**Exhibit 4.07**

 

**REGISTRATION RIGHTS AGREEMENT**

 

by and among 

 

**Petro Stopping Centers, L.P.**

**Petro Financial Corporation**

**Petro Stopping Centers Holdings, L.P.**

**Petro Holdings Financial Corporation**

**Petro, Inc.**

 

and 

 

**Banc of America Securities LLC**

**WellsFargo Securities, LLC**

 

Dated as of July 26, 2005 

**REGISTRATION RIGHTS AGREEMENT**

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 26, 2005, by and amongPetro Stopping Centers, L.P., a Delaware limited partnership (the “Partnership”), Petro Financial Corporation, a Delaware corporation (the “Company,” and together with Partnership, the “Issuers”), Petro Stopping CentersHoldings, L.P., Petro Holdings Financial Corporation and Petro, Inc. (collectively, the “Guarantors”), and Banc of America Securities LLC and Wells Fargo Securities, LLC (collectively, the “Initial Purchasers”), each of whom hasagreed to purchase the Issuers’ 9% Senior Secured Notes due 2012 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). TheInitial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.” 

 

This Agreement is made pursuant to the Purchase Agreement, dated as of July 13, 2005 (the “Purchase Agreement”), by and among the Issuers, theGuarantors and the Initial Purchaser (i) for your benefit and for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Initial Securities (including you and each other Initial Purchaser). In order toinduce the Initial Purchasers to purchase the Initial Securities, the Issuers have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the InitialPurchasers set forth in Section 5(m) of the Purchase Agreement. 

 

The parties hereby agree as follows: 

 

SECTION 1. *Definitions.*As used in this Agreement, the following capitalized terms shall have the following meanings: 

 

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

 

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

 

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

 

*Closing Date:*The date of this Agreement. 

 

*Commission:*The Securities and Exchange Commission. 

 

*Consummate:*A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) thefiling and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and thekeeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Issuers to the Registrar under the Indenture of Exchange Securities in the same aggregateprincipal amount as the aggregate principal amount of Initial Securities that were validly tendered by Holders thereof pursuant to the Exchange Offer. 

 

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*Effectiveness Target Date:*As defined in Section 5 hereof. 

 

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

 

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

 

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

 

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

 

*Exchange Securities:*The Senior Secured Notes due 2012, of the same series under the Indenture as the Initial Securities, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to thisAgreement. 

 

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

 

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

 

*Indenture:*The Indenture, dated as of February 9, 2004,by and among the Issuers, the Guarantors and The Bank of New York, as trustee (the “Trustee”), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the termsthereof. 

 

*Initial Purchaser:*As defined in the preamblehereto. 

 

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

 

*Initial Securities:*As defined in the preamble hereto. 

 

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

 

*NASD:*NASD Inc. 

 

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

 

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*Prospectus:*The prospectus included in a Registration Statement, as amended or supplemented by anyprospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. 

 

*Registration Default:*As defined in Section 5 hereof. 

 

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

 

*Securities:*As defined in the preamble hereto. 

 

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

 

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

 

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

 

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

 

*Transfer Restricted Securities:*Each Initial Security, until theearliest to occur of (a) the date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of theSecurities Act, (b) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement and (c) the date on which such Initial Security is distributed tothe public pursuant to Rule 144 under the Securities Act or by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein).

 

*Underwritten Registration or Underwritten Offering:*Aregistration in which securities of the Issuers are sold to an underwriter for reoffering to the public. 

 

SECTION 2. *Securities Subject to this Agreement.*

 

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

 

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

 

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SECTION 3. *Registered Exchange Offer.*

 

(a) Unless the Exchange Offer shall not be permissible under applicable lawor Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuers and the Guarantors shall (i) cause to be filed with the Commission on or prior to 90 days after the Closing Date (or if such90th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its best efforts to cause such Registration Statement to becomeeffective on or prior to 180 days after the Closing Date (or if such 90th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement asmay be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings inconnection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectivenessof such Registration Statement, promptly commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and topermit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof. 

