
effective again within 30 days, or (D) pending the announcement of a material corporate
transaction, the Company issues a written notice pursuant to Section 6(e)(v) or
(vi) that a Shelf Registration Statement or Exchange Registration Statement is
unusable and the aggregate number of days in any 365-day period for which all
such notices issued or required to be issued, have been, or were required to
be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in
the case of a Shelf Registration statement, or 15 days in the aggregate in the
case of an Exchange Registration Statement;


 


provided,
however, that the Additional Interest rate on the Notes will in no event
exceed 1.0% per annum; and provided  further, that (1) upon the
filing of the Exchange Registration Statement or Initial Shelf Registration (in
the case of (i) above), (2) upon the effectiveness of the Exchange Registration
Statement or Initial Shelf Registration (in the case of (ii) above), or (3)
upon the exchange of Exchange Notes for all Notes tendered (in the case of
(iii)(A) above), or upon the effectiveness of the Exchange Registration
Statement that had ceased to remain effective (in the case of clause (iii)(B)
above), or upon the effectiveness of a Shelf Registration which had ceased to
remain effective (in the case of (iii)(C) above), Additional Interest on the
Notes as a result of such clause (or the relevant subclause thereof) or upon
the effectiveness of such Registration Statement or Exchange Registration
Statement (in the case of clause (iii)(D) above), as the case may be, shall
cease to accrue.


 


(b)                   The Company
shall notify the Trustee within 3 Business Days after each and every date on
which an event occurs in respect of which Additional Interest is required to be
paid (an “Event Date”). Any amounts of Additional Interest due


 


10

















 


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


 


5.                          Hold-Back Agreements


 


The Company agrees that
it will not effect any public or private sale or distribution (including a sale
pursuant to Regulation D under the Securities Act) of any securities the same
as or similar to those covered by a Registration Statement filed pursuant to
Section 2 or 3 hereof (other than Additional Notes (as defined in the
Indenture) issued under the Indenture), or any securities convertible into or
exchangeable or exercisable for such securities, during the 10 days prior to,
and during the 90-day period beginning on, the effective date of any
Registration Statement filed pursuant to Sections 2 and 3 hereof unless the
Holders of a majority in the aggregate principal amount at maturity of the
Registrable Notes to be included in such Registration Statement consent, if the
managing underwriter thereof so requests in writing.


 


6.                          Registration Procedures


 


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


 


(a)                    Prepare and
file with the SEC as soon as practicable after the date hereof but in any event
on or prior to the Filing Date, the Exchange Registration Statement or if the
Exchange Registration Statement is not filed because of the circumstances
contemplated by Section 2(j), a Shelf Registration as prescribed by Section 3,
and to cause each such Registration Statement to become effective and remain
effective as provided herein; provided that, if (1) a Shelf Registration is
filed pursuant to Section 3 or (2) a Prospectus contained in an Exchange
Registration Statement filed pursuant to Section 2 is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period relating thereto, before filing any
Registration Statement or Prospectus or any amendments or supplements thereto
the Company shall (and shall cause each Subsidiary Guarantor to), if requested,
furnish to and afford the Holders of the Registrable Notes to be registered
pursuant to such Shelf Registration Statement, each Participating
Broker-Dealer, the managing


 


11

















 


underwriters, if any, and
each of their respective counsel, a reasonable opportunity to review copies of
all such documents (including copies of any documents to be incorporated by
reference therein and all exhibits thereto) proposed to be filed (in each case
at least 5 Business Days prior to such filing). The Company and each Subsidiary
Guarantor shall not file any such Registration Statement or Prospectus or any
amendments or supplements thereto in respect of which the Holders must provide
information for the inclusion therein without the Holders being afforded an
opportunity to review such documentation if the holders of a majority in
aggregate principal amount at maturity of the Registrable Notes covered by such
Registration Statement, or any such Participating Broker-Dealer, as the case
may be, the managing underwriters, if any, or any of their respective counsel
shall reasonably object in writing on a timely basis. A Holder shall be deemed to
have reasonably objected to such filing if such Registration Statement,
amendment, Prospectus or supplement, as applicable, as proposed to be filed,
contains an untrue statement of a material fact or omits to state any material
fact necessary to make the statements therein not misleading or fails to comply
with the applicable requirements of the Securities Act.


 


(b)                   Provide an
indenture trustee for the Registrable Notes, the Exchange Notes or the Private
Exchange Notes, as the case may be, and cause the Indenture (or other indenture
relating to the Registrable Notes) to be qualified under the TIA not later than
the effective date of the first Registration Statement; and in connection
therewith, to effect such changes to such indenture as may be required for such
indenture to be so qualified in accordance with the terms of the TIA; and
execute, and use its reasonable best efforts to cause such trustee to execute,
all documents as may be required to effect such changes, and all other forms
and documents required to be filed with the SEC to enable such indenture to be
so qualified in a timely manner.


 


(c)                    Prepare and
file with the SEC such pre-effective amendments and post-effective amendments
to each Shelf Registration or Exchange Registration Statement, as the case may
be, as may be necessary to keep such Registration Statement continuously
effective for the Effectiveness Period or the Applicable Period, as the case
may be; cause the related Prospectus to be supplemented by any Prospectus
supplement required by applicable law, and as so supplemented to be filed
pursuant to Rule 424 (or any similar provisions then in force) promulgated
under the Securities Act; and comply with the provisions of the Securities Act
and the Exchange Act applicable to them with respect to the disposition of all
securities covered by such Registration Statement as so amended or in such
Prospectus as so supplemented and with respect to the subsequent resale of any
securities being sold by a Participating Broker-Dealer covered by any such
Prospectus. The Company and each Subsidiary Guarantor shall not, during the
Applicable Period, voluntarily take any action that would result in selling
Holders of the Registrable Notes covered by a Registration Statement or
Participating Broker-Dealers seeking to sell Exchange Notes not being able to
sell such Registrable Notes or such Exchange Notes during that period, unless
such action is required by applicable law, rule or regulation or permitted by
this Agreement.


