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Exhibit 10.35  


 
  REGISTRATION RIGHTS AGREEMENT    
    



        This Registration Rights Agreement (this "Agreement") is dated as of March 8, 2004, by and among WH
HOLDINGS (CAYMAN ISLANDS) LTD., a Cayman Islands exempted limited liability company (the "Company"), WH CAPITAL CORPORATION, a Nevada corporation
("Capital," and together with the Company, the "Issuers") on the one hand, and UBS SECURITIES LLC (the
"Initial Purchaser"), on the other hand. 


        This
Agreement is entered into in connection with the Purchase Agreement, dated as of March 3, 2004, by and among the Issuers and the Initial Purchaser (the
"Purchase Agreement"), relating to the offering of $275,000,000 aggregate principal amount of the Issuers' 91/2% Notes due 2011 (the
"Notes"). The execution and delivery of this Agreement is a condition to the Initial Purchaser's obligation to purchase the Notes under the Purchase
Agreement. 


        The
parties hereby agree as follows: 


        Section
1.    Definitions    


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


        "action" shall have the meaning set forth in Section 7(c) hereof. 


        "Advice" shall have the meaning set forth in Section 5 hereof. 


        "Agreement" shall have the meaning set forth in the first introductory paragraph hereto. 


        "Applicable Period" shall have the meaning set forth in Section 2(b) hereof. 


        "Board of Directors" shall have the meaning set forth in Section 5 hereof. 


        "Business Day" shall mean a day that is not a Legal Holiday. 


        "Commission" shall mean the Securities and Exchange Commission. 


        "Day" shall mean a calendar day. 


        "Damages Payment Date" shall have the meaning set forth in Section 4(b) hereof. 


        "Delay Period" shall have the meaning set forth in Section 5 hereof. 


        "Effectiveness Period" shall have the meaning set forth in Section 3(b) hereof. 



        "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder. 


        "Exchange Notes" shall have the meaning set forth in Section 2(a) hereof. 


        "Exchange Offer" shall have the meaning set forth in Section 2(a) hereof. 


        "Exchange Offer Registration Statement" shall have the meaning set forth in Section 2(a) hereof. 



        "Holder" shall mean any holder of a Registrable Note or Registrable Notes. 


        "Indenture" shall mean the indenture, dated as of the Issue Date, by and between the Issuers and The Bank of New York, as trustee,
pursuant to which the Notes are being issued, as amended or supplemented from time to time in accordance with the terms thereof. 


        "Initial Purchaser" shall have the meaning set forth in the first introductory paragraph hereof. 


        "Inspectors" shall have the meaning set forth in Section 5(n) hereof. 


        "Issue Date" shall mean March 8, 2004, the date of original issuance of the Notes. 


        "Issuers" shall have the meaning set forth in the introductory paragraph hereto and shall also include the Issuers' permitted successors
and assigns. 







 



        "Legal Holiday" shall mean a Saturday, a Sunday or a day on which banking institutions in New York, New York or in Los Angeles, California
are required by law, regulation or executive order to remain closed. 


        "Liquidated Damages" shall have the meaning set forth in Section 4(a) hereof. 


        "Losses" shall have the meaning set forth in Section 7(a) hereof. 


        "NASD" shall have the meaning set forth in Section 5(s) hereof. 


        "Notes" shall have the meaning set forth in the second introductory paragraph hereto. 


        "Participant" shall have the meaning set forth in Section 7(a) hereof. 


        "Participating Broker-Dealer" shall have the meaning set forth in Section 2(b) hereof. 



        "Person" shall mean an individual, corporation, partnership, joint venture association, joint stock company, trust, unincorporated limited
liability company, government or any agency or political subdivision thereof or any other entity. 


        "Private Exchange" shall have the meaning set forth in Section 2(b) hereof. 


        "Private Exchange Notes" shall have the meaning set forth in Section 2(b) hereof. 



        "Prospectus" shall mean the prospectus included in any Registration Statement (including, without limitation, any prospectus subject to
completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under
the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in such Prospectus. 


        "Purchase Agreement" shall have the meaning set forth in the second introductory paragraph hereof. 


        "Records" shall have the meaning set forth in Section 5(n) hereof. 


        "Registrable Notes" shall mean each Note upon its original issuance and at all times subsequent thereto, each Exchange Note as to which
Section 2(c)(iii) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note upon original issuance thereof and at all times
subsequent thereto, in each case until (i) a Registration Statement (other than, with respect to any Exchange Note as to which Section 2(c)(iii) hereof is applicable, the Exchange
Offer Registration Statement) covering such Note, Exchange Note or Private Exchange Note has been declared effective by the Commission and such Note, Exchange Note or such Private Exchange Note, as
the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or Exchange
Notes that may be resold without restriction under state and federal securities laws, (iii) such Note, Exchange Note or Private Exchange Note, as the case may be, ceases to be outstanding for
purposes of the Indenture or (iv) such Note, Exchange Note or Private Exchange Note has been sold in compliance with Rule 144 or is salable pursuant to Rule 144(k). 



        "Registration Default" shall have the meaning set forth in Section 4(a) hereof. 


        "Registration Statement" shall mean any registration statement of the Issuers covering any of the Registrable Notes filed with the
Commission under the Securities Act on the appropriate form, and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 


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        "Requesting Participating Broker-Dealer" shall have the meaning set forth in Section 2(b) hereof. 


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


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


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


        "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated
thereunder. 


        "Shelf Filing Event" shall have the meaning set forth in Section 2(c) hereof. 


        "Shelf Registration" shall have the meaning set forth in Section 3(a) hereof. 



        "Shelf Registration Statement" shall mean a Registration Statement filed in connection with a Shelf Registration. 


        "TIA" shall mean the Trust Indenture Act of 1939, as amended. 


        "Trustee" shall mean the trustee under the Indenture and the trustee (if any) under any Indenture governing the Exchange Notes and Private
Exchange Notes. 


        "Underwritten registration or underwritten offering" shall mean a registration in which securities of the Issuers are sold to an
underwriter for reoffering to the public. 