 

(b) The Issuers and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuouslyand shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; *provided, however*, that in no event shall such period beless than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders. The Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the ExchangeSecurities shall be included in the Exchange Offer Registration Statement. The Issuers shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or prior to 40 Business Days after the Effectiveness Target Date (or ifsuch 40th day is not a Business Day, the next succeeding Business Day). 

 

(c) The Issuers shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are TransferRestricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Issuers), may exchange such Initial Securitiespursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act inconnection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the ExchangeOffer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by such Broker-Dealers that the Commission may require in order to permit such resales pursuantthereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policyafter the date of this Agreement. 

 

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

 

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

 

SECTION 4. *Shelf Registration.*

 

(a) *Shelf Registration.*If the Issuers are notrequired to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy with respect to any Holder of Transfer Restricted Securities thatnotifies the Issuers prior to the 20th day following Consummation of the Exchange Offer that (A) such Holder isprohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that theProspectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Issuers or one of theiraffiliates, then, upon such Holder’s request, the Issuers and the Guarantors shall: 

 

(x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to theExchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) on or prior to the earliest to occur of (1) the 30th day after the date on which the Issuers determine that they are not required to file theExchange Offer Registration Statement, and (2) the 30th day after the date on which the Issuers receive notice from a Holder of Transfer Restricted Securities as contemplated by clause (ii) above (such earliest date being the “Shelf FilingDeadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; provided, however, that in noevent shall the Shelf Filing Deadline be prior to the filing deadline for the Exchange Offer Registration Statement; and 

 

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(y) use their best efforts to cause such Shelf Registration Statement to be declaredeffective by the Commission on or before the 90th day after the Shelf Filing Deadline (or if such 90th day is not a Business Day, the next succeeding Business Day). 

 

Each of the Issuers and the Guarantors shall use its reasonable best efforts to keep such Shelf Registration Statementcontinuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securitiesentitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of atleast two years following the effective date of such Shelf Registration Statement (or shorter period that will terminate when all the Initial Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf RegistrationStatement) (in any such case, such period being called the “Shelf Registration Period”). The Issuers shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective for the ShelfRegistration Period if they voluntarily take any action that would result in Holders of Exchange Securities covered thereby not being able to offer and sell such Exchange Securities during that period, unless (A) such action is required byapplicable law or (B) pursuant to Section 4(d), or (C) action is taken by the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers’ obligations hereunder), including, without limitation, a materialacquisition or divestiture of assets, so long as the Issuers promptly thereafter comply with the requirements of Section 6(c) hereof, if applicable. 

 

(b) *Provision by Holders of Certain Information in Connection with the Shelf Registration Statement.*No Holder of Transfer Restricted Securitiesmay include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Issuers in writing, within 20 Business Days after receipt of a request therefor, suchinformation as the Issuers may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agreesto furnish promptly to the Issuers all information required to be disclosed in order to make the information previously furnished to the Issuers by such Holder not materially misleading. The Issuers shall not be obligated to supplement or amend suchShelf Registration Statement after it has been declared effective by the Commission more than one time in any three-month period to reflect additional Holders. 

 

(c) *Suspension*. The Issuers may suspend the use of the Prospectus for a period not to exceed 30 days in any three-month period or an aggregateof 90 days in any twelve month period, such action is taken by the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers’ obligations hereunder), including, without limitation, a material acquisition ordivestiture of assets, public filings with the Commission, pending corporate developments and similar events; provided that the Issuers promptly thereafter comply with the requirements of Section 6, if applicable. 

 

SECTION 5. *Additional Interest.*If (i) any of theRegistration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the 

 

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Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness TargetDate”), (iii) the Exchange Offer has not been Consummated within 40 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement isfiled and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during a period in which it is required to be effective hereunder without being succeeded within five Business Days by apost-effective amendment to such Registration Statement that cures such failure and that is itself within seven Business Days of such filing declared effective (each such event referred to in clauses (i) through (iv), a “RegistrationDefault”), the Issuers hereby agree that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.50% per annum during the 90-day period immediately following the occurrence of any Registration Default and shallincrease by 0.50% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.50% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, theinterest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; *provided, however,* that, if after any such reduction in interest rate, a differentRegistration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. 

