Gibraltar 93736 Form 8-K Exhibit 10.2









Exhibit 10.2 




REGISTRATION RIGHTS
AGREEMENT 



        This
REGISTRATION RIGHTS AGREEMENT dated December 8, 2005 (the “Agreement”) is
entered into by and among Gibraltar Industries, Inc., a Delaware corporation (the
“Company”), the guarantors listed on the signature pages hereto (the
“Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”), McDonald
Investments Inc. and Harris Nesbitt Corp. (the “Initial Purchasers”). 



        The
Company, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement
dated November 23, 2005 (the “Purchase Agreement”), which provides for the sale
by the Company to the Initial Purchasers of $204,000,000 aggregate principal amount of the
Company’s 8% Senior Subordinated Notes due 2015 (the “Securities”), which
will be guaranteed on an unsecured senior subordinated basis by each of the Guarantors. As
an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company
and the Guarantors have agreed to provide to the Initial Purchasers and their direct and
indirect transferees the registration rights set forth in this Agreement. The execution
and delivery of this Agreement is a condition to the closing under the Purchase Agreement. 



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



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




        “Business
Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed. 



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



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



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



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



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



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

















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



        “Exchange
Securities” shall mean senior subordinated notes issued by the Company and guaranteed
by the Guarantors under the Indenture containing terms identical to the Securities (except
that the Exchange Securities will not be subject to restrictions on transfer or to any
increase in the annual interest rate for failure to comply with this Agreement) and to be
offered to Holders of Securities in exchange for Securities pursuant to the Exchange
Offer. 



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



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



        “Indenture”
shall mean the Indenture relating to the Securities dated as of December 8, 2005 among the
Company, the Guarantors and The Bank of New York Trust Company, N.A., as trustee, and as
the same may be amended from time to time in accordance with the terms thereof. 



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



        “Inspector”
shall have the meaning set forth in Section 3(a)(xiii) hereof. 



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



        “Majority
Holders” shall mean the Holders of a majority of the aggregate principal amount of
the outstanding Registrable Securities; provided that whenever the consent or
approval of Holders of a specified percentage of Registrable Securities is required
hereunder, any Registrable Securities owned directly or indirectly by the Company or any
of its affiliates shall not be counted in determining whether such consent or approval was
given by the Holders of such required percentage or amount; and provided,
further, that if the Company shall issue any additional Securities under the
Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness
of any Shelf Registration Statement, such additional Securities and the Registrable
Securities to which this Agreement relates shall be treated together as one class for
purposes of determining whether the consent or approval of Holders of a specified
percentage of Registrable Securities has been obtained. 



2 

















        “Participating
Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof. 



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



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



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



        “Registrable
Securities” shall mean the Securities; provided that the Securities shall
cease to be Registrable Securities (i) when a Registration Statement with respect to such
Securities has been declared effective under the Securities Act and such Securities have
been exchanged or disposed of pursuant to such Registration Statement, (ii) when such
Securities are eligible to be sold pursuant to Rule 144(k) (or any similar provision then
in force, but not Rule 144A) under the Securities Act, (iii) when such Securities cease to
be outstanding or (iv) upon the consummation of the Exchange Offer if such Securities have
not been tendered in the Exchange Offer, unless such Securities are entitled to the
benefits of a Shelf Registration Statement pursuant to Section 2(b) hereof. 



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



3 

















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



        “SEC”
shall mean the United States Securities and Exchange Commission. 



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



        “Shelf
Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof. 



        “Shelf Effectiveness
Period” shall have the meaning set forth in Section 2(b) hereof. 



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



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



        “Shelf
Request” shall have the meaning set forth in Section 2(b) hereof. 



        “Staff”
shall mean the staff of the SEC. 



        “Target
Registration Date” shall have the meaning set forth in Section 2(d) hereof. 



        “Trust
Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to
time. 



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



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



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



        2.    Registration
Under the Securities Act.    (a)    To the extent not prohibited           by any
applicable law or applicable interpretations of the Staff, the Company           and the
Guarantors shall use their reasonable best efforts to (1) cause to be           filed an
Exchange Offer Registration Statement covering an offer to the Holders           to
exchange all the Registrable Securities for Exchange Securities and (2) have
          such Registration Statement remain effective until 180 days after the
completion           of the Exchange Offer. The Company and the Guarantors shall commence
the           Exchange Offer promptly after the Exchange Offer Registration Statement is
          declared effective by the SEC and use their reasonable best efforts to complete
          the Exchange Offer not later than 60 days after such effective date.  