        Section
2.    Exchange Offer    



        (a)   The
Issuers shall (i) file a Registration Statement (the "Exchange Offer Registration Statement") within
105 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the "Exchange Offer")
to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (the "Exchange Notes") that are identical in all
material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their
reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 165 days after the Issue Date and (iii) use their
reasonable efforts to consummate the Exchange Offer within 195 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Issuers
will offer the Exchange Notes in exchange for surrender of the Notes. The Issuers shall keep the Exchange Offer open for not less than 30 days (or longer if required by applicable law) after
the date notice of the Exchange Offer is mailed to Holders. 


        Each
Holder that participates in the Exchange Offer will be required to represent to the Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in
the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange
Notes in violation of the provisions of the Securities Act or, if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent
applicable, (iii) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes, (iv) if such Holder is a broker-dealer
that will receive Exchange Notes for its own 



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account
in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any resale of such Exchange Notes and
(v) such Holder has full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Issuers will acquire good and unencumbered title thereto free and clear of any
liens, restrictions, charges or encumbrances and not subject to any adverse claims. 


        (b)   The
Issuers and the Initial Purchaser acknowledge that the staff of the Commission has taken the position that any broker-dealer that elects to exchange Notes that were
acquired by such broker-dealer for its own account as a result of market-making or other trading activities for Exchange Notes in the Exchange Offer (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 Notes (other than a resale of an unsold allotment resulting from the original offering of the Notes). 


        The
Issuers and the Initial Purchaser also acknowledge that the staff of the Commission has taken the 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 Notes, without naming the Participating
Broker-Dealers or specifying the amount of Exchange Notes owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the
Securities Act in connection with resales of Exchange Notes for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. 



        In
light of the foregoing, if requested by a Participating Broker-Dealer (a "Requesting Participating Broker-Dealer"), the Issuers agree
to use their reasonable efforts to keep the Exchange Offer Registration Statement continuously effective for a period not to exceed 60 days after the date on which the Exchange Registration
Statement is declared effective, or such longer period if extended pursuant to the last paragraph of Section 5 hereof (such period, the "Applicable
Period"), or such earlier date as all Requesting Participating Broker-Dealers shall have notified the Issuers in writing that such Requesting Participating Broker-Dealers have
resold all Exchange Notes acquired in the Exchange Offer. The Issuers shall include a plan of distribution in such Exchange Offer Registration Statement that meets the requirements set forth in the
preceding paragraph. 


        If,
prior to consummation of the Exchange Offer, the Initial Purchaser or any Holder, as the case may be, holds any Notes acquired by it that have, or that are reasonably likely to be
determined to have, the status of an unsold allotment in an initial distribution, or if any Holder is not entitled to participate in the Exchange Offer, the Issuers upon the request of the Initial
Purchaser or any such Holder, as the case may be, shall simultaneously with the delivery of the Exchange Notes in the Exchange Offer, issue and deliver to the Initial Purchaser or any such Holder, as
the case may be, in exchange (the "Private Exchange") for such Notes held by the Initial Purchaser or any such Holder, as the case may be, a like
principal amount of notes (the "Private Exchange Notes") of the Issuers that are identical in all material respects to the Exchange Notes except that
the Private Exchange Notes may be subject to restrictions on transfer and bear a legend to such effect. The Private Exchange Notes shall be issued pursuant to the same Indenture as the Exchange Notes
and bear the same CUSIP number as the Exchange Notes. 


        For
each Note surrendered in the Exchange Offer, the Holder will receive an Exchange Note having a principal amount equal to that of the surrendered Note. Interest on each Exchange Note
and Private Exchange Note issued pursuant to the Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Notes surrendered in
exchange therefor or, if no interest has been paid on the Notes, from the Issue Date. 



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        Upon
consummation of the Exchange Offer, the Issuers shall have no further registration obligations other than the Issuers' continuing registration obligations with respect to
(i) Private Exchange Notes, (ii) Exchange Notes held by Participating Broker-Dealers and (iii) Notes or Exchange Notes as to which clause (c)(iii) of this
Section 2 applies. 


        In
connection with the Exchange Offer, the Issuers shall: 



        (1)   mail
or cause to be mailed to each Holder entitled to participate in the Exchange Offer a copy of the Prospectus forming part of the Exchange Offer Registration
Statement, together with an appropriate letter of transmittal and related documents; 



        (2)   utilize
the services of a depositary for the Exchange Offer with an address in the Borough of Manhattan, The City of New York; 


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


        (4)   otherwise
comply in all material respects with all applicable laws, rules and regulations. 




        As
soon as practicable after the close of the Exchange Offer and the Private Exchange, if any, the Issuers shall: 



        (1)   accept
for exchange all Registrable Notes validly tendered and not validly withdrawn by the Holders pursuant to the Exchange Offer and the Private Exchange, if any; 


        (2)   deliver
or cause to be delivered to the Trustee for cancellation all Registrable Notes so accepted for exchange; and 


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




        The
Exchange Offer and the Private Exchange shall not be subject to any conditions, other than that (i) the Exchange Offer or Private Exchange, as the case may be, does not
violate applicable law or any applicable interpretation of the staff of the Commission, (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental
agency which might materially impair the ability of the Issuers to proceed with the Exchange Offer or the Private Exchange, and no material adverse development shall have occurred in any existing
action or proceeding with respect to the Issuers and (iii) all governmental approvals shall have been obtained, which approvals the Issuers deem necessary for the consummation of the Exchange
Offer or Private Exchange. 


        The
Exchange Notes and the Private Exchange Notes shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture (in
either case, with such changes as are necessary to comply with any requirements of the Commission to effect or maintain the qualification thereof under the TIA) and which, in either case, has been
qualified under the TIA and shall provide that (a) the Exchange Notes shall not be subject to the transfer restrictions set forth in the Indenture and (b) the Private Exchange Notes
shall be subject to the transfer restrictions set forth in the Indenture. The Indenture or such indentures shall provide that the Exchange Notes, the Private Exchange Notes and the Notes shall vote
and consent together on all matters requiring the vote or consent of the holders of the Exchange Notes, the Private Exchange Notes and the Notes under the Indenture as one class and that none of the
Exchange Notes, the Private Exchange Notes or the Notes will have the right to vote or consent as a separate class on any matter. 