 


12

















 


(d)                   Furnish to such
selling Holders and Participating Broker-Dealers who so request in writing (i)
upon the Company’s receipt, a copy of the order of the SEC declaring such
Registration Statement and any post effective amendment thereto effective, (ii)
such reasonable number of copies of such Registration Statement and of each
amendment and supplement thereto (in each case including any documents
incorporated therein by reference and all exhibits), (iii) such reasonable
number of copies of the Prospectus included in such Registration Statement
(including each preliminary Prospectus) and each amendment and supplement
thereto, and such reasonable number of copies of the final Prospectus as filed
by the Company and each Subsidiary Guarantor pursuant to Rule 424(b) under the
Securities Act, in conformity with the requirements of the Securities Act and
each amendment and supplement thereto, and (iv) such other documents (including
any amendments required to be filed pursuant to clause (c) of this Section), as
any such Person may reasonably request in writing. The Company and the
Subsidiary Guarantors hereby consent to the use of the Prospectus by each of
the selling Holders of Registrable Notes or each such Participating
Broker-Dealer, as the case may be, and the underwriters or agents, if any, and
dealers, if any, in connection with the offering and sale of the Registrable
Notes covered by, or the sale by Participating Broker-Dealers of the Exchange
Notes pursuant to, such Prospectus and any amendment or supplement thereto.


 


(e)                    If (1) a Shelf
Registration is filed pursuant to Section 3, or (2) a Prospectus contained in
an Exchange Registration Statement filed pursuant to Section 2 is required to
be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period relating thereto, the
Company shall notify in writing the selling Holders of Registrable Notes, or
each such Participating Broker-Dealer, as the case may be, the managing underwriters,
if any, and each of their respective counsel promptly (but in any event within
2 Business Days) (i) when a Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to a Registration
Statement or any post-effective amendment, when the same has become effective
(including in such notice a written statement that any Holder may, upon
request, obtain, without charge, one conformed copy of such Registration
Statement or post-effective amendment including financial statements and
schedules, documents incorporated or deemed to be incorporated by reference and
exhibits), (ii) of the issuance by the SEC of any stop order suspending the
effectiveness of a Registration Statement or of any order preventing or suspending
the use of any Prospectus or the initiation of any proceedings for that
purpose, (iii) if at any time when a Prospectus is required by the Securities
Act to be delivered in connection with sales of the Registrable Notes the
representations and warranties of the Company and any Subsidiary Guarantor
contained in any agreement (including any underwriting agreement) contemplated
by Section 6(n) hereof cease to be true and correct, (iv) of the receipt by the
Company or any Subsidiary Guarantor of any notification with respect to the
suspension of the qualification or exemption from qualification of a
Registration Statement or any of the Registrable Notes or the Exchange Notes to
be sold by any Participating Broker-Dealer for offer or sale in any jurisdiction,
or


 


13

















 


the initiation or
threatening of any proceeding for such purpose, (v) of the happening of any
event, the existence of any condition of any information becoming known that
makes any statement made in such Registration Statement or related Prospectus
or any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires the making of any changes in,
or amendments or supplements to, such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement and the
Prospectus, it will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, (vi) of any reasonable determination by the Company or any
Subsidiary Guarantor that a post-effective amendment to a Registration
Statement would be appropriate and (vii) of any request by the SEC for
amendments to the Registration Statement or supplements to the Prospectus or
for additional information relating thereto.


 


(f)                      Use its
reasonable best efforts to prevent the issuance of any order suspending the effectiveness
of a Registration Statement or of any order preventing or suspending the use of
a Prospectus or suspending the qualification (or exemption from qualification)
of any of the Registrable Notes or the Exchange Notes to be sold by any
Participating Broker-Dealer, for sale in any jurisdiction, and, if any such
order is issued, to use its reasonable best efforts to obtain the withdrawal of
any such order at the earliest possible date.


 


(g)                   If (A) a Shelf
Registration is filed pursuant to Section 3, (B) a Prospectus contained in an
Exchange Registration Statement filed pursuant to Section 2 is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period or (C) reasonably requested
in writing by the managing underwriters, if any, or the Holders of a majority
in aggregate principal amount at maturity of the Registrable Notes being sold
in connection with an underwritten offering, (i) promptly incorporate in a
Prospectus supplement or post-effective amendment such information or revisions
to information therein relating to such underwriters or selling Holders as the
managing underwriters, if any, or such Holders or any of their respective
counsel reasonably request in writing to be included or made therein and (ii)
make all required filings of such Prospectus supplement or such post-effective
amendment as soon as practicable after the Company has received notification of
the matters to be incorporated in such Prospectus supplements or post-effective
amendment.