 

All obligations of the Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect toany Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. 

 

SECTION 6. *Registration Procedures*. 

 

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

 

(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicablelaw, each of the Issuers and the Guarantors may, at their option, seek a no-action letter or other favorable decision from the Commission allowing the Issuers and the Guarantors to Consummate an Exchange Offer for such Initial Securities. In suchevent, each of the Issuers and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each ofthe Issuers and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, uponwhich such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. 

 

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(ii) As a condition to its participation in the Exchange Offer pursuant to the terms ofthis Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittalcontemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person toparticipate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shallotherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to beacquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon CapitalHoldings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i)above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effectiveregistration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired bysuch Holder directly from the Issuers. 

 

(b) *ShelfRegistration Statement.*In connection with the Shelf Registration Statement, each of the Issuers and the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use its reasonable best efforts to effect such registrationto permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto each of the Issuers and the Guarantors will, within the time periods provided herein,prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with theintended method or methods of distribution thereof. 

 

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

 

(i) use its reasonable best efforts to keep such Registration Statement continuously effective during any period required by thisAgreement and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors for the period specified in Section 3 or 4 hereof, as applicable; upon theoccurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a 

 

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material misstatement or omission or (B) not to be effective and usable for resale of Transfer RestrictedSecurities during any period required by this Agreement, the Issuers shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of eitherclause (A) or (B), use its reasonable best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

 

(ii) prepare and file with the Commissionsuch amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorterperiod as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant toRule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of allsecurities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

 

(iii) with respect to any Shelf RegistrationStatement, advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and,with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectusor for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission ofthe qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes anystatement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in theRegistration Statement or the Prospectus in order to make the statements therein not misleading (or in the case of the Prospectus, in the light of the circumstances under which they were made). If at any time the Commission shall issue any stoporder suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer RestrictedSecurities under state securities or blue sky laws, each of the Issuers and the Guarantors shall use its best efforts to obtain the withdrawal or lifting of such order at the earliest possible time; 

 

(iv) furnish without charge to the Initial Purchasers, eachselling Holder named in any Registration Statement, and each of the underwriter(s), if any, before filing with the 

 

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Commission, copies of any Registration Statement or any Prospectus included therein or any amendments orsupplements to any such Registration Statement or Prospectus (excluding all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders andunderwriter(s) in connection with such sale, if any, for a period of at least five Business Days, and the Issuers will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement orProspectus (including all such documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within fiveBusiness Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if suchRegistration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission; 

 

(v) in the case of a Shelf Registration Statement in connection with an Underwritten Offering, promptly prior to the filing of anydocument that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement, and to the underwriter(s), if any, makethe Issuers’ and the Guarantors’ representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders orunderwriter(s), if any, reasonably may request; 

 

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

 

(vii) in the case of a Shelf Registration Statement inconnection with an Underwritten Offering cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount ofSecurities covered thereby or the underwriter(s), if any; 

 

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

 

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(ix) deliver to each selling Holder and each of the underwriter(s), if any, withoutcharge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; each of the Issuers and the Guarantors hereby consents to the use of the Prospectus andany amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplementthereto; 

 

(x) in the case of any ShelfRegistration Statement in connection with an Underwritten Offering, the Issuers shall: 

 

(A) make reasonably available for inspection by the selling Holders of the Exchange Securities to be registered thereunder, anyUnderwriter participating in any disposition pursuant to such Shelf Registration Statement, and any attorney, accountant or other agent retained by the selling Holders or any such Underwriter, all relevant financial and other records, pertinentcorporate documents and properties of the Issuers and their subsidiaries; provided, however, that any information provided shall be deemed confidential at the time of delivery of such information and shall be kept confidential by the selling Holdersor any such Underwriter, attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law (provided, however, that prior to making any such disclosure in connection with a court proceeding orrequired by law, such party shall promptly notify the Issuers and use commercially reasonable efforts to cooperate with the Issuers, at the expense of the Issuers, in seeking a protective order or taking such action as the Issuers may reasonablyrequest consistent with applicable law), or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality and without any action or omission by any selling Holder inviolation of this subsection (A); 