        The
Company and the Guarantors shall commence the Exchange Offer by mailing the related
Prospectus, appropriate letters of transmittal and other accompanying documents to each
Holder stating, in addition to such other disclosures as are required by applicable law,
substantially the following: 



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



        (ii)
 the dates of acceptance for exchange (which shall be a period of at least 20
          Business Days from the date such notice is mailed) (the “Exchange
          Dates”);  



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



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



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



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        As
a condition to participating in the Exchange Offer, a Holder will be required to represent
to the Company and the Guarantors that (i) any Exchange Securities to be received by it
will be acquired in the ordinary course of its business, (ii) at the time of the
commencement of the Exchange Offer it has no arrangement or understanding with any Person
to participate in the distribution (within the meaning of the Securities Act) of the
Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not
an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the
Company or any Guarantor and (iv) if such Holder is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Registrable Securities that were
acquired as a result of market-making or other trading activities, then such Holder will
deliver a Prospectus in connection with any resale of such Exchange Securities. 



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



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



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



        The
Company and the Guarantors shall use their reasonable best efforts to complete the
Exchange Offer as provided above and shall comply with the applicable requirements of the
Securities Act, the Exchange Act and other applicable laws and regulations in connection
with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other
than that the Exchange Offer does not violate any applicable law or applicable
interpretations of the Staff. 



             (b)    
          In the event that (i) the Company and the Guarantors determine that the Exchange
          Offer Registration provided for in Section 2(a) above is not available or may
          not be completed as soon as practicable after the last Exchange Date because it
          would violate any applicable law or applicable interpretations of the Staff,
          (ii) the Exchange Offer Registration Statement is not declared effective by the
          SEC by the date that is 180 days after the Closing Date, (iii) the Exchange
          Offer is not for any other reason completed by the date that is 240 days after
          the Closing Date or (iv) any Initial Purchaser shall so request in writing (a
          “Shelf Request”) in connection with any offer or sale of Registrable
          Securities that the Initial Purchaser represents are ineligible to be exchanged
          in the Exchange Offer, the Company and the Guarantors shall use their reasonable
          best efforts to cause to be filed as soon as practicable after such
          determination, date or request, as the case may be, a Shelf Registration
          Statement providing for the sale of all the Registrable Securities by the
          Holders thereof and to have such Shelf Registration Statement declared effective
          by the SEC. 




6 



















        In
the event that the Company and the Guarantors are required to file a Shelf Registration
Statement pursuant to clause (iv) of the preceding sentence, the Company and the
Guarantors shall use their reasonable best efforts to file and have declared effective by
the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with
respect to all Registrable Securities and a Shelf Registration Statement (which may be a
combined Registration Statement with the Exchange Offer Registration Statement) with
respect to offers and sales of Registrable Securities held by the Initial Purchasers after
completion of the Exchange Offer. 



        The
Company and the Guarantors agree to use their reasonable best efforts to keep the Shelf
Registration Statement continuously effective until the expiration of the period referred
to in Rule 144(k) (or any similar rule then in force, but not Rule 144A) under the
Securities Act with respect to the Registrable Securities or such shorter period that will
terminate when all the Registrable Securities covered by the Shelf Registration Statement
have been sold pursuant to the Shelf Registration Statement (the “Shelf Effectiveness
Period”). The Company and the Guarantors further agree to supplement or amend the
Shelf Registration Statement and the related Prospectus if required by the rules,
regulations or instructions applicable to the registration form used by the Company for
such Shelf Registration Statement or by the Securities Act or by any other rules and
regulations thereunder for shelf registration or if reasonably requested by a Holder of
Registrable Securities with respect to information relating to such Holder, and to use
their reasonable best efforts to cause any such amendment to become effective and such
Shelf Registration Statement and Prospectus to become usable as soon as thereafter
practicable. The Company and the Guarantors agree to furnish to the Holders of Registrable
Securities copies of any such supplement or amendment promptly after its being used or
filed with the SEC. 



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




             (d)    
          An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a
          Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed
          to have become effective unless it has been declared effective by the SEC. 




        In
the event that either (i) the Exchange Offer Registration Statement is not declared
effective by the SEC by the date that is 180 days after the Closing Date or (ii) the
Exchange Offer is not completed or the Shelf Registration Statement, if required hereby,
is not declared effective by the date that is 240 days after the Closing Date (the
“Target Registration Date”), the interest rate on the Registrable Securities
will be increased by (A) 0.25% per annum for the first 90-day period immediately following
the Target Registration Date and (B) an additional 0.25% per annum with respect to each
subsequent 90-day period, in each case until the Exchange Offer Registration Statement is
declared effective by the SEC, the Exchange Offer is completed or the Shelf Registration
Statement, if required hereby, is declared effective by the SEC, as the case may be, or
until the Securities become freely tradable under the Securities Act, up to a maximum of
1.00% per annum of additional interest. In the event the Company receives a Shelf Request
pursuant to Section 2(b)(iv), and the Shelf Registration Statement required to be filed
thereby is not declared effective by the later of (x) the date that is 150 days after the
Closing Date or (y) 180 days after the delivery of such Shelf Request (such later date,
the “Shelf Additional Interest Date”), then the interest rate on the Registrable
Securities will be increased by (1) 0.25% per annum for the first 90-day period
immediately following the Shelf Additional Interest Date and (2) an additional 0.25% per
annum with respect to each subsequent 90-day period, in each case until the Shelf
Registration Statement is declared effective, up to a maximum of 1.00% per annum of
additional interest. 