 


(h)                   Prior to any
public offering of Registrable Notes or any delivery of a Prospectus contained
in the Exchange Registration Statement by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period, use its reasonable
best efforts to register or qualify, and to cooperate with the selling Holders
of Registrable Notes or each such Participating Broker-Dealer, as the case may
be, the underwriters, if any, and their respective counsel in connection with
the registration or qualification (or exemption from such registration or


 


14

















 


qualification) of such
Registrable Notes or Exchange Notes, as the case may be, for offer and sale
under the securities or Blue Sky laws of such jurisdictions within the United
States as any selling Holder, Participating Broker-Dealer or any managing
underwriter or underwriters, if any, reasonably request in writing; provided
that where Exchange Notes held by Participating Broker-Dealers or Registrable
Notes are offered other than through an underwritten offering, the Company and
each Subsidiary Guarantor agree to cause its counsel to perform Blue Sky
investigations and file any registrations and qualifications required to be
filed pursuant to this Section 6(h), keep each such registration or
qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and do any and all
other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of the Exchange Notes held by Participating
Broker-Dealers or the Registrable Notes covered by the applicable Registration
Statement; provided that neither the Company nor any Subsidiary Guarantor shall
be required to (A) qualify generally to do business in any jurisdiction where
it is not then so qualified, (B) take any action that would subject it to
general service of process in any such jurisdiction where it is not then so
subject or (C) subject itself to taxation in any such jurisdiction where it is
not then so subject.


 


(i)                       If (A) a
Shelf Registration is filed pursuant to Section 3 or (B) a Prospectus contained
in an Exchange Registration Statement filed pursuant to Section 2 is requested
to be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period, cooperate with the
selling Holders of Registrable Notes and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Registrable Notes to be sold, which certificates
shall not bear any restrictive legends and shall be in a form eligible for
deposit with The Depository Trust Company, and enable such Registrable Notes to
be in such denominations and registered in such names as the managing
underwriter or underwriters, if any, or Holders may reasonably request.


 


(j)                       Use its
reasonable best efforts to cause the Registrable Notes covered by any Registration
Statement to be registered with or approved by such governmental agencies or
authorities as may be necessary to enable the seller or sellers thereof or the
underwriter, if any, to consummate the disposition of such Registrable Notes,
except as may be required solely as a consequence of the nature of such selling
Holder’s business, in which case the Company shall (and shall cause each
Subsidiary Guarantor to) cooperate in all reasonable respects with the filing
of such Registration Statement and the granting of such approvals; provided
that neither the Company nor any existing Subsidiary Guarantor shall be
required to (A) qualify generally to do business in any jurisdiction where it
is not then so qualified, (B) take any action that would subject it to general
service of process in any jurisdiction where it is not then so subject or (C)
subject itself to taxation in any such jurisdiction where it is not then so
subject.


 


15

















 


(k)                    If (1) a Shelf
Registration is filed pursuant to Section 3, or (2) a Prospectus contained in
an Exchange Registration Statement filed pursuant to Section 2 is required to
be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period, upon the occurrence
of any event contemplated by paragraph 6(e)(v) or 6(e)(vi) hereof, as promptly
as practicable, prepare and file with the SEC, at the expense of the Company
and the Subsidiary Guarantors, a supplement or post-effective amendment to the
Registration Statement or a supplement to the related Prospectus or any
document incorporated or deemed to be incorporated therein by reference, or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Notes being sold thereunder or to the purchasers
of the Exchange Notes to whom such Prospectus will be delivered by a
Participating Broker-Dealer, such Prospectus will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and, if SEC review is
required, use its reasonable best efforts to cause such post-effective amendment
to be declared effective as soon as possible.


 


(l)                       Use its
reasonable best efforts to cause the Registrable Notes covered by a
Registration Statement to be rated with such appropriate rating agencies, if so
requested in writing by the Holders of a majority in aggregate principal amount
at maturity of the Registrable Notes covered by such Registration Statement or
the managing underwriter or underwriters, if any.


 


(m)                 Prior to the
initial issuance of the Exchange Notes, (i) provide the Trustee with one or
more certificates for the Registrable Notes in a form eligible for deposit with
The Depository Trust Company and (ii) provide a CUSIP number for the Exchange
Notes.


 


(n)                   If a Shelf
Registration is filed pursuant to Section 3, enter into such agreements
(including an underwriting agreement in form, scope and substance as is
customary in underwritten offerings of debt securities similar to the Notes, as
may be appropriate in the circumstances) and take all such other actions in
connection therewith (including those reasonably requested in writing by the
managing underwriters, if any, or the Holders of a majority in aggregate
principal amount at maturity of the Registrable Notes being sold) in order to
expedite or facilitate the registration or the disposition of such Registrable
Notes, and in such connection, whether or not an underwriting agreement is
entered into and whether or not the registration is an Underwritten
Registration, (i) make such representations and warranties to the Holders and
the underwriters, if any, with respect to the business of the Company and its
subsidiaries as then conducted, and the Registration Statement, Prospectus and
documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, in form, substance and scope as are customarily made by
issuers to underwriters in underwritten offerings of debt securities similar to
the Notes, as may be appropriate in the circumstances, and confirm the same if
and when reasonably required; (ii) obtain an opinion of


 