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        (c)   In
the event that (i) any changes in law or the applicable interpretations of the staff of the Commission do not permit the Issuers to effect the Exchange Offer,
(ii) for any reason the Exchange Offer is not consummated within 195 days of the Issue Date, (iii) any Holder, other than the Initial Purchaser, is prohibited by law or the
applicable interpretations of the staff of the Commission from participating in the Exchange Offer or does not receive Exchange Notes on the date of the exchange that may be sold without restriction
under state and federal securities laws (other than due solely to the status of such holder as an affiliate of the Issuers within the meaning of the Securities Act) or (iv) the Initial
Purchaser so requests with respect to Notes or Private Exchange Notes that have, or that are reasonably likely to be determined to have, the status of unsold allotments in an initial distribution
(each such event referred to in clauses (i) through (iv) of this sentence, a "Shelf Filing Event"), then the Issuers shall file a
Shelf Registration pursuant to Section 3 hereof. 




        Section
3.    Shelf Registration    


        If
at any time a Shelf Filing Event shall occur, then: 



        (a)    Shelf Registration.    The Issuers shall file with the Commission a Registration Statement for an offering to
be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which
Section 2(c)(iii) is applicable (the "Shelf Registration"). The Issuers shall use their reasonable efforts to file with the Commission the
Shelf Registration as promptly as practicable. The Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Notes for resale
by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes
to be included in the Shelf Registration. 


        (b)    The
Issuers shall use their reasonable efforts (x) to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the later of
195 calendar days after the Issue Date or 90 days after the Shelf Registration is required to be filed with the Commission and (y) to keep the Shelf Registration continuously effective
under the Securities Act for the period ending on the date which is two years from the Issue Date, subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the
"Effectiveness Period"), or such shorter period ending when all Registrable Notes covered by the Shelf Registration have been sold in the manner set
forth and as contemplated in the Shelf Registration; provided, however, that (i) the
Effectiveness Period in respect of the Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174
under the Securities Act and as otherwise provided herein and (ii) the Issuers may suspend the effectiveness of the Shelf Registration Statement by written notice to the Holders as a result of
(A) the filing of a post-effective amendment to the Shelf Registration Statement to incorporate annual audited financial information with respect to the Issuers where such
post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus and (B) the penultimate paragraph of
Section 5 hereof. 


        (c)    Supplements and Amendments.    The Issuers agree to supplement or make amendments to the Shelf Registration
Statement as and when required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration Statement or by the Securities Act or rules and
regulations thereunder for shelf registration, or if reasonably requested by the Holders of a majority in aggregate principal amount of the Registrable Notes covered by such Registration Statement or
by any underwriter of such Registrable Notes. 



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        Section
4.    Liquidated Damages    



        (a)   The
Issuers and the Initial Purchaser agree that the Holders will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or
Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if: 



          (i)  the
Exchange Offer Registration Statement is not filed with the Commission on or prior to the 105th day following the Issue Date or, if that filing date is not a
Business Day, the next day that is a Business Day, 


         (ii)  the
Exchange Offer Registration Statement is not declared effective on or prior to the 165th day following the Issue Date or, if that effectiveness day is not a
Business Day, the next day that is a Business Day, 


        (iii)  the
Exchange Offer is not consummated on or prior to the 195th day following the Issue Date, or, if that day is not a Business Day, the next day that is a Business
Day; or 


        (iv)  the
Shelf Registration Statement is required to be filed but is not declared effective by the later of 195 calendar days after the Issue Date or 90 days after
the Shelf Registration is required to be filed with the Commission, or, if either such day is not a Business Day, the next day that is a Business Day or is declared effective by such date but
thereafter ceases to be effective or usable, except if the Shelf Registration ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof 




(each
such event referred to in clauses (i) through (iv) a "Registration Default"), liquidated damages
("Liquidated Damages") will accrue on the affected Notes and the affected Exchange Notes, as applicable. The rate of Liquidated Damages will be 0.25%
per annum for the first 90-day period immediately following the occurrence of a Registration Default, increasing
by an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum amount of 1.00% per annum, from and including the date on which any such Registration Default
shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured or (2) the date on which all the Registrable Notes otherwise become freely
transferable by Holders other than affiliates of the Issuers without further registration under the Securities Act. 


        Notwithstanding
the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending and
(2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shelf Registration Statement (i.e., such Holder has not
elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement. 



        (b)   So
long as Notes remain outstanding, the Issuers shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of
which Liquidated Damages is required to be paid. Any amounts of Liquidated Damages due pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Section 4 will be payable
in cash semi-annually on each April 1 and October 1 (each a "Damages Payment Date"), commencing with the first such date
occurring after any such Liquidated Damages commence to accrue, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Notes that are Registrable Securities. The
amount of Liquidated Damages for Registrable Notes will be determined by multiplying the applicable rate of Liquidated Damages by the aggregate principal amount of all such Registrable Notes
outstanding on the Damages Payment Date following such Registration Default in the case of the first such payment of Liquidated Damages with respect to a Registration Default (and thereafter at the
next succeeding Damages Payment Date until the cure of such Registration Default), multiplied by a fraction, the numerator of which is the number of days such 



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Liquidated
Damages rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360. 




        Section
5.    Registration Procedures    


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



        (a)   Prepare
and file with the Commission the Registration Statement or Registration Statements prescribed by Section 2 or 3 hereof, and use its reasonable efforts to
cause each such Registration Statement to become effective and remain effective as provided herein; provided,  however, that if
(1) such filing is pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required
to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period relating thereto, before filing any Registration Statement or
Prospectus or any amendments or supplements thereto, the Issuers shall furnish to and afford the Holders of the Registrable Notes covered by such Registration Statement or each such Participating
Broker-Dealer, as the case may be, its counsel (if such counsel is known to the Issuers) and the managing underwriters, if any, a reasonable opportunity to review copies of all such documents
(including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (in each case at least five Business Days prior to such filing or such later
date as is reasonable under the circumstances). The Issuers shall not file any Registration Statement or Prospectus or any amendments or supplements thereto if the Holders of a majority in aggregate
principal amount of the Registrable Notes covered by such Registration Statement, or any such Participating Broker-Dealer, as the case may be, its counsel, or the managing underwriters, if any, shall
reasonably object on a timely basis. 