7 

















        If
the Shelf Registration Statement, if required hereby, has been declared effective and
thereafter either ceases to be effective or the Prospectus contained therein ceases to be
usable at any time during the Shelf Effectiveness Period, and such failure to remain
effective or usable exists for more than 30 days (whether or not consecutive) in any
12-month period, then the interest rate on the Registrable Securities will be increased by
0.25% per annum for the first 90-day period commencing on the 31st day in such
12-month period and (ii) an additional 0.25% per annum with respect to each subsequent
90-day period, in each case ending on such date that the Shelf Registration Statement has
again been declared effective or the Prospectus again becomes usable, up to a maximum of
1.00% per annum of additional interest. 



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




             3.    
          Registration Procedures.    (a)    In connection with their obligations
          pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors
          shall as expeditiously as possible: 




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




8 


















             (ii)    
          prepare and file with the SEC such amendments and post-effective amendments to
          each Registration Statement as may be necessary to keep such Registration
          Statement effective for the applicable period in accordance with Section 2
          hereof and cause each Prospectus to be supplemented by any required prospectus
          supplement and, as so supplemented, to be filed pursuant to Rule 424 under the
          Securities Act; and keep each Prospectus current during the period described in
          Section 4(3) of and Rule 174 under the Securities Act that is applicable to
          transactions by brokers or dealers with respect to the Registrable Securities or
          Exchange Securities; 




        (iii)    in
the case of a Shelf Registration, furnish to each Holder of Registrable
          Securities, to counsel for the Initial Purchasers, to counsel for such Holders
          and to each Underwriter of an Underwritten Offering of Registrable Securities,
          if any, without charge, as many copies of each Prospectus, including each
          preliminary Prospectus, and any amendment or supplement thereto as such Holder,
          counsel or Underwriter shall reasonably request, in order to facilitate the
sale           or other disposition of the Registrable Securities thereunder; and the
Company           and the Guarantors consent to the use of such Prospectus and any
amendment or           supplement thereto in accordance with applicable law by each of
the Holders of           Registrable Securities and any such Underwriters in connection
with the offering           and sale of the Registrable Securities covered by and in the
manner described in           such Prospectus or any amendment or supplement thereto in
accordance with           applicable law;  




             (iv)    
          use their reasonable best efforts to register or qualify the Registrable
          Securities under all applicable state securities or blue sky laws of such
          jurisdictions as any Holder of Registrable Securities covered by a Registration
          Statement shall reasonably request in writing by the time the applicable
          Registration Statement is declared effective by the SEC; cooperate with such
          Holders in connection with any filings required to be made with the National
          Association of Securities Dealers, Inc.; and do any and all other acts and
          things that may be reasonably necessary or advisable to enable each Holder to
          complete the disposition in each such jurisdiction of the Registrable Securities
          owned by such Holder; provided that neither the Company nor any Guarantor
          shall be required to (1) qualify as a foreign corporation or other entity or as
          a dealer in securities in any such jurisdiction where it would not otherwise be
          required to so qualify, (2) file any general consent to service of process in
          any such jurisdiction or (3) subject itself to taxation in any such jurisdiction
          if it is not so subject; 




             (v)    
          notify counsel for the Initial Purchasers and, in the case of a Shelf
          Registration, notify each Holder of Registrable Securities and counsel for such
          Holders (and, in the case of the Exchange Offer Registration Statement, notify
          any Initial Purchaser or Participating Broker-Dealer that shall have made a
          request pursuant to Section 4(b) hereof) promptly and, if requested by any such
          Holder or counsel, confirm such advice in writing (1) when a Registration
          Statement has become effective and when any post-effective amendment thereto has
          been filed and becomes effective, (2) of any request by the SEC or any state
          securities authority for amendments and supplements to a Registration Statement
          and Prospectus or for additional information after the Registration Statement
          has become effective, (3) of the issuance by the SEC or any state securities
          authority of any stop order suspending the effectiveness of a Registration
          Statement or the initiation of any proceedings for that purpose, (4) if, between
          the effective date of a Shelf Registration Statement and the closing of any sale
          of Registrable Securities covered thereby, the representations and warranties of
          the Company or any Guarantor contained in any underwriting agreement, securities
          sales agreement or other similar agreement, if any, relating to an offering of
          such Registrable Securities cease to be true and correct in all material
          respects or if the Company or any Guarantor receives any notification with
          respect to the suspension of the qualification of the Registrable Securities for
          sale in any jurisdiction or the initiation of any proceeding for such purpose,
          (5) of the happening of any event during the period a Registration Statement is
          effective that makes any statement made in such Registration Statement or the
          related Prospectus untrue in any material respect or that requires the making of
          any changes in such Registration Statement or Prospectus in order to make the
          statements therein not misleading and (6) of any determination by the Company or
          any Guarantor that a post-effective amendment to a Registration Statement would
          be appropriate; 