16

















 


counsel to the Company
and the Subsidiary Guarantors and updates thereof (which counsel and opinions
(in form, scope and substance) shall be reasonably satisfactory to the managing
underwriters, if any, and the Holders of a majority in aggregate principal
amount at maturity of the Registrable Notes being sold), addressed to each
selling Holder and each of the underwriters, if any, covering the matters
customarily covered in opinions of counsel to the Company and the Subsidiary
Guarantors requested in underwritten offerings of debt securities similar to
the Notes, as may be appropriate in the circumstances; (iii) obtain “cold
comfort” letters and updates thereof (which letters and updates (in form, scope
and substance) shall be reasonably satisfactory to the managing underwriters)
from the independent certified public accountants of the Company and the
Subsidiary Guarantors (and, if necessary, any other independent certified
public accountants of any subsidiary of the Company or of any business acquired
by the Company for which financial statements and financial data are, or are
required to be, included in the Registration Statement), addressed to each of
the underwriters, such letters to be in customary form and covering matters of
the type customarily covered in “cold comfort” letters in connection with
underwritten offerings of debt securities similar to the Notes, as may be
appropriate in the circumstances, and such other matters as reasonably requested
in writing by the underwriters; and (iv) deliver such documents and
certificates as may be reasonably requested in writing by the Holders of a
majority in aggregate principal amount at maturity of the Registrable Notes
being sold and the managing underwriters, if any, to evidence the continued
validity of the representations and warranties of the Company and its
subsidiaries made pursuant to clause (i) above and to evidence compliance with
any conditions contained in the underwriting agreement or other similar
agreement entered into by the Company or any Subsidiary Guarantor.


 


(o)                   If (1) a Shelf
Registration is filed pursuant to Section 3, or (2) a Prospectus contained in
an Exchange Registration Statement filed pursuant to Section 2 is required to
be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period, make available for
inspection by any selling Holder of such Registrable Notes being sold, or each
such Participating Broker-Dealer, as the case may be, any underwriter
participating in any such disposition of Registrable Notes, if any, and any
attorney, accountant or other agent retained by any such selling Holder or each
such Participating Broker-Dealer, as the case may be, or underwriter
(collectively, the “Inspectors”), at the offices where normally kept, during
reasonable business hours, all financial and other records and pertinent
corporate documents of the Company and its subsidiaries (collectively, the “Records”)
as shall be reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the officers, directors and employees of
the Company and its subsidiaries to supply all information reasonably requested
in writing by any such Inspector in connection with such Registration
Statement. Each Inspector shall agree in writing that it will keep the Records
confidential and not disclose any of the Records unless (i) the disclosure of
such Records is necessary to avoid or correct a misstatement or omission in
such Registration Statement, (ii) the release of such Records is ordered
pursuant to a subpoena or


 


17

















 


other order from a court
of competent jurisdiction, (iii) the information in such Records is public or
has been made generally available to the public other than as a result of a
disclosure or failure to safeguard by such Inspector or (iv) disclosure of such
information is, in the reasonable written opinion of counsel for any Inspector,
necessary or advisable in connection with any action, claim, suit or
proceeding, directly or indirectly, involving or potentially involving such
Inspector and arising out of, based upon, related to, or involving this
Agreement, or any transaction contemplated hereby or arising hereunder. Each
selling Holder of such Registrable Notes and each such Participating
Broker-Dealer will be required to agree that information obtained by it as a
result of such inspections shall be deemed confidential and shall not be used
by it as the basis for any market transactions in the securities of the Company
unless and until such is made generally available to the public. Each
Inspector, each selling Holder of such Registrable Notes and each such
Participating Broker-Dealer will be required to further agree that it will,
upon learning that disclosure of such Records is sought in a court of competent
jurisdiction, give notice to the Company and, to the extent practicable, use
its best efforts to allow the Company, at its expense, to undertake appropriate
action to prevent disclosure of the Records deemed confidential at its expense.


 


(p)                   Comply with all
applicable rules and regulations of the SEC and make generally available to the
security holders of the Company with regard to any Applicable Registration
Statement earning statements satisfying the provisions of section 1l(a) of the
Securities Act and Rule 158 thereunder (or any similar rule promulgated under
the Securities Act) no later than 45 days after the end of any 12-month period
(or 90 days after the end of any 12-month period if such period is a fiscal
year) (i) commencing at the end of any fiscal quarter in which Registrable
Notes are sold to underwriters in a firm commitment or best efforts
underwritten offering and (ii) if not sold to underwriters in such an offering,
commencing on the first day of the first fiscal quarter of the Company after
the effective date of a Registration Statement, which statements shall cover
said 12-month periods.


 


(q)                   Upon
consummation of an Exchange Offer or Private Exchange, obtain an opinion of
counsel to the Company and the Subsidiary Guarantors (in form, scope and
substance reasonably satisfactory to the Initial Purchaser), addressed to the
Trustee for the benefit of all Holders participating in the Exchange Offer or
Private Exchange, as the case may be, to the effect that (i) the Company and
the Subsidiary Guarantors have duly authorized, executed and delivered the
Exchange Notes or the Private Exchange Notes, as the case may be, and the Indenture,
(ii) the Exchange Notes or the Private Exchange Notes, as the case may be, and
the Indenture constitute legal, valid and binding obligations of the Company
and the Subsidiary Guarantors, enforceable against the Company and the
Subsidiary Guarantors in accordance with their respective terms, except as such
enforcement may be subject to customary United States and foreign exceptions
and (iii) all obligations of the Company and the Subsidiary Guarantors under
the Exchange Notes or the Private Exchange Notes, as the case may be, and the
Indenture are


 


18

















 


secured by Liens on the
assets securing the obligations of the Company and the Subsidiary Guarantors
under the Notes, Indenture and Collateral Agreements to the extent and as
discussed in the Registration Statement.