        (b)   Prepare
and file with the Commission such amendments and post-effective amendments to each Shelf Registration Statement or Exchange Offer Registration
Statement, as the case may be, as may be necessary to keep such Registration Statement continuously effective for the Effectiveness Period or the Applicable Period, as the case may be; cause the
related Prospectus to be supplemented by any Prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force)
promulgated under the Securities Act; and comply with the provisions of the Securities Act and the Exchange Act applicable to it with respect to the disposition of all securities covered by such
Registration Statement as so amended or in such Prospectus as so supplemented and with respect to the subsequent resale of any securities being sold by a Participating Broker-Dealer covered by any
such Prospectus, in each case, in accordance with the intended methods of distribution set forth in such Registration Statement or Prospectus, as so amended. 



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        (c)   If
(1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period relating
thereto from whom the Issuers have received written notice that such Broker-Dealer will be a Participating Broker-Dealer in the applicable Exchange Offer, notify the selling Holders of Registrable
Notes, or each such Participating Broker-Dealer, as the case may be, their counsel and the managing underwriters, if any, as promptly as possible, and, if requested by any such Person, confirm such
notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective under the Securities Act (including in such notice a written statement that any Holder may, upon request, obtain, at the sole
expense of the Issuers, one conformed copy of such Registration Statement or post-effective amendment including financial statements and schedules, documents incorporated or deemed to be
incorporated by reference and exhibits), (ii) of the issuance by the Commission or any state securities commission or other governmental agency or court of any stop order, injunction, ruling or
other order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, the initiation of any proceedings for that purpose
or of any request by the Commission for additional information or for an amendment or supplement to the Registration Statement or any Prospectus or Prospectus supplement relating thereto,
(iii) if at any time when a Prospectus is required by the Securities Act to be delivered in connection with sales of the Registrable Notes or resales of Exchange Notes by Participating Broker-
Dealers, the representations and warranties of the Issuers contained in any agreement (including any underwriting agreement) contemplated by Section 5(m)(i) hereof cease to be true and
correct in all material respects, (iv) of the receipt by the Issuers of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration
Statement or any of the Registrable Notes or the Exchange Notes for offer or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, (v) of the happening
of any event, the existence of any condition or any information becoming known to the Issuers that makes any statement made in such Registration Statement or related Prospectus or any document
incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in or amendments or supplements to such Registration Statement,
Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (vi) of the Issuers' determination
that a post-effective amendment to a Registration Statement would be appropriate. 


        (d)   If
(1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use its
reasonable best efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of a
Prospectus or suspending the qualification (or exemption from qualification) of any of the Registrable Notes or the Exchange Notes, as the case may be, for sale in any jurisdiction, and, if any such
order is issued, to use its reasonable best efforts to obtain the withdrawal of any such order at the earliest practicable moment. 


        (e)   If
(1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is 



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required
to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period and if reasonably requested by the managing
underwriter or underwriters (if any), the Holders of a majority in aggregate principal amount of the Registrable Notes covered by such Registration Statement or any Participating Broker-Dealer, as the
case may be, (i) promptly incorporate in such Registration Statement or Prospectus a prospectus supplement or post-effective amendment such information as the managing underwriter
or underwriters (if any), such Holders or any Participating Broker-Dealer, as the case may be (based upon advice of counsel), determine is reasonably necessary to be included therein and
(ii) make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Issuers have received notification of the matters to
be incorporated in such prospectus supplement or post-effective amendment; provided,  however, that the Issuers shall not be required to take any action
hereunder that would, in the written opinion of counsel to the Issuers, violate
applicable laws. 


        (f)    If
(1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, furnish to
each selling Holder of Registrable Notes or each such Participating Broker-Dealer, as the case may be, who so requests, its counsel and each managing underwriter, if any, at the sole expense of the
Issuers, one conformed copy of the Registration Statement or Registration Statements and each post-effective amendment thereto, including financial statements and schedules, and, if
requested, all documents incorporated or deemed to be incorporated therein by reference and all exhibits. 


        (g)   If
(1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, deliver to
each selling Holder of Registrable Notes or each such Participating Broker-Dealer, as the case may be, its respective counsel, and the underwriters, if any, at the sole expense of the Issuers, as many
copies of the Prospectus or Prospectuses (including each form of preliminary prospectus) and each amendment or supplement thereto and any documents incorporated by reference therein as such Persons
may reasonably request; and, subject to the last paragraph of this Section 5, the Issuers hereby consent to the use of such Prospectus and each amendment or supplement thereto by each of the
selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the case may be, and the underwriters or agents, if any, and dealers (if any), in connection with the
offering and sale of the Registrable Notes covered by, or the sale by Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and any amendment or supplement thereto. 



        (h)   Prior
to any public offering of Registrable Notes or Exchange Notes or any delivery of a Prospectus contained in the Exchange Offer Registration Statement by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use its reasonable best efforts to register or qualify, and to cooperate with the selling Holders of
Registrable Notes or each such Participating Broker-Dealer, as the case may be, the managing underwriter or underwriters, if any, and its respective counsel in connection with the registration or
qualification (or exemption from such registration or qualification) of such Registrable Notes or Exchange Notes, as the case may be, for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any selling Holder, Participating Broker-Dealer, or the managing underwriter or underwriters reasonably request;  provided, however, that where Exchange Notes or Registrable Notes are offered other than through an
underwritten offering, the Issuers agree to use their reasonable best efforts to cause the Issuers' counsel to perform Blue Sky investigations and file registrations and qualifications required to be
filed pursuant to this 



10







 




Section 5(h);
keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and do any and all
other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Exchange Notes or Registrable Notes covered by the applicable Registration Statement;  provided, however, that the Issuers shall not be required to (A) qualify generally to do business
in any jurisdiction where they are not then so qualified, (B) take any action that would subject them to general service of process in any such jurisdiction where they are not then so subject
or (C) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not then so subject. 


        (i)    If
a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with the selling Holders of Registrable Notes and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Notes to be sold, which certificates shall not bear any restrictive legends and shall
be in a form eligible for deposit with the depositary or common depositary, as applicable, and enable such Registrable Notes to be in such denominations and registered in such names as the managing
underwriter or underwriters, if any, or selling Holders may request at least five Business Days prior to any sale of such Registrable Notes or Exchange Notes. 