9 




















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




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




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




             (ix)    
          in the case of a Shelf Registration, upon the occurrence of any event
          contemplated by Section 3(a)(v)(5) hereof, use their reasonable best efforts to
          prepare and file with the SEC a supplement or post-effective amendment to such
          Shelf Registration Statement or the related Prospectus or any document
          incorporated therein by reference or file any other required document so that,
          as thereafter delivered to purchasers of the Registrable Securities, such
          Prospectus will not contain any untrue statement of a material fact or omit to
          state a material fact necessary to make the statements therein, in the light of
          the circumstances under which they were made, not misleading; and the Company
          and the Guarantors shall notify the Holders of Registrable Securities to suspend
          use of the Prospectus as promptly as practicable after the occurrence of such an
          event, and such Holders hereby agree to suspend use of the Prospectus until the
          Company and the Guarantors have amended or supplemented the Prospectus to
          correct such misstatement or omission; 




10 

















             (x)    
          a reasonable time prior to the filing of any Registration Statement, any
          Prospectus, any amendment to a Registration Statement or amendment or supplement
          to a Prospectus or of any document that is to be incorporated by reference into
          a Registration Statement or a Prospectus after initial filing of a Registration
          Statement, provide copies of such document to the Initial Purchasers and their
          counsel (and, in the case of a Shelf Registration Statement, to the Holders of
          Registrable Securities and their counsel) and make such of the representatives
          of the Company and the Guarantors as shall be reasonably requested by the
          Initial Purchasers or their counsel (and, in the case of a Shelf Registration
          Statement, the Holders of Registrable Securities or their counsel) available for
          discussion of such document; and the Company and the Guarantors shall not, at
          any time after the initial filing of a Registration Statement, file any
          Prospectus, any amendment of or supplement to a Registration Statement or a
          Prospectus, or any document that is to be incorporated by reference into a
          Registration Statement or a Prospectus, of which the Initial Purchasers and
          their counsel (and, in the case of a Shelf Registration Statement, the Holders
          of Registrable Securities and their counsel) shall not have previously been
          advised and furnished a copy or to which the Initial Purchasers or their counsel
          (and, in the case of a Shelf Registration Statement, the Holders of Registrable
          Securities or their counsel) shall object; 




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




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




             (xiii)    
          in the case of a Shelf Registration, make available for inspection by a
          representative of the Holders of the Registrable Securities (an
          “Inspector”), any Underwriter participating in any disposition
          pursuant to such Shelf Registration Statement, any attorneys and accountants
          designated by the Holders of Registrable Securities and any attorneys and
          accountants designated by such Underwriter, at reasonable times and in a
          reasonable manner, all pertinent financial and other records, documents and
          properties of the Company and the Guarantors, and cause the respective officers,
          directors and employees of the Company and the Guarantors to supply all
          information reasonably requested by any such Inspector, Underwriter, attorney or
          accountant in connection with a Shelf Registration Statement; provided
          that if any such information is identified by the Company or any Guarantor as
          being confidential or proprietary, each Person receiving such information shall
          take such actions as are reasonably necessary to protect the confidentiality of
          such information to the extent such action is otherwise not inconsistent with,
          an impairment of or in derogation of any due diligence defense or similar
          defense that may be asserted by any Inspector, Holder or Underwriter; 



11 


















             (xiv)    
          in the case of a Shelf Registration, use their reasonable best efforts to cause
          all Registrable Securities to be listed on any securities exchange or any
          automated quotation system on which similar securities issued or guaranteed by
          the Company or any Guarantor are then listed if requested by the Majority
          Holders, to the extent such Registrable Securities satisfy applicable listing
          requirements; 




             (xv)    
          if reasonably requested by any Holder of Registrable Securities covered by a
          Shelf Registration Statement, promptly include in a Prospectus supplement or
          post-effective amendment such information with respect to such Holder as such
          Holder reasonably requests to be included therein and make all required filings
          of such Prospectus supplement or such post-effective amendment as soon as the
          Company has received notification of the matters to be so included in such
          filing; and 




             (xvi)    
          in the case of a Shelf Registration, enter into such customary agreements and
          take all such other actions in connection therewith (including those requested
          by the Holders of a majority in principal amount of the Registrable Securities
          being sold) in order to expedite or facilitate the disposition of such
          Registrable Securities, including, but not limited to, an Underwritten Offering,
          and in such connection, (1) to the extent possible, make such representations
          and warranties to the Holders and any Underwriters of such Registrable
          Securities with respect to the business of the Company and its subsidiaries and
          the Registration Statement, Prospectus and documents incorporated by reference
          or deemed incorporated by reference, if any, in each case, in form, substance
          and scope as are customarily made by issuers to underwriters in underwritten
          offerings and confirm the same if and when requested, (2) obtain opinions of
          counsel to the Company and the Guarantors (which counsel and opinions, in form,
          scope and substance, shall be reasonably satisfactory to the Holders and such
          Underwriters and their respective counsel) addressed to each selling Holder and
          Underwriter of Registrable Securities, covering the matters customarily covered
          in opinions requested in underwritten offerings, (3) obtain “comfort”
          letters from the independent registered public accountants of the Company and
          the Guarantors (and, if necessary, any other independent auditor of any
          subsidiary of the Company or any Guarantor, or of any business acquired by the
          Company or any Guarantor for which financial statements and financial data are
          or are required to be included in the Registration Statement) addressed to each
          selling Holder and Underwriter of Registrable Securities, such letters to be in
          customary form and covering matters of the type customarily covered in
          “comfort” letters in connection with underwritten offerings and (4)
          deliver such documents and certificates as may be reasonably requested by the
          Holders of a majority in principal amount of the Registrable Securities being
          sold or the Underwriters, and which are customarily delivered in underwritten
          offerings, to evidence the continued validity of the representations and
          warranties of the Company and the Guarantors made pursuant to clause (1) above
          and to evidence compliance with any customary conditions contained in an
          underwriting agreement. 