 


(r)                      If the
Exchange Offer or a Private Exchange is to be consummated, upon delivery of the
Registrable Notes by the Holders to the Company and the Subsidiary Guarantors
(or to such other Person as directed by the Company and the Subsidiary
Guarantors) in exchange for the Exchange Notes or the Private Exchange Notes,
as the case may be, the Company and the Subsidiary Guarantors shall mark, or
caused to be marked, on such Registrable Notes that the Exchange Notes or the
Private Exchange Notes, as the case may be, are being issued as substitute
evidence of the indebtedness originally evidenced by the Registrable Notes;
provided that in no event shall such Registrable Notes be marked as paid or otherwise
satisfied.


 


(s)                    Cooperate with
each seller of Registrable Notes covered by any Registration Statement and each
underwriter, if any, participating in the disposition of such Registrable Notes
and their respective counsel in connection with any filings required to be made
with the NASD.


 


(t)                      Use its
reasonable best efforts to cause all Securities covered by a Registration
Statement to be listed on each securities exchange, if any, on which similar
debt securities issued by the Company are then listed.


 


(u)                   Use its
reasonable best efforts to take such other steps reasonably necessary to effect
the registration of the Registrable Notes covered by a Registration Statement
contemplated hereby.


 


(v)                   The Company may
require each seller of Registrable Notes or Participating Broker-Dealer as to
which any registration is being effected to furnish to the Company such
information regarding such seller or Participating Broker-Dealer and the
distribution of such Registrable Notes as the Company may, from time to time,
reasonably request in writing. The Company may exclude from such registration
the Registrable Notes of any seller who fails to furnish such information
within a reasonable time (which time in no event shall exceed 45 days, subject
to Section 3(d)) hereof) after receiving such request. Each seller of
Registrable Notes or Participating Broker-Dealer as to which any registration
is being effected agrees to furnish promptly to the Company all information
required to be disclosed in order to make the information previously furnished
by such seller not materially misleading.


 


(w)                 Each Holder of
Registrable Notes and each Participating Broker-Dealer agrees by acquisition of
such Registrable Notes or Exchange Notes to be sold by such Participating
Broker-Dealer, as the case may be, that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section
6(e)(2)(ii), 6(e)(2)(iii), 6(e)(2)(iv), 6(e)(2)(v), or 6(e)(2)(vi), such Holder
will forthwith discontinue disposition of such Registrable Notes covered by a


 


19

















 


Registration Statement
and such Participating Broker-Dealer will forthwith discontinue disposition of
such Exchange Notes pursuant to any Prospectus and, in each case, forthwith
discontinue dissemination of such Prospectus until such Holder’s or
Participating Broker-Dealer’s receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 6(k), or until it is advised in
writing (the “Advice”) by the Company and the Subsidiary Guarantors that the
use of the applicable Prospectus may be resumed, and has received copies of any
amendments or supplements thereto and, if so directed by the Company and the
Subsidiary Guarantors, such Holder or Participating Broker-Dealer, as the case
may be, will deliver to the Company all copies, other than permanent file
copies, then in such Holder’s or Participating Broker-Dealer’s possession, of
the Prospectus covering such Registrable Notes current at the time of the receipt
of such notice. In the event the Company and the Subsidiary Guarantors shall
give any such notice, the Applicable Period shall be extended by the number of
days during such periods from and including the date of the giving of such
notice to and including the date when each Participating Broker-Dealer shall
have received (x) the copies of the supplemented or amended Prospectus
contemplated by Section 6(k) or (y) the Advice.


 


7.                          Registration Expenses


 


(a)                    All fees and
expenses incident to the performance of or compliance with this Agreement by
the Company and the Subsidiary Guarantors shall be borne by the Company and the
Subsidiary Guarantors, whether or not the Exchange Offer or a Shelf
Registration is filed or becomes effective, including, without limitation, (i)
all registration and filing fees, including, without limitation, (A) fees with
respect to filings required to be made with the NASD in connection with any
Underwritten Offering and (B) fees and expenses of compliance with state
securities or Blue Sky laws as provided in Section 6(h) hereof (including,
without limitation, reasonable fees and disbursements of counsel in connection
with Blue Sky qualifications of the Registrable Notes or Exchange Notes and
determination of the eligibility of the Registrable Notes or Exchange Notes for
investment under the laws of such jurisdictions (x) where the Holders are
located, in the case of the Exchange Notes, or (y) as provided in Section 6(h),
in the case of Registrable Notes or Exchange Notes to be sold by a
Participating Broker-Dealer during the Applicable Period)), (ii) printing
expenses, including, without limitation, expenses of printing Prospectuses if
the printing of Prospectuses is requested by the managing underwriter or
underwriters, if any, or by the Holders of a majority in aggregate principal
amount at maturity of the Registrable Notes included in any Registration
Statement or by any Participating Broker-Dealer during the Applicable Period,
as the case may be, (iii) messenger, telephone and delivery expenses incurred
in connection with the performance of their obligations hereunder, (iv) fees
and disbursements of counsel for the Company, the Subsidiary Guarantors and,
subject to 7(b), the Holders, (v) fees and disbursements of all independent certified
public accountants referred to in Section 6 (including, without limitation, the
expenses of any special audit and “cold comfort” letters required by or
incident to such performance), (vi) rating


 