        (j)    Use
its reasonable efforts to cause the Registrable Notes or Exchange Notes covered by any Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be reasonably necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such
Registrable Notes or Exchange Notes, except as may be required solely as a consequence of the nature of such selling Holder's business, in which case the Issuers will cooperate in all reasonable
respects with the filing of such Registration Statement and the granting of such approvals. 



        (k)   If
(1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, upon the
occurrence of any event contemplated by Section 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and (subject to Section 5(a) and the penultimate paragraph of
this Section 5) file with the Commission, at the sole expense of the Issuers, a supplement or post-effective amendment to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable
Notes being sold thereunder or to the purchasers of the Exchange Notes to whom such Prospectus will be delivered by a Participating Broker-Dealer, any such Prospectus will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading. 


        (l)    Prior
to the effective date of the first Registration Statement relating to the Registrable Notes, (i) provide the Trustee with certificates for the Registrable
Notes in a form eligible for deposit with the depositary and common depositary, as applicable, and (ii) provide a CUSIP number for the Registrable Notes. 



        (m)  In
connection with any underwritten offering of Registrable Notes pursuant to a Shelf Registration, enter into an underwriting agreement as is customary in underwritten
offerings of debt securities similar to the Notes and take all such other actions as are reasonably requested by the managing underwriter or underwriters in order to expedite or facilitate the
registration or the disposition of such Registrable Notes and, in such connection, (i) make such representations and warranties to, and covenants with, the underwriters with respect to the
business of the Issuers and 



11







 




their
respective subsidiaries, as then conducted (including any acquired business, properties or entity, if applicable), and the Registration Statement, Prospectus and documents, if any, incorporated
or deemed to be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings of debt securities similar to the Notes, and confirm the
same in writing if and when requested; (ii) use its reasonable efforts to obtain the written opinions of counsel to the Issuers and written updates thereof in form, scope and substance
reasonably satisfactory to the managing underwriter or underwriters, addressed to the underwriters covering the matters customarily covered in opinions requested in underwritten offerings and such
other matters as may be reasonably requested by the managing underwriter or underwriters; (iii) use its reasonable efforts to obtain "cold comfort" letters and updates thereof in form, scope
and substance reasonably satisfactory to the managing underwriter or underwriters from the independent certified public accountants of the Issuers (and, if necessary, any other independent certified
public accountants of any subsidiary of the Issuers or of any business acquired by the Issuers for which financial statements and financial data are, or are required to be, included or incorporated by
reference in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in
connection with underwritten offerings; and (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable than those set
forth in Section 7 hereof (or such other provisions and procedures acceptable to Holders of a majority in aggregate principal amount of Registrable Notes covered by such Registration Statement
and the managing underwriter or underwriters or agents) with respect to all parties to be indemnified pursuant to said Section; provided that the
Issuers shall not be required to provide indemnification to any underwriter selected in accordance with the provisions of Section 9 hereof with respect to information relating to such
underwriter furnished in writing to the Issuers by or on behalf of such underwriter expressly for inclusion in such Registration Statement. The above shall be done at each closing under such
underwriting agreement, or as and to the extent required thereunder. 


        (n)   If
(1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, make
available for inspection by any selling Holder of such Registrable Notes being sold or each such Participating Broker-Dealer, as the case may be, any underwriter participating in any such disposition
of Registrable Notes, if any, and any attorney, accountant or other agent retained by any such selling Holder or each such Participating Broker-Dealer, as the case may be, or underwriter
(collectively, the "Inspectors"), at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent
corporate documents and instruments of the Issuers and their subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them
to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of the Issuers and their respective subsidiaries to supply all information reasonably
requested by any such Inspector in connection with such Registration Statement and Prospectus. Each Inspector shall agree in writing that it will keep the Records confidential and that it will not
disclose, or use in connection with any market transactions in violation of any applicable securities laws or otherwise, any Records that the Issuers determine, in good faith, to be confidential and
that either of the Issuers notifies the Inspectors in writing are confidential unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such
Registration Statement or Prospectus, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii) disclosure of such
information is necessary or advisable in the opinion of counsel for an Inspector in connection with any action, claim, suit or proceeding, directly or indirectly, involving or potentially involving
such Inspector and arising out of, based upon, relating to, or involving this 



12







 




Agreement
or the Purchase Agreement, or any transactions contemplated hereby or thereby or arising hereunder or thereunder, or (iv) the information in such Records has been made generally
available to the public otherwise than pursuant to a breach of this Agreement; provided, however, that
(i) each Inspector shall agree to use reasonable best efforts to provide notice to the Issuers of the potential disclosure of any information by such Inspector pursuant to clause (i),
(ii) or (iii) of this sentence to permit the Issuers to obtain a protective order (or waive the provisions of this paragraph (n)) and (ii) each such Inspector shall take
such actions as are reasonably necessary to protect the confidentiality of such information (if practicable) to the extent such action is otherwise not inconsistent with, an impairment of or in
derogation of the rights and interests of the Holder or any Inspector. 


        (o)   Provide
an indenture trustee for the Registrable Notes or the Exchange Notes, as the case may be, and cause the Indenture or the trust indenture provided for in
Section 2(b) hereof to be qualified under the TIA not later than the effective date of the Exchange Offer or the first Registration Statement relating to the Registrable Notes; and in
connection therewith, cooperate with the trustee under any such indenture and the Holders of the Registrable Notes or Exchange Notes, as applicable, to effect such changes to such indenture as may be
required for such indenture to be so qualified in accordance with the terms of the TIA; and execute, and use its reasonable best efforts to cause such trustee to execute, all documents as may be
required to effect such changes, and all other forms and documents required to be filed with the Commission to enable such indenture to be so qualified in a timely manner. 


        (p)   Comply
in all material respects with all applicable rules and regulations of the Commission and make generally available to the Holders earnings statements satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any
12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which
Registrable Notes or Exchange Notes are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on
the first day of the first fiscal quarter of the Company after the effective date of a Registration Statement, which statements shall cover said 12-month periods consistent with the
requirements of Rule 158. 