 

(B) causethe each of the Issuer’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the selling Holders or any such Underwriter, attorney, accountant or agent in connection with any suchRegistration Statement as is customary for similar due diligence examinations; provided, however, that that any information provided shall be deemed confidential at the time of delivery of such information and shall be kept confidential by theselling Holders or any such underwriter, attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law (provided, however, that prior to making any such disclosure in connection with a courtproceeding or required by law, such party shall promptly notify the Issuers and use commercially reasonable efforts to cooperate with the Issuers, at the expense of the Issuers, in seeking a protective order or taking such action as the Issuers mayreasonably request consistent with applicable law), or such information becomes available to the public generally or 

 

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through a third party without an accompanying obligation of confidentiality and without any action oromission by any selling Holder in violation of this subsection (B); 

 

(C) make such representations and warranties as may be reasonably requested by the selling Holders seeking resale of their Exchange Securities and as are customarily made by the Issuers to underwriters in UnderwrittenOfferings; 

 

(D) obtain opinions of counsel tothe Issuers and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any) addressed to the underwriters, if any, covering such matters as are customarily coveredin opinions requested in Underwritten Offerings and such other matters as may be reasonably requested by such Underwriters; 

 

(E) obtain “cold comfort” letters and updates thereof from the independent certified public accountants of the Issuers (and, ifnecessary, any other independent certified public accountants of any subsidiary of the Issuers or of any business acquired directly or indirectly by the Issuers for which financial statements and financial data are, or are required to be, includedin the Registration Statement), addressed to the underwriters, if any, in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with primary Underwritten Offerings; 

 

(F) deliver such documents and certificates as may bereasonably requested by the Selling Holders and the managing underwriters, if any, and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuers or any of the Guarantors. 

 

The actions set forth in the foregoing paragraphs (C), (D), (E) and (F)shall be performed at each closing under any underwriting or similar agreement as and to the extent required thereunder. 

 

(xi) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, andtheir respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may request anddo any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; *provided, however*, that none of the Issuers nor theGuarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactionsrelating to the Registration Statement, in any jurisdiction where it is not then so subject; 

 

(xii) shall issue, upon the request of any Holder of Initial Securities covered by the Exchange Offer Registration Statement, ExchangeSecurities having an aggregate 

 

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principal amount equal to the aggregate principal amount of Initial Securities surrendered to the Issuersby such Holder in exchange therefor; such Exchange Securities to be registered in the name of such Holder; in return, the Initial Securities held by such Holder shall be surrendered to the Issuers for cancellation; 

 

(xiii) in connection with any sale of Transfer RestrictedSecurities covered by the Shelf Registration Statement cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold andnot bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale ofTransfer Restricted Securities made by such Holders or underwriter(s); 

 

(xiv) use its reasonable best efforts to cause the disposition of the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies orauthorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xi) hereof; 

 

(xv) if any fact or event contemplated by Section6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, asthereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading;

 

(xvi) provide a CUSIP number for allSecurities not later than the effective date of the Registration Statement covering such Securities and provide the Trustee under the Indenture with printed certificates for such Securities which are in a form eligible for deposit with theDepository Trust Company and take all other action necessary to ensure that all such Securities are eligible for deposit with the Depository Trust Company; 

 

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

 

(xviii) otherwise use its reasonable best efforts to complywith all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for thetwelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are 

 

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sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold tounderwriters in such an offering, beginning with the first month of the Issuers’ first fiscal quarter commencing after the effective date of the Registration Statement; 

 

(xix) cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date ofthe first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified inaccordance with the terms of the Trust Indenture Act; and to execute and use its reasonable best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to befiled with the Commission to enable such Indenture to be so qualified in a timely manner; 

 

(xx) provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 andSection 15 of the Exchange Act. 