20

















 


agency fees and the fees
and expenses incurred in connection with the listing of the Securities to be
registered on any securities exchange, (vii) Securities Act liability
insurance, if the Company and the Subsidiary Guarantors desire such insurance,
(viii) fees and expenses of all other Persons retained by the Company and the
Subsidiary Guarantors, (ix) fees and expenses of any “qualified independent
underwriter” or other independent appraiser participating in an offering
pursuant to Section 3 of Schedule E to the By-laws of the NASD, but only where
the need for such a “qualified independent underwriter” arises due to a
relationship with the Company and the Subsidiary Guarantors, (x) internal
expenses of the Company and the Subsidiary Guarantors (including, without
limitation, all salaries and expenses of officers and employees of the Company
or the Subsidiary Guarantors performing legal or accounting duties), (xi) the
expense of any annual audit, (xii) the fees and expenses of the Trustee and the
Exchange Agent and (xiii) the expenses relating to printing, word processing
and distributing all Registration Statements, underwriting agreements,
securities sales agreements, indentures and any other documents necessary in
order to comply with this Agreement.


 


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


 


8.                          Indemnification


 


(a)                    Indemnification
by the Company and the Subsidiary Guarantors. The Company and the
Subsidiary Guarantors jointly and severally agree to indemnify and hold
harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange
Notes and each Participating Broker-Dealer selling Exchange Notes during the
Applicable Period, each Person, if any, who controls each such Holder (within
the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act) and the officers, directors and partners of each such Holder,
Participating Broker-Dealer and controlling person, to the fullest extent
lawful, from and against any and all losses, claims, damages, liabilities,
costs (including, without limitation, reasonable costs of preparation and
reasonable attorneys’ fees as provided in this Section 8) and expenses
(including, without limitation, reasonable costs and expenses incurred in
connection with investigating, preparing, pursuing or


 


21

















 


defending against any of
the foregoing) (collectively, “Losses”), as incurred, directly or indirectly
caused by, related to, based upon, arising out of or in connection with any
untrue or alleged untrue statement of a material fact contained in any
Registration Statement, Prospectus or form of prospectus, or in any amendment
or supplement thereto, or in any preliminary prospectus, or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, but only to the extent, that such
Losses are finally judicially determined by a court of competent jurisdiction
in a final, unappealable order, except insofar as such Losses are solely based
upon information relating to such Holder or Participating Broker-Dealer and
furnished in writing to the Company and the Subsidiary Guarantors (or reviewed
and approved in writing) by such Holder or Participating Broker-Dealer or their
counsel expressly for use therein; provided, however, that the Company and the
Subsidiary Guarantors will not be liable to any Indemnified Party (as defined
below) under this Section 8 to the extent Losses were solely caused by an
untrue statement or omission or alleged untrue statement or omission that was
contained or made in any preliminary prospectus and corrected in the Prospectus
or any amendment or supplement thereto if (i) the Prospectus does not contain
any other untrue statement or omission or alleged untrue statement or omission
of a material fact that was the subject matter of the related proceeding, (ii)
any such Losses resulted from an action, claim or suit by any Person who purchased
Registrable Notes or Exchange Notes which are the subject thereof from such
Indemnified Party and (iii) it is established in the related proceeding that
such Indemnified Party failed to deliver or provide a copy of the Prospectus
(as amended or supplemented) to such Person with or prior to the confirmation
of the sale of such Registrable Notes or Exchange Notes sold to such Person if
required by applicable law, unless such failure to deliver or provide a copy of
the Prospectus (as amended or supplemented) was a result of noncompliance by
the Company with Section 6 of this Agreement. The Company and the Subsidiary
Guarantors also agree to indemnify underwriters, selling brokers, dealer
managers and similar securities industry professionals participating in the
distribution, their officers, directors, agents and employees and each Person
who controls such Persons (within the meaning of Section 5 of the Securities
Act or Section 20(a) of the Exchange Act) to the same extent as provided above
with respect to the indemnification of the Holders or the Participating
Broker-Dealer.


 


(b)                   Indemnification
by Holder. In connection with any Registration Statement, Prospectus or
form of prospectus, any amendment or supplement thereto, or any preliminary
prospectus in which a Holder is participating, such Holder shall furnish to the
Company and the Subsidiary Guarantors in writing such information as the
Company and the Subsidiary Guarantors reasonably request for use in connection
with any Registration Statement, Prospectus or form of prospectus, any
amendment or supplement thereto, or any preliminary prospectus and shall
indemnify and hold harmless the Company, the Subsidiary Guarantors, their
respective directors and each Person, if any, who controls the Company and the
Subsidiary Guarantors (within the meaning of Section 15 of the Securities Act


 


22

















 


and Section 20(a) of the
Exchange Act), and the directors, officers and partners of such controlling
persons, to the fullest extent lawful, from and against all Losses arising out
of or based upon any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, Prospectus or form of prospectus or in
any amendment or supplement thereto or in any preliminary prospectus, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading to the extent, but
only to the extent, that such losses are finally judicially determined by a
court of competent jurisdiction in a final, unappealable order to have resulted
solely from an untrue statement or alleged untrue statement of a material fact
or omission or alleged omission of a material fact contained in or omitted from
any information so furnished in writing by such Holder to the Company and the
Subsidiary Guarantors expressly for use therein. Notwithstanding the foregoing,
in no event shall the liability of any selling Holder be greater in amount than
such Holder’s Maximum Contribution Amount (as defined below).