        (q)   Upon
the request of a Holder, upon consummation of the Exchange Offer or a Private Exchange, use its reasonable efforts to obtain an opinion of counsel to the Issuers,
in a form customary for underwritten transactions, addressed to the Trustee for the benefit of all Holders of Registrable Notes participating in the Exchange Offer or the Private Exchange, as the case
may be, that the Exchange Notes or Private Exchange Notes, as the case may be, and the related indenture constitute legal, valid and binding obligations of the Issuers, enforceable against the Issuers
in accordance with its respective terms, subject to customary exceptions and qualifications. 


        (r)   If
the Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Registrable Notes by Holders to the Issuers (or to such other Person as directed
by the Issuers) in exchange for the Exchange Notes or the Private Exchange Notes, as the case may be, mark, or cause to be marked, on such Registrable Notes that such Registrable Notes are being
cancelled in exchange for the Exchange Notes or the Private Exchange Notes, as the case may be; provided that in no event shall such Registrable Notes
be marked as paid or otherwise satisfied. 


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



13







 




        (t)    Use
its reasonable efforts to take all other steps reasonably necessary or advisable to effect the registration of the Exchange Notes and/or Registrable Notes covered by
a Registration Statement contemplated hereby. 




        The
Issuers may require each seller of Registrable Notes or Exchange Notes as to which any registration is being effected to furnish to the Issuers such information regarding such seller
and the distribution of such Registrable Notes or Exchange Notes as the Issuers may, from time to time, reasonably request. The Issuers may exclude from such registration the Registrable Notes of any
seller
so long as such seller fails to furnish such information within a reasonable time after receiving such request and in the event of such an exclusion, the Issuers shall have no further obligation under
this Agreement (including, without limitation, the obligations under Section 4) with respect to such seller or any subsequent Holder of such Registrable Notes. Each seller as to which any Shelf
Registration is being effected agrees to furnish promptly to the Issuers all information required to be disclosed in order to make any information previously furnished to the Issuers by such seller
not materially misleading. 


        If
any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Issuers, then such Holder shall have the right to require
(i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder, to the effect that the holding by such Holder of such securities is not to be construed as a
recommendation by such Holder of the investment quality of the securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements
of the Issuer, or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of
the reference to such Holder in any amendment or supplement to the applicable Registration Statement filed or prepared subsequent to the time that such reference ceases to be required. 


        Each
Holder of Registrable Notes and each Participating Broker-Dealer agrees by acquisition of such Registrable Notes or Exchange Notes that, upon actual receipt of any notice from the
Issuers (x) of the happening of any event of the kind described in Section 5(c)(ii), 5(c)(iii), 5(c)(iv), or 5(c)(v) hereof, or (y) that the Board of Directors of the
Issuers (the "Board of Directors") has resolved that the Issuers have a bona fide business purpose for
doing so, then the Issuers may delay the filing or the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (if not then filed or effective, as applicable)
and shall not be required to maintain the effectiveness thereof or amend or supplement the Exchange Offer Registration Statement or the Shelf Registration, in all cases, for a period (a
"Delay Period") expiring upon the earlier to occur of (i) in the case of the immediately preceding clause (x), such Holder's or
Participating Broker-Dealer's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(k) hereof or until it is advised in writing (the
"Advice") by the Issuers that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto or
(ii) in the case of the immediately preceding clause (y), the date which is the earlier of (A) the date on which such business purpose ceases to interfere with the Issuers'
obligations to file or maintain the effectiveness of any such Registration Statement pursuant to this Agreement or (B) 60 days after the Issuers notify the Holders of such good faith
determination. There shall not be more than 90 days of Delay Periods during any 12-month period. Each of the Effectiveness Period and the Applicable Period, if applicable, shall be
extended by the number of days during any Delay Period. Any Delay Period will not alter the obligations of the Issuers to pay Liquidated Damages under the circumstances set forth in Section 4
hereof. 


        In
the event of any Delay Period pursuant to clause (y) of the preceding paragraph, notice shall be given as soon as practicable after the Board of Directors makes such a
determination of the need for a Delay Period and shall state, to the extent practicable, an estimate of the duration of such Delay Period and shall advise the recipient thereof of the agreement of
such Holder provided in the next succeeding 


14







 



sentence.
Each Holder, by his acceptance of any Registrable Note, agrees that during any Delay Period, each Holder will discontinue disposition of such Notes or Exchange Notes covered by such
Registration Statement or Prospectus or Exchange Notes to be sold by such Holder or Participating Broker-Dealer, as the case may be and further agrees that it shall hold in confidence the existence of
any Delay Period. 


        Section
6.    Registration Expenses    


        All
fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions) shall be borne by the
Issuers, whether or not the Exchange Offer Registration Statement or the Shelf Registration is filed or becomes effective or the Exchange Offer is consummated, including, without limitation,
(i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and
(B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky
qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions
(x) where the holders of Registrable Notes are located, in the case of an Exchange Offer, or (y) as provided in Section 5(h) hereof, in the case of a Shelf Registration or in the
case of Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for
Registrable Notes or Exchange Notes in a form eligible for deposit and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by
the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer
during the Applicable Period, as the case may be, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and
disbursements of one special counsel for all of the sellers of Registrable Notes (exclusive of any counsel retained pursuant to Section 7 hereof), (v) fees and disbursements of all
independent certified public accountants referred to in Section 5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by
or incident to such performance), (vi) Securities Act liability insurance, if the Issuers desire such insurance, (vii) fees and expenses of all other Persons retained by the Issuers,
(viii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties),
(ix) the expense of any annual audit, (x) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining
of a rating of the securities, in each case, if applicable, and (xi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements,
indenture and any other documents necessary in order to comply with this Agreement. Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting
discounts and commissions of any underwriters with respect to any Registrable Notes sold by or on behalf of it. 