12 

















             (b)    
          In the case of a Shelf Registration Statement, the Company may require each
          Holder of Registrable Securities to furnish to the Company such information
          regarding such Holder and the proposed disposition by such Holder of such
          Registrable Securities as the Company and the Guarantors may from time to time
          reasonably request in writing. 




             (c)    
          In the case of a Shelf Registration Statement, each Holder of Registrable
          Securities agrees that, upon receipt of any notice from the Company and the
          Guarantors of the happening of any event of the kind described in Section
          3(a)(v)(3) or 3(a)(v)(5) hereof, such Holder will forthwith discontinue
          disposition of Registrable Securities pursuant to the Shelf Registration
          Statement until the lifting of such stop order or such Holder’s receipt of
          the copies of the supplemented or amended Prospectus contemplated by Section
          3(a)(ix) hereof and, if so directed by the Company and the Guarantors, such
          Holder will deliver to the Company and the Guarantors all copies in its
          possession, other than permanent file copies then in such Holder’s
          possession, of the Prospectus covering such Registrable Securities that is
          current at the time of receipt of such notice. 




             (d)    
          If the Company and the Guarantors shall give any notice pursuant to Section 3(c)
          hereof to suspend the disposition of Registrable Securities pursuant to a Shelf
          Registration Statement, the Company and the Guarantors shall extend the period
          during which such Shelf Registration Statement shall be maintained effective
          pursuant to this Agreement by the number of days during the period from and
          including the date of the giving of such notice to and including the date when
          the Holders of such Registrable Securities shall have received copies of the
          supplemented or amended Prospectus necessary to resume such dispositions. The
          Company and the Guarantors may give any such notice only twice during any
          365-day period, any such suspensions shall not exceed 30 days for each
          suspension and there shall not be more than two suspensions in effect during any
          365-day period. 




             (e)    
          The Holders of Registrable Securities covered by a Shelf Registration Statement
          who desire to do so may sell such Registrable Securities in an Underwritten
          Offering. In any such Underwritten Offering, the investment bank or investment
          banks and manager or managers (each an “Underwriter”) that will
          administer the offering will be selected by the Holders of a majority in
          principal amount of the Registrable Securities included in such offering. 




             4.    
          Participation of Broker-Dealers in Exchange Offer.    (a)    The Staff has
          taken the position that any broker-dealer that receives Exchange Securities for
          its own account in the Exchange Offer in exchange for Securities that were
          acquired by such broker-dealer as a result of market-making or other trading
          activities (a “Participating Broker-Dealer”) may be deemed to be an
          “underwriter” within the meaning of the Securities Act and must
          deliver a prospectus meeting the requirements of the Securities Act in
          connection with any resale of such Exchange Securities. 





13 

















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



             (b)    
          In light of the above, and notwithstanding the other provisions of this
          Agreement, the Company and the Guarantors agree to amend or supplement the
          Prospectus contained in the Exchange Offer Registration Statement for a period
          of up to 180 days after the completion of the Exchange Offer, if requested by
          the Initial Purchasers or by one or more Participating Broker-Dealers, in order
          to expedite or facilitate the disposition of any Exchange Securities by
          Participating Broker-Dealers consistent with the positions of the Staff recited
          in Section 4(a) above; provided that if, during such 180-day period, any
          event of the kind described in Section 3(a)(v)(3) or 3(a)(v)(5) hereof shall
          occur, the Company and the Guarantors shall extend such 180-day period by the
          number of days during the period from and including the date of receipt of
          notice pursuant to Section 3(a)(v) hereof to and including the date when such
          stop order shall have been lifted or such Participating Broker-Dealers shall
          have received copies of the supplemented or amended Prospectus necessary to
          resume such dispositions. The Company and the Guarantors further agree that
          Participating Broker-Dealers shall be authorized to deliver such Prospectus
          during such period in connection with the resales contemplated by this Section
          4. 