 


(c)                    Conduct of
Indemnification Proceedings. If any proceeding shall be brought or asserted
against any Person entitled to indemnity hereunder (an “Indemnified Party”),
such Indemnified Party shall promptly notify the party or parties from which
such indemnity is sought (the “Indemnifying Party” or “Indemnifying Parties”,
as applicable) in writing; provided, that the failure to so notify the Indemnifying
Parties shall not relieve the Indemnifying Parties from any obligation or
liability except to the extent (but only to the extent) that it shall be
finally determined by a court of competent jurisdiction (which determination is
not subject to appeal) that the Indemnifying Parties have been prejudiced
materially by such failure.


 


The Indemnifying Party
shall have the right, exercisable by giving written notice to an Indemnified
Party, within 20 Business Days after receipt of written notice from such Indemnified
Party of such proceeding, to assume, at its expense, the defense of any such
proceeding, provided, that an Indemnified Party shall have the right to employ
separate counsel in any such proceeding and to participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Party or parties unless: (1) the Indemnifying Party has agreed
to pay such fees and expenses; or (2) the Indemnifying Party shall have failed
promptly to assume the defense of such proceeding or shall have failed to
employ counsel reasonably satisfactory to such Indemnified Party; or (3) the
named parties to any such proceeding (including any impleaded parties) include
both such Indemnified Party and the Indemnifying Party or any of its affiliates
or controlling persons, and such Indemnified Party shall have been advised by
counsel that there may be one or more defenses available to such Indemnified
Party that are in addition to, or in conflict with, those defenses available to
the Indemnifying Party or such affiliate or controlling person (in which case,
if such Indemnified Party notifies the Indemnifying Parties in writing that it
elects to employ separate counsel at the expense of the Indemnifying Parties,
the Indemnifying Parties shall not have the right to assume the defense and the
reasonable fees and expenses of such counsel shall be at the expense of the
Indemnifying Party; it being understood, however, that, the Indemnifying Party
shall not, in connection with any one such proceeding or separate but
substantially similar or related


 


23

















 


proceedings in the same jurisdiction, arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys (together with appropriate local counsel) at any
time for such Indemnified Party).


 


No Indemnifying Party
shall be liable for any settlement of any such proceeding effected without its
written consent, which shall not be unreasonably withheld, but if settled with
its written consent, or if there be a final judgment for the plaintiff in any
such proceeding, each Indemnifying Party jointly and severally agrees, subject
to the exceptions and limitations set forth above, to indemnify and hold
harmless each Indemnified Party from and against any and all Losses by reason
of such settlement or judgment. The Indemnifying Party shall not consent to the
entry of any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to each
Indemnified Party of a release, in form and substance reasonably satisfactory
to the Indemnified Party, from all liability in respect of such proceeding for
which such Indemnified Party would be entitled to indemnification hereunder
(whether or not any Indemnified Party is a party thereto).


 


(d)                   Contribution.
If the indemnification provided for in this Section 8 is unavailable to an
Indemnified Party or is insufficient to hold such Indemnified Party harmless
for any Losses in respect of which this Section 8 would otherwise apply by its
terms (other than by reason of exceptions provided in this Section 8), then
each applicable Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall have a joint and several obligation to contribute to the amount
paid or payable by such Indemnified Party as a result of such Losses, in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party, on the one hand, and such Indemnified Party, on the other hand, in
connection with the actions, statements or omissions that resulted in such
Losses as well as any other relevant equitable considerations. The relative
fault of such Indemnifying Party, on the one hand, and Indemnified Party, on
the other hand, shall be determined by reference to, among other things,
whether any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by
such Indemnifying Party or Indemnified Party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent any such
statement or omission. The amount paid or payable by an Indemnified Party as a
result of any Losses shall be deemed to include any legal or other fees or
expenses incurred by such party in connection with any proceeding, to the
extent such party would have been indemnified for such fees or expenses if the
indemnification provided for in Section 8(a) or 8(b) was available to such
party.


 


The parties hereto agree
that it would not be just and equitable if contribution pursuant to this
Section 8(d) were determined by pro rata allocation or by other method of
allocation that does not take account of the equitable considerations referred
to in the immediately preceding paragraph. Notwithstanding the provisions of
this Section 8(d), a selling Holder shall not be required to contribute, in the
aggregate, any amount in excess of such Holder’s Maximum Contribution Amount. A
selling Holder’s “Maximum Contribution Amount” shall equal the excess of (i)
the aggregate proceeds received by such Holder pursuant to the sale of such
Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages
that such


 


24

















 


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(d) are several in proportion to the
respective principal amount at maturity of the Registrable Securities held by
each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’
obligations to contribute pursuant to this Section 8(d) are joint and several.


 


The indemnity and
contribution agreements contained in this Section 8 are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties.


 


9.         Rules 144 and 144A


 


The Company covenants
that it shall (a) file the reports required to be filed by it (if so required)
under the Securities Act and the Exchange Act in a timely manner and, if at any
time the Company is not required to file such reports, it will, upon the
written request of any Holder of Registrable Notes, make publicly available
other information necessary to permit sales pursuant to Rule 144 and 144A and
(b) take such further action as any Holder may reasonably request in writing,
all to the extent required from time to time to enable such Holder to sell
Registrable Notes without registration under the Securities Act pursuant to the
exemptions provided by Rule 144 and Rule 144A. Upon the request of any Holder,
the Company shall deliver to such Holder a written statement as to whether it
has complied with such information and requirements.