        Section
7.    Indemnification    



        (a)   The
Issuers, jointly and severally, agree to indemnify and hold harmless each Holder of Registrable Notes and each Participating Broker-Dealer selling Exchange Notes
during the Applicable Period, each Person, if any, who controls any such Person within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, the agents,
employees, officers and directors of each Holder and each such Participating Broker-Dealer and the agents, employees, officers and directors of any such controlling Person (each, a
"Participant") from and against any and all losses, liabilities, claims, damages and expenses (including, but not limited to, reasonable attorneys' fees
and any and all reasonable out-of-pocket expenses actually incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim 



15







 

whatsoever,
and any and all reasonable amounts paid in settlement of any claim or litigation (in the manner set forth in clause (c) below)) (collectively,
"Losses") to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise insofar as such Losses (or actions in
respect thereof) 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 amendment thereto) or Prospectus (as
amended or supplemented if the Issuers shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by, arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus, in the light of the circumstances under which they
were made, not misleading, provided that (i) the foregoing indemnity shall not be available to any Participant insofar as such Losses arise out
of, are based upon or are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to such Participant
furnished to the Issuers in writing by or on behalf of such Participant expressly for use therein, and (ii) that the foregoing indemnity with respect to any preliminary prospectus shall not
inure to the benefit of any Participant from whom the Person asserting such Losses purchased Registrable Notes if (x) it is established in the related proceeding that such Participant failed to
send or give a copy of the Prospectus (as amended or supplemented if such amendment or supplement was furnished to such Participant prior to the written confirmation of such sale) to such Person with
or prior to the written confirmation of such sale, if required by applicable law, and (y) the untrue statement or omission or alleged untrue statement or omission was completely corrected in
the Prospectus (as amended or supplemented if amended or supplemented as aforesaid) and such Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission
that was the subject matter of the related proceeding. This indemnity agreement will be in addition to any liability that the Issuers may otherwise have, including, but not limited to, liability under
this Agreement. 


        (b)   Each
Participant agrees, severally and not jointly, to indemnify and hold harmless the Issuers, each Person, if any, who controls the Issuers within the meaning of
Section 15 of the Securities Act or Section 20(a) of the Exchange Act, and each of their respective agents, employees, officers and directors
and the agents, employees, officers and directors of any such controlling Person from and against any Losses to which they or any of them may become subject under the Securities Act, the Exchange Act
or otherwise insofar as such Losses (or actions in respect thereof) 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 amendment thereto) or Prospectus (as amended or supplemented if the Issuers shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by,
arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus,
in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such Loss arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information relating to such Participant furnished in writing to the Issuers by or on behalf of
such Participant expressly for use therein. 


        (c)   Promptly
after receipt by an indemnified party under subsection 7(a) or 7(b) above of notice of the commencement of any action, suit or proceeding (collectively, an
"action"), such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each
party against whom indemnification is to be sought in writing of the commencement of such action (but the failure so to notify an indemnifying party shall not relieve such indemnifying party from any
liability that it may have under this Section 7 except to the extent that it has been prejudiced in any material respect by such failure). In case any such 



16







 




action
is brought against any indemnified party, and it notifies an indemnifying party of the commencement of such action, the indemnifying party will be entitled to participate in such action, and to
the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense of such action with
counsel satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such action, but the
reasonable fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by the
indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to take charge of the defense of such action within a
reasonable time after notice of commencement of the action, or (iii) the named parties to such action (including any impleaded parties) include such indemnified party and the indemnifying party
or parties (or such indemnifying parties have assumed the defense of such action), and such indemnified party or parties shall have reasonably concluded, that there may be defenses available to it or
them that are different from, in addition to, or in conflict with, those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct
the defense of such action on behalf of the indemnified party or parties), in any of which events such reasonable fees and expenses of counsel shall be borne by the indemnifying parties. In no event
shall the indemnifying party be liable for the fees and expenses of more than one counsel (together with appropriate local counsel) at any time for all indemnified parties in connection with any one
action or separate but substantially similar or related actions arising in the same jurisdiction out of the same general allegations or circumstances. Any such separate firm for the Participants shall
be designated in writing by Participants who sold a majority in interest of Registrable Notes sold by all such Participants and shall be reasonably acceptable to the Issuers and any such separate firm
for the Issuers, its affiliates, officers, directors, representatives, employees and agents and such control Person of the Issuers shall be designated in writing by the Issuers and shall be reasonable
acceptable to the Holders. An indemnifying party shall not be liable for any settlement of any claim or action effected without its written consent, which consent may not be unreasonably withheld. No
indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding and does not include a statement as to or an admission or fault, culpability or failure to act on behalf of any indemnified party. 


        (d)   In
order to provide for contribution in circumstances in which the indemnification provided for in this Section 7 is for any reason held to be unavailable from
the indemnifying party, or is insufficient to hold harmless a party indemnified under this Section 7, each indemnifying party shall contribute to the amount paid or payable by such indemnified
party as a result of such aggregate Losses (i) in such proportion as is appropriate to reflect the relative benefits received by each indemnifying party, on the one hand, and each indemnified
party, on the other hand, from the sale of the Notes to the Initial Purchaser or the resale of the Registrable Notes by such Holder, as applicable, or (ii) if such allocation is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of each indemnified party, on the
one hand, and each indemnifying party, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. The
relative benefits received by the Issuers, on the one hand, and each Participant, on the other hand, shall be deemed to be in the same proportion as (x) the total proceeds from the sale of the
Notes to the Initial Purchaser (net of discounts and commissions but before deducting expenses) received by the Issuers are to (y) the 



17







 




total
net profit received by such Participant in connection with the sale of the Registrable Notes. The relative fault of the parties shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers or such Participant and the
parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or alleged statement or omission. 



        (e)   The
parties agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method
of allocation that does not take into account the equitable considerations referred to above. Notwithstanding the provisions of this Section 7, (i) in no case shall any Participant be
required to contribute any amount in excess of the amount by which the net profit received by such Participant in connection with the sale of the Registrable Notes exceeds the amount of any damages
that such Participant has otherwise been required to pay by reason of any untrue or alleged untrue statement or omission or alleged omission and (ii) 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. Any
party entitled to contribution will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be made against another party or
parties under this Section 7, notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from
whom contribution may be sought from any obligation it or they may have under this Section 7 or otherwise, except to the extent that it has been prejudiced in any material respect by such
failure; provided, however, that no additional notice shall be required with respect to any action for
which notice has been given under this Section 7 for purposes of indemnification. Anything in this section to the contrary notwithstanding, no party shall be liable for contribution with
respect to any action or claim settled without its written consent, provided, however, that such written
consent was not unreasonably withheld. 