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




             5.    
          Indemnification and Contribution.    (a)    The Company and each Guarantor,
          jointly and severally, agree to indemnify and hold harmless each Initial
          Purchaser and each Holder, their respective affiliates, directors and officers
          and each Person, if any, who controls any Initial Purchaser or any Holder within
          the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
          Act, from and against any and all losses, claims, damages and liabilities
          (including, without limitation, legal fees and other expenses incurred in
          connection with any suit, action or proceeding or any claim asserted, as such
          fees and expenses are incurred), that arise out of, or are based upon, any
          untrue statement or alleged untrue statement of a material fact contained in any
          Registration Statement or any Prospectus or any omission or alleged omission to
          state therein a material fact required to be stated therein or necessary in
          order to make the statements therein, in the light of the circumstances under
          which they were made, not misleading, except insofar as such losses, claims,
          damages or liabilities arise out of, or are based upon, any untrue statement or
          omission or alleged untrue statement or omission made in reliance upon and in
          conformity with any information relating to any Initial Purchaser, or
          information relating to any Holder furnished to the Company in writing through
          JPMorgan or any selling Holder expressly for use therein. In connection with any
          Underwritten Offering permitted by Section 3, the Company and the Guarantors,
          jointly and severally, will also indemnify the Underwriters, if any, selling
          brokers, dealers and similar securities industry professionals participating in
          the distribution, their respective affiliates and each Person who controls such
          Persons (within the meaning of the Securities Act and the Exchange Act) to the
          same extent as provided above with respect to the indemnification of the
          Holders, if requested in connection with any Registration Statement. 



14 


















             (b)    
          Each Holder agrees, severally and not jointly, to indemnify and hold harmless
          the Company, the Guarantors, the Initial Purchasers and the other selling
          Holders, the directors of the Company and the Guarantors, each officer of the
          Company and the Guarantors who signed the Registration Statement and each
          Person, if any, who controls the Company, the Guarantors, any Initial Purchaser
          and any other selling Holder within the meaning of Section 15 of the Securities
          Act or Section 20 of the Exchange Act to the same extent as the indemnity set
          forth in paragraph (a) above, but only with respect to any losses, claims,
          damages or liabilities that arise out of, or are based upon, any untrue
          statement or omission or alleged untrue statement or omission made in reliance
          upon and in conformity with any information relating to such Holder furnished to
          the Company in writing by such Holder expressly for use in any Registration
          Statement and any Prospectus. 




             (c)    
          If any suit, action, proceeding (including any governmental or regulatory
          investigation), claim or demand shall be brought or asserted against any Person
          in respect of which indemnification may be sought pursuant to either paragraph
          (a) or (b) above, such Person (the “Indemnified Person”) shall
          promptly notify the Person against whom such indemnification may be sought (the
          “Indemnifying Person”) in writing; provided that the failure to
          notify the Indemnifying Person shall not relieve it from any liability that it
          may have under this Section 5 except to the extent that it has been materially
          prejudiced (through the forfeiture of substantive rights or defenses) by such
          failure; and provided, further, that the failure to notify the
          Indemnifying Person shall not relieve it from any liability that it may have to
          an Indemnified Person otherwise than under this Section 5. If any such
          proceeding shall be brought or asserted against an Indemnified Person and it
          shall have notified the Indemnifying Person thereof, the Indemnifying Person
          shall retain counsel reasonably satisfactory to the Indemnified Person to
          represent the Indemnified Person and any others entitled to indemnification
          pursuant to this Section 5 that the Indemnifying Person may designate in such
          proceeding and shall pay the fees and expenses of such counsel related to such
          proceeding, as incurred. In any such proceeding, any Indemnified Person shall
          have the right to retain its own counsel, but the fees and expenses of such
          counsel shall be at the expense of such Indemnified Person unless (i) the
          Indemnifying Person and the Indemnified Person shall have mutually agreed to the
          contrary; (ii) the Indemnifying Person has failed within a reasonable time to
          retain counsel reasonably satisfactory to the Indemnified Person; (iii) the
          Indemnified Person shall have reasonably concluded that there may be legal
          defenses available to it that are different from or in addition to those
          available to the Indemnifying Person; or (iv) the named parties in any such
          proceeding (including any impleaded parties) include both the Indemnifying
          Person and the Indemnified Person and representation of both parties by the same
          counsel would be inappropriate due to actual or potential differing interests
          between them. It is understood and agreed that the Indemnifying Person shall
          not, in connection with any proceeding or related proceeding in the same
          jurisdiction, be liable for the fees and expenses of more than one separate firm
          (in addition to any local counsel) for all Indemnified Persons, and that all
          such fees and expenses shall be reimbursed as they are incurred. Any such
          separate firm (x) for any Initial Purchaser, its affiliates, directors and
          officers and any control Persons of such Initial Purchaser shall be designated
          in writing by JPMorgan, (y) for any Holder, its directors and officers and any
          control Persons of such Holder shall be designated in writing by the Majority
          Holders and (z) in all other cases shall be designated in writing by the
          Company. The Indemnifying Person shall not be liable for any settlement of any
          proceeding effected without its written consent, but if settled with such
          consent or if there be a final judgment for the plaintiff, the Indemnifying
          Person agrees to indemnify each Indemnified Person from and against any loss or
          liability by reason of such settlement or judgment. Notwithstanding the
          foregoing sentence, if at any time an Indemnified Person shall have requested
          that an Indemnifying Person reimburse the Indemnified Person for fees and
          expenses of counsel as contemplated by this paragraph, the Indemnifying Person
          shall be liable for any settlement of any proceeding effected without its
          written consent if (i) such settlement is entered into more than 30 days after
          receipt by the Indemnifying Person of such request and (ii) the Indemnifying
          Person shall not have reimbursed the Indemnified Person in accordance with such
          request prior to the date of such settlement. No Indemnifying Person shall,
          without the written consent of the Indemnified Person, effect any settlement of
          any pending or threatened proceeding in respect of which any Indemnified Person
          is or could have been a party and indemnification could have been sought
          hereunder by such Indemnified Person, unless such settlement (A) includes an
          unconditional release of such Indemnified Person, in form and substance
          reasonably satisfactory to such Indemnified Person, from all liability on claims
          that are the subject matter of such proceeding and (B) does not include any
          statement as to or any admission of fault, culpability or a failure to act by or
          on behalf of any Indemnified Person. 