 


10.       Underwritten Registrations of Registrable Notes


 


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


 


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


 


11.       Miscellaneous


 


(a)                    Remedies.
In the event of a breach by either the Company or any of the Subsidiary
Guarantors of any of their respective obligations under this Agreement, each
Holder, in addition to being entitled to exercise all rights provided herein,
in the Indenture or, in the case of the Initial Purchaser, in the Purchase
Agreement, or granted by law, including recovery of damages, will be


 


25

















 


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


 


(b)                   No
Inconsistent Agreements. The Company and each of the Subsidiary Guarantors
have not entered, as of the date hereof, and the Company and each of the
Subsidiary Guarantors shall not enter, after the date of this Agreement, into
any agreement with respect to any of its securities that is inconsistent with
the rights granted to the Holders of Securities in this Agreement or otherwise
conflicts with the provisions hereof. The Company and each of the Subsidiary
Guarantors have not entered and will not enter into any agreement with respect
to any of its securities that will grant to any Person piggy-back rights with
respect to a Registration Statement.


 


(c)                    Adjustments
Affecting Registrable Notes. The Company shall not, directly or indirectly,
take any action with respect to the Registrable Notes as a class that would
adversely affect the ability of the Holders to include such Registrable Notes
in a registration undertaken pursuant to this Agreement.


 


(d)                   Amendments
and Waivers. The provisions of this Agreement may not be amended, modified
or supplemented, and waivers or consents to departures from the provisions
hereof may not be given, otherwise than with the prior written consent of the
Holders of not less than a majority in aggregate principal amount at maturity
of the then outstanding Registrable Notes in circumstances that would adversely
affect any Holders of Registrable Notes; provided, however, that Section 8 and
this Section 11(d) may not be amended, modified or supplemented without the
prior written consent of each Holder. Notwithstanding the foregoing, a waiver
or consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Notes whose
securities are being tendered pursuant to the Exchange Offer or sold pursuant
to a Notes Registration Statement and that does not directly or indirectly
affect, impair, limit or compromise the rights of other Holders of Registrable
Notes may be given by Holders of at least a majority in aggregate principal
amount at maturity of the Registrable Notes being tendered or being sold by
such Holders pursuant to such Notes Registration Statement.


 


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


 


(i)                        if to a
Holder of Securities or to any Participating Broker-Dealer, at the most current
address of such Holder or Participating Broker-Dealer, as the


 


26

















 


case may be, set forth on
the records of the registrar of the Notes, with a copy in like manner to the
Initial Purchaser as follows:


 


Jefferies & Company, Inc.

11100 Santa Monica Boulevard

10th Floor

Los Angeles, California 90025

Attention: Lloyd H. Feller, Esq.


 


with a copy to:


 


Proskauer Rose LLP

1585 Broadway

New York, New York 10036

Facsimile No.: (212) 969-2900

Attention: Julie Allen, Esq.


 


(ii)       if to the Initial
Purchaser, at the address specified in Section 11(e)(1);


 


(iii)      if to the Company or any
Subsidiary Guarantor, as follows:


 


Rafaella Apparel Group, Inc.

1411 Broadway

2nd Floor

New York, New York 10018

Attention: Glenn S. Palmer


 


with a copy to:


 


Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attention: David Rosewater, Esq.


 


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


 


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


 


(f)                      Successors
and Assigns. This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties hereto, including,


 


27

















 


without limitation and
without the need for an express assignment, subsequent Holders of Securities.


 


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


 


(h)                   Headings.
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 PRINCIPLES OF CONFLICT OF
LAW. THE COMPANY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK
STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY
FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN
RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITS AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE
COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO
UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
THE COMPANY IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO
SO UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS SAID
ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST THE COMPANY IN ANY OTHER JURISDICTION.


 


(j)                       Severability.
If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their best efforts


 


28

















 


to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.


 


(k)                    Securities
Held by the Company or Its Affiliates. Whenever the consent or approval of
Holders of a specified percentage of Securities is required hereunder,
Securities held by the Company or its affiliates (as such term is defined in
Rule 405 under the Securities Act) shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage.


 


(l)                       Third
Party Beneficiaries. Holders and Participating Broker-Dealers are intended
third party beneficiaries of this Agreement and this Agreement may be enforced
by such Persons.


 


(m)                 Entire
Agreement. This Agreement, together with the Purchase Agreement, the
Indenture and the Collateral Agreements, is intended by the parties as a final
and exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein and therein and any
and all prior oral or written agreements, representations, or warranties,
contracts, understanding, correspondence, conversations and memoranda between
the Initial Purchaser on the one hand and the Company and the Subsidiary
Guarantors on the other, or between or among any agents, representatives,
parents, subsidiaries, affiliates, predecessors in interest or successors in
interest with respect to the subject matter hereof and thereof are merged
herein and replaced hereby.


 


29

















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


	
   

  	
  RAFAELLA APPAREL GROUP,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Glenn Palmer

  
	
   

  	
   

  	
  Name: Glenn Palmer

  
	
   

  	
   

  	
  Title: Chief Executive
  Officer

  
	
   

  	
   

  
	
   

  	
  VERRAZANO, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Glenn Palmer

  
	
   

  	
   

  	
  Name: Glenn Palmer

  
	
   

  	
   

  	
  Title: President

  



 

















 


	
  ACCEPTED AND AGREED TO:

  	
   

  
	
   

  	
   

  
	
  JEFFERIES & COMPANY, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Andrew Booth

  	
   

  
	
  Name:

  	
  Andrew Booth

  	
   

  
	
  Title:

  	
  Managing Director

  	
   

  



 


 


Registration
Rights Agreement