 

Each Holder agrees byacquisition of a Transfer Restricted Security that, upon receipt of any notice from the Issuers of the existence of any fact of the kind described in 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer RestrictedSecurities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the“Advice”) by the Issuers that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Issuers, each Holder willdeliver to the Issuers (at the Issuers’ expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of suchnotice. In the event the Issuers shall give any such notice in connection with a suspension other than pursuant to Section 4(c), the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, asapplicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such RegistrationStatement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice; *provided, however,* that no such extension shall be taken into account indetermining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the Issuers’ option to suspend use of a Registration Statement pursuant to this paragraph other thanpursuant to Section 4(c) hereof shall be treated as a Registration Default for purposes of Section 5 hereof. 

 

SECTION 7. *Registration Expenses.*

 

(a) All expenses incident to the Issuers’ and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers andthe Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses for filings made by the Issuers; (ii) all fees and expenses ofcompliance with federal securities and state securities or blue sky laws; (iii) 

 

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all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offerand printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors; (v) all application and filing fees in connection with listing the Exchange Securities on asecurities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors (including the expenses of any special auditand comfort letters required by or incident to such performance). 

 

Each of the Issuers and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annualaudit and the fees and expenses of any Person, including special experts, retained by the Issuers or the Guarantors. 

 

(b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement andthe Shelf Registration Statement), the Issuers and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the“Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall bechosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. 

 

SECTION 8. *Indemnification.*******

 

(a) Each of the Issuers and the Guarantors, jointly and severally, agrees to indemnify and hold harmless (i) each Holder and(ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controllingperson”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an“Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costsof investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses ofcounsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any RegistrationStatement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as suchlosses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished inwriting to the Issuers by any of the Holders expressly for use therein; *provided*, *however*, that the Issuers and the Guarantors will not be liable in any such case to the extent that any such loss, 

 

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claim, damage or liability arises out of or is based upon (A) any such untrue statement or alleged untrue statement oromission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Issuers and the Guarantors by or on behalf of any such Indemnified Holder specifically for inclusion therein or (B) use of aRegistration Statement or the related Prospectus during a period when a stop order has been issued in respect of such Registration Statement or any proceedings for that purpose have been initiated or use of a Prospectus when use of such Prospectushas been suspended pursuant to Section 5; *provided*, *further*, in each case, that Indemnified Holders received prior notice of such stop order, initiation of proceedings or suspension or (C) it is established in the related proceedingthat such Indemnified Holder failed to deliver or provide a copy of such Prospectus or the then current Prospectus with or prior to the confirmation of the sale of the Exchange Securities to such person if required by law, unless such failure todeliver or provide a copy of the such Prospectus was a result of the non-compliance by the Issuers or the Guarantors with this Agreement. This indemnity agreement shall be in addition to any liability which the Issuers and the Guarantors mayotherwise have. 

 

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

 

(b) Each Holder of Transfer Restricted Securities agrees, severally and notjointly, to indemnify and hold harmless the Issuers, the Guarantors and their respective directors, officers of the Issuers and the Guarantors who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of theSecurities Act or Section 20 of the Exchange Act) the 

 

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Issuers or any of the Guarantors, and the respective officers, directors, partners, employees, representatives and agentsof each such Person, to the same extent as the foregoing indemnity from the Issuers and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writingby such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Issuers, the Guarantors or their respective directors or officers or any such controlling person in respect of whichindemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Issuers and the Guarantors, and the Issuers, the Guarantors, their respective directors and officers and suchcontrolling person shall have the rights and duties given to each Holder by the preceding paragraph. This indemnity agreement shall be in addition to any liability which the Holders of Transfer Restricted Securities may otherwise have. 

 

(c) If the indemnification provided for in this Section 8 is unavailableto an indemnified party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicableindemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate toreflect the relative benefits received by the Issuers and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Issuers and the Guarantors shall be deemed to be equal to the totalgross proceeds to the Issuers and the Guarantors from the Initial Placement), the amount of Additional Interest which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages,liabilities, judgments actions or expenses, and such Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Issuers and the Guarantors, on the one hand, and the Holders, on the other hand, inconnection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Issuers on the one hand and of the IndemnifiedHolder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by theIssuers or any of the Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amountpaid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a) hereof, any legal or otherfees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. 