15 

















             (d)    
          If the indemnification provided for in paragraphs (a) and (b) above is
          unavailable to an Indemnified Person or insufficient in respect of any losses,
          claims, damages or liabilities referred to therein, then each Indemnifying
          Person under such paragraph, in lieu of indemnifying such Indemnified Person
          thereunder, shall contribute to the amount paid or payable by such Indemnified
          Person as a result of such losses, claims, damages or liabilities (i) in such
          proportion as is appropriate to reflect the relative benefits received by the
          Company and the Guarantors from the offering of the Securities and the Exchange
          Securities, on the one hand, and by the Holders from receiving Securities or
          Exchange Securities registered under the Securities Act, on the other hand, or
          (ii) if the allocation provided by clause (i) is not permitted by applicable
          law, in such proportion as is appropriate to reflect not only the relative
          benefits referred to in clause (i) but also the relative fault of the Company
          and the Guarantors on the one hand and the Holders on the other in connection
          with the statements or omissions that resulted in such losses, claims, damages
          or liabilities, as well as any other relevant equitable considerations. The
          relative fault of the Company and the Guarantors on the one hand and the Holders
          on the other shall be determined by reference to, among other things, whether
          the untrue or alleged untrue statement of a material fact or the omission or
          alleged omission to state a material fact relates to information supplied by the
          Company and the Guarantors or by the Holders and the parties’ relative
          intent, knowledge, access to information and opportunity to correct or prevent
          such statement or omission. 




16 

















             (e)    
          The Company, the Guarantors and the Holders agree that it would not be just and
          equitable if contribution pursuant to this Section 5 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 that does not take
          account of the equitable considerations referred to in paragraph (d) above. The
          amount paid or payable by an Indemnified Person as a result of the losses,
          claims, damages and liabilities referred to in paragraph (d) above shall be
          deemed to include, subject to the limitations set forth above, any legal or
          other expenses incurred by such Indemnified Person in connection with any such
          action or claim. Notwithstanding the provisions of this Section 5, in no event
          shall a Holder be required to contribute any amount in excess of the amount by
          which the total price at which the Securities or Exchange Securities sold by
          such Holder exceeds the amount of any damages that such Holder has otherwise
          been required to pay by reason of such untrue or alleged untrue statement or
          omission or alleged omission. No Person guilty of fraudulent misrepresentation
          (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
          contribution from any Person who was not guilty of such fraudulent
          misrepresentation. 




             (f)    
          The remedies provided for in this Section 5 are not exclusive and shall not
          limit any rights or remedies that may otherwise be available to any Indemnified
          Person at law or in equity. 




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




             6.    
          General. 




             (a)    
          No Inconsistent Agreements.    The Company and the Guarantors represent,
          warrant and agree that (i) the rights granted to the Holders hereunder do not in
          any way conflict with and are not inconsistent with the rights granted to the
          holders of any other outstanding securities issued or guaranteed by the Company
          or any Guarantor under any other agreement and (ii) neither the Company nor any
          Guarantor has entered into, or on or after the date of this Agreement will enter
          into, any agreement that is inconsistent with the rights granted to the Holders
          of Registrable Securities in this Agreement or otherwise conflicts with the
          provisions hereof. 




17 

















             (b)    
          Amendments and Waivers.    The provisions of this Agreement, including the
          provisions of this sentence, may not be amended, modified or supplemented, and
          waivers or consents to departures from the provisions hereof may not be given
          unless the Company and the Guarantors have obtained the written consent of
          Holders of at least a majority in aggregate principal amount of the outstanding
          Registrable Securities affected by such amendment, modification, supplement,
          waiver or consent; provided that no amendment, modification, supplement,
          waiver or consent to any departure from the provisions of Section 5 hereof shall
          be effective as against any Holder of Registrable Securities unless consented to
          in writing by such Holder. Any amendments, modifications, supplements, waivers
          or consents pursuant to this Section 6(b) shall be by a writing executed by each
          of the parties hereto. 