        Section
8.    Rules 144 and 144A    


        The
Issuers covenant that they will file the reports required, if any, to be filed by them under the Securities Act and the Exchange Act and the rules and regulations adopted by the
Commission thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuers are not required to file such reports, they
will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The
Issuers further covenant that for so long as any Registrable Notes remain outstanding they will take such further action as any Holder of Registrable Notes may reasonably request from time to time to
enable such Holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under
the Securities Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. 


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        Section 9.    Underwritten Registrations    


        If
any of the Registrable Notes covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that
will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Notes included in such offering and shall be reasonably acceptable to the
Issuers. 


        No
Holder of Registrable Notes may participate in any underwritten registration hereunder if such Holder does not (a) agree to sell such Holder's Registrable Notes on the basis
provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) complete and execute all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. 



        Section
10.    Miscellaneous    



        (a)    No Inconsistent Agreements.    Each of the Issuers have not, as of the date hereof, and shall not have, after
the date of this Agreement, entered into any agreement with respect to any of its securities that is inconsistent with the rights granted to the Holders of Registrable Notes in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not conflict with and are not inconsistent with, in any material respect, the rights granted to the
holders of any of the Issuers' other issued and outstanding securities under any such agreements. The Issuers have not entered and will not enter into any agreement with respect to any of its
securities which will grant to any Person piggy-back registration rights with respect to any Registration Statement. 


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


        (c)    Amendments and Waivers.    The provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given except pursuant to a written agreement duly signed and delivered by (I) the Issuers and (II)(A) the Holders of not
less than a majority in aggregate principal amount of the then outstanding Registrable Notes and (B) in circumstances that would adversely affect the Participating Broker-Dealers, the
Participating Broker-Dealers holding not less than a majority in aggregate principal amount of the Exchange Notes held by all Participating Broker-Dealers;  provided, however, that Section 7 and this Section 10(c) may not be amended, modified or
supplemented except pursuant to a written agreement duly signed and delivered by the Issuers and each Holder and each Participating Broker-Dealer (including any Person who was a Holder or
Participating Broker-Dealer of Registrable Notes or Exchange Notes, as the case may be, disposed of pursuant to any Registration Statement) affected by any such amendment, modification, supplement or
waiver. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Notes whose
securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Notes may be
given by Holders of at least a majority in aggregate principal amount of the Registrable Notes being sold pursuant to such Registration Statement. 



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        (d)    Notices.    All notices and other communications (including, without limitation, any notices or other
communications to the Trustee) provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, next-day air courier or telecopier: 



          (i)  if
to a Holder of the Registrable Notes or any Participating Broker-Dealer, at the most current address of such Holder or Participating Broker-Dealer, as the case may
be, set forth on the records of the registrar under the Indenture. 


         (ii)  if
to either of the Issuers, at the address as follows: 




WH
Holdings (Cayman Islands) Ltd.

c/o Whitney & Co., LLC

177 Broad Street

Stamford, CT 06901

Telephone: (203) 973-4100

Fax: (203) 973-1422

Attention: Mr. James Fordyce 


and 


WH
Holdings (Cayman Islands) Ltd.

c/o Herbalife International of America, Inc.

1800 Century Park East, 15th Floor

Los Angeles, CA 90067-1501

Telephone: 310 410-9600

Fax: (310) 203-7747

Attention: Brett R. Chapman, Esq. 




with
a copy to: 



Gibson
Dunn & Crutcher, LLP

2029 Century Park East

Los Angeles, CA 90067

Telephone: (310) 552-8500

Fax: (310) 551-8741

Attention: Jonathan K. Layne, Esq. 





        (iii)  if
to the Initial Purchaser, at the address as follows: 




UBS
Securities LLC,

677 Washington Boulevard

Stamford, CT 06901

Telephone: (203) 719-3000

Fax number: (212) 719-1075

Attention: High Yield Syndicate Department 


With
a copy at such address to the attention of Legal Department, fax number (203) 719-0680 






        All
such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt is acknowledged by the recipient's telecopier machine, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery. 



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        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 and in the manner specified in
such Indenture. 


        (e)    Successors and Assigns.    This Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto, the Holders and the Participating Broker-Dealers; provided,  however, that this Agreement shall not inure to the
benefit of or be binding upon a successor or assign of a Holder unless and to the extent such
successor or assign holds Registrable Notes. 


        (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 and shall not limit or
otherwise affect the meaning hereof. 


        (h)    Governing
Law.    THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK INCLUDING, WITHOUT LIMITATION,
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B) (WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF RELATING
TO CONFLICTS OF LAW).


        (i)    Severability.    If any term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and
shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. 


        (j)    Securities Held by the Issuers or Their Affiliates.    Whenever the consent or approval of Holders of a
specified percentage of Registrable Notes is required hereunder, Registrable Notes held by the Issuers or any of their affiliates (as such term is defined in Rule 405 under the Securities Act)
shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 



        (k)    Third-Party Beneficiaries.    Holders and beneficial owners of Registrable Notes and Participating
Broker-Dealers are intended third-party beneficiaries of this Agreement, and this Agreement may be
enforced by such Persons. No other Person is intended to be, or shall be construed as, a third-party beneficiary of this Agreement. 


        (l)    Attorneys' Fees.    As between the parties to this Agreement, in any action or proceeding brought to enforce
any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorneys' fees actually incurred in
addition to its costs and expenses and any other available remedy. 


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



21







 

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



	 	 	WH HOLDINGS (CAYMAN ISLANDS) LTD.
	

 	
 	
By:	

/s/  MICHAEL O. JOHNSON      
 Name: Michael O. Johnson

Title: Chief Executive Officer
	

 	
 	
 WH CAPITAL CORPORATION
	

 	
 	
By:	

/s/  BRETT R. CHAPMAN      
 Name: Brett R. Chapman

Title: Secretary
	

 	
 	
 UBS SECURITIES LLC
	

 	
 	
By:	

/s/  DAVID BARTH      
 Name: David Barth

Title: Executive Director

           High Yield Capital Markets
	

 	
 	

By:	

/s/  MICHAEL F. NEWCOMB II      
 Name: Michael F. Newcomb II

Title: Executive Director

           High Yield Capital Markets




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