 

The Issuers, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant tothis Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in theimmediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to thelimitations set forth above, any 

 

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legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending anysuch action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discountreceived by such Holder with respect to the Initial Securities exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Personguilty 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 contributepursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Securities held by each of the Holders hereunder and not joint. 

 

SECTION 9. *Rule 144A.*Each of the Issuers and the Guarantors hereby agrees with each Holder, for solong as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer RestrictedSecurities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act. 

 

SECTION 10. *Participation in Underwritten Registrations.*No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitledhereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwritingarrangements. 

 

SECTION 11. *Selection ofUnderwriters.*The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, theinvestment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; *provided,however*, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Issuers. 

 

SECTION 12. *Miscellaneous.*

 

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

 

(b) *No Inconsistent Agreements.*Each of the Issuers and the Guarantors will not on or after the date of thisAgreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. None of the Issuers nor any of the Guarantors haspreviously entered into any agreement granting any registration rights with respect to its securities to any Person. The 

 

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rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights grantedto the holders of the Issuers’ or any of the Guarantors’ securities under any agreement in effect on the date hereof. 

 

(c) *Adjustments Affecting the Securities.*The Issuers will not take any action, or permit any change to occur, with respect to the Securities thatwould materially and adversely affect the ability of the Holders to Consummate any Exchange Offer. 

 

(d) *Amendments and Waivers.*The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departuresfrom the provisions hereof may not be given unless the Issuers have (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of allother provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Issuers or its Affiliates).Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly orindirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered orregistered; *provided, however,* that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Issuers shall obtain the written consent of each such Initial Purchaser with respect towhich such amendment, qualification, supplement, waiver, consent or departure is to be effective. 

 

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

 

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

 

(ii) if to the Issuers:

 

Petro Stopping Centers, L.P. 

6080 Surety Drive 

El Paso, TX 

Telecopier No.: (915) 774-7336 

Attention: Associate Counsel 

 

With a copy to: 

 

Gibson, Dunn & Crutcher LLP 

1801 California Street 

Denver, CO 80202 

Telecopier No.: (303) 313-2838 

Attention: Steven Talley 

 

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All such notices and communications shall be deemed to have been duly given: at the time delivered byhand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an aircourier guaranteeing overnight delivery. 

 

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

 

(f) *Successors and Assigns.*This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties,including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; *provided, however*, that this Agreement shall not inure to the benefit of or be binding upon a successor orassign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder. 

 

(g) *Counterparts.*This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of whichwhen 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 BYAND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF. 

 

(j) *Severability.*In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is heldinvalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. 

 

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

 

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

 
PETRO STOPPING CENTERS, L.P.By: 
/s/ J.A. Cardwell, Sr.
Name: J.A. Cardwell, Sr.Title: Chairman and Chief Executive OfficerPETRO FINANCIAL CORPORATIONBy: 
/s/ J.A. Cardwell, Sr.
Name: J.A. Cardwell, Sr.Title: PresidentPETRO STOPPING CENTERS HOLDINGS, L.P.By: 
/s/ J.A. Cardwell, Sr.
Name: J.A. Cardwell, Sr.Title: Chairman and Chief Executive OfficerPETRO HOLDINGS FINANCIAL CORPORATIONBy: 
/s/ J.A. Cardwell, Sr.
Name: J.A. Cardwell, Sr.Title: President
 

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PETRO DISTRIBUTING, INC.
By: 
/s/ J.A. Cardwell, Sr.
Name: J.A. Cardwell, Sr.Title: PresidentPETRO, INC.By: 
/s/ J.A. Cardwell, Sr.
Name: J.A. Cardwell, Sr.Title: President
 

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

 
BANC OF AMERICA SECURITIES LLCWELLS FARGO SECURITIES, LLCBy: Banc of America Securities LLCBy: 
/s/ Lex Maultsby
Name: Lex MaultsbyTitle: Managing DirectorBy: Wells Fargo Securities, LLCBy: 
/s/ Andrew McCarthy
Name: Andrew McCarthyTitle: Managing Director
 

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