             (c)    
          Notices.    All notices and other communications provided for or permitted
          hereunder shall be made in writing by hand-delivery, registered first-class
          mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if
          to a Holder, at the most current address given by such Holder to the Company by
          means of a notice given in accordance with the provisions of this Section 6(c),
          which address initially is, with respect to the Initial Purchasers, the address
          set forth in the Purchase Agreement; (ii) if to the Company and the Guarantors,
          initially at the Company’s address set forth in the Purchase Agreement and
          thereafter at such other address, notice of which is given in accordance with
          the provisions of this Section 6(c); and (iii) to such other persons at their
          respective addresses as provided in the Purchase Agreement and thereafter at
          such other address, notice of which is given in accordance with the provisions
          of this Section 6(c). All such notices and communications shall be deemed to
          have been duly given: at the time delivered by hand, if personally delivered;
          five Business Days after being deposited in the mail, postage prepaid, if
          mailed; when answered back, if telexed; when receipt is acknowledged, if
          telecopied; and on the next Business Day if timely delivered to an air courier
          guaranteeing overnight delivery. Copies of all such notices, demands or other
          communications shall be concurrently delivered by the Person giving the same to
          the Trustee, at the address specified in the Indenture. 




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




18 

















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




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




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




             (h)    
          Governing Law.    This Agreement shall be governed by and construed in
          accordance with the laws of the State of New York. 




             (j)    
          Miscellaneous.    This Agreement contains the entire agreement between the
          parties relating to the subject matter hereof and supersedes all oral statements
          and prior writings with respect thereto. If any term, provision, covenant or
          restriction contained in this Agreement is held by a court of competent
          jurisdiction to be invalid, void or unenforceable or against public policy, the
          remainder of the terms, provisions, covenants and restrictions contained herein
          shall remain in full force and effect and shall in no way be affected, impaired
          or invalidated. The Company, the Guarantors and the Initial Purchasers shall
          endeavor in good faith negotiations to replace the invalid, void or
          unenforceable provisions with valid provisions the economic effect of which
          comes as close as possible to that of the invalid, void or unenforceable
          provisions. 



19 



















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




		 	GIBRALTAR INDUSTRIES, INC.	 
	 
		 	By:       /s/ David W. Kay                 	 
		 	Name:  David W. Kay	 
		 	Title:   Executive Vice President,
            Chief Financial Officer and
Treasurer 	 







Registration Rights
Agreement 











	 	 	AIR VENT INC.	 
	 	 	ALABAMA METAL INDUSTRIES CORPORATION	 
	 	 	APPLETON SUPPLY COMPANY, INC.	 
	 	 	B&W HEAT TREATING CORP.	 
	 	 	B&W LEASING, LLC	 
	 	 	B&W OF MICHIGAN, INC.	 
	 	 	BRAZING CONCEPTS COMPANY	 
	 	 	CAROLINA COMMERCIAL HEAT TREATING, INC.	 
	 	 	CLEVELAND PICKLING, INC.	 
	 	 	CONSTRUCTION METALS INC.	 
	 	 	DIAMOND PERFORATED METALS, INC.	 
	 	 	GATOR GRATE, INC.	 
	 	 	GIBRALTAR INTERNATIONAL, INC.	 
	 	 	GIBRALTAR STEEL CORPORATION OF NEW YORK	 
	 	 	GIBRALTAR STRIP STEEL, INC.	 
	 	 	GSCNY CORP.	 
	 	 	HARBOR METAL TREATING CO.	 
	 	 	HARBOR METAL TREATING OF INDIANA, INC.	 
	 	 	HI-TEMP HEAT TREATING, INC.	 
	 	 	INTERNATIONAL GRATING, INC.	 
	 	 	K&W METAL FABRICATORS, INC.	 
	 	 	PENNSYLVANIA INDUSTRIAL HEAT TREATERS, INC.	 
	 	 	SCM METAL PRODUCTS, INC.	 
	 	 	SEA SAFE, INC.	 
	 	 	SOLAR GROUP, INC.	 
	 	 	SOLAR OF MICHIGAN, INC.	 
	 	 	SOUTHEASTERN METALS MANUFACTURING COMPANY, INC.	 
	 	 	UNITED STEEL PRODUCTS COMPANY, INC.	 
	 	 	WM. R. HUBBELL STEEL CORPORATION	 
	 
		 	By:      /s/ David W. Kay               	 
		 	Name: David W. Kay	 
		 	Title:   Executive Vice President,
            Chief Financial Officer and
Treasurer 	 




Registration Rights
Agreement 












Confirmed and accepted as of the date
first above written: 



     J.P. MORGAN SECURITIES INC.




For itself and on behalf of the
several Initial Purchasers 



By:    /s/ David A. Dwyer        

          Name: David A. Dwyer

          Title: Vice President  




Registration Rights
Agreement