Exhibit 4.2


 


$1,030,000,000


 


Microchip Technology Incorporated


 


2.125% Junior Subordinated Convertible Debentures
Due 2037


 


Registration
Rights Agreement


 


 


December 7, 2007        


 


J.P.
Morgan Securities Inc.


As Representative of the 


several Initial Purchasers listed in 


Schedule 1 to the Purchase Agreement


c/o
J.P. Morgan Securities Inc.


270
Park Avenue


New
York, NY  10017


 


 


Ladies and Gentlemen:


 


Microchip
Technology Incorporated, a Delaware corporation (the “Company”) proposes to issue and sell to the
initial purchasers (the “Initial Purchasers”)
listed in Schedule 1 of the purchase agreement, for whom you are acting as
representative, dated December 3, 2007, among the Company and the Initial
Purchasers (the “Purchase Agreement”) $1,030,000,000
aggregate principal amount of its 2.125% Junior Subordinated Convertible Debentures
due 2037 (the “Firm Debentures”), and at the
election of the Initial Purchasers an additional $120,000,000 aggregate
principal amount of the Company’s 2.125% Junior Subordinated Convertible
Debentures due 2037 sole to cover over-allotments (the “Additional Debentures”
and, together with the Firm Debentures, the “Debentures”),
in each case, upon the terms and subject to the conditions set forth in the
Purchase Agreement.


 


As an inducement to the Initial Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the Initial
Purchasers thereunder, the Company agrees with the Initial Purchasers, for the
benefit of the Holders, as follows:


 


1.                     Certain
Definitions.


 


Capitalized terms used but not defined herein shall have the meanings
given to such terms in the Purchase Agreement. For purposes of this
Registration Rights Agreement, the following terms shall have the following
meanings:


 

















 


(a)           “Additional Debentures” has the meaning specified in the
first paragraph of this Agreement.


 


(b)           “Additional Interest” has the meaning assigned thereto in Section 2(d).


 


(c)           “Additional Interest Payment Date” has the meaning assigned
thereto in Section 2(d).


 


(d)           “Affiliate” has the meaning set forth in Rule 405 under
the Securities Act, except as otherwise expressly provided herein.


 


(e)           “Agreement” means this Registration Rights Agreement, as the
same may be amended from time to time pursuant to the terms hereof.


 


(f)            “Automatic Shelf Registration Statement” has
the meaning set forth in Rule 405 under the Securities Act.


 


(g)           “Business Day” means 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.


 


(h)           “Closing Date” means the date on which any Debentures are
initially issued.


 


(i)            “Commission” means the Securities and
Exchange Commission, or any other federal agency at the time administering the
Exchange Act or the Securities Act, whichever is the relevant statute for the
particular purpose.


 


(j)            “Company” has the meaning assigned thereto
in the first paragraph of this Agreement.


 


(k)           “Debentures” has
the meaning assigned thereto
in the first paragraph of this Agreement.


 


(l)            “Deferral Notice” has
the meaning assigned thereto in Section 3(b).


 


(m)          “Deferral Period” has the meaning assigned thereto in Section 3(b).


 


(n)           “Effective Period” has the meaning assigned thereto in Section 2(a).


 


(o)           “Exchange Act” means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.


 


(p)           “FINRA” means the Financial Industry Regulatory Authority.


 


(q)           “Holder” means each holder, from time to time, of Registrable
Securities (including the Initial Purchasers).


 


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(r)            “Indenture” means the Indenture dated as of December 7,
2007 among the Company and the Trustee, pursuant to which the Securities are
being issued.


 


(s)            “Initial Purchasers” has the meaning
assigned thereto in the first paragraph of this Agreement.


 


(t)            “Material Event”
has the meaning assigned thereto in Section 3(a)(iii).


 


(u)           “Majority Holders”
means,
on any date, holders of the majority of the Shares constituting Registrable
Securities hereunder; for the purposes of this definition, holders of Debentures
constituting Registrable Securities shall be deemed to be the holders of the
number of Shares into which such Debentures are or would be convertible as of
such date.


 


(v)           “Notice and Questionnaire” means a written notice delivered to
the Company containing substantially the information called for by the Form of
Selling Securityholder Notice and Questionnaire attached as Annex A to the
Offering Memorandum.


 


(w)          “Notice Holder” means, on any date, any Holder that has
delivered a properly completed Notice and Questionnaire to the Company on or
prior to such date.


 


(x)           “Offering Memorandum” means the Offering Memorandum dated December 3,
2007 relating to the offer and sale of the Debentures.


 


(y)           “Person” means a corporation, limited liability company, association,
partnership, organization, business, individual, government or political
subdivision thereof or governmental agency.


 


(z)           “Prospectus” means the prospectus included in any Shelf
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A, 430B or 430C
under the Securities Act), as amended or supplemented by any amendment or
prospectus supplement, including post-effective amendments, and all materials
incorporated by reference or explicitly deemed to be incorporated by reference
in such Prospectus.


 


(aa)         “Purchase Agreement” has the meaning assigned thereto in the
first paragraph of this Agreement.


 


(bb)         “Registrable Securities” means the Securities; provided, however, that such Securities
shall cease to be Registrable Securities when (i) such Securities shall
cease to be outstanding (including, in the case of the Debentures, upon
conversion into Shares); (ii) in the circumstances contemplated by Section 2(a),
a registration statement registering such Securities under the Securities Act
has been declared or becomes effective and such Securities have been sold or
otherwise transferred or disposed of by the Holder thereof pursuant to such
effective registration statement; (iii) such Securities


 


3

















 


are sold pursuant to Rule 144
under circumstances in which any legend borne by such Securities relating to
restrictions on transferability thereof, under the Securities Act or otherwise,
is removed; (iv) the Rule 144(k) Holding Period has passed; or (v) are
not “restricted securities” as such term is defined under Rule 144 and may
be freely sold or transferred by the holder thereof without restriction.


 


(cc)         “Registration Default” has the meaning assigned thereto in Section 2(d).


 


(dd)         “Registration Expenses” has the meaning assigned thereto in Section 5.


 


(ee)         “Rule 144,” “Rule 144A,”
“Rule 405,” “Rule 415” and “Rule 433” mean, in each case, such rule as
promulgated under the Securities Act.


 


(ff)          “Rule 144(k) Holding Period” means that period of time
specified under Rule 144(k) of the Securities Act after which Holders that
are not Affiliates of the Company may resell their restricted securities
without compliance with the provisions of paragraphs (c), (e), (f) and (h) of
Rule 144 (or any respective successor provision to such paragraphs).


 


(gg)         “Securities” means the Debentures and the Shares.


 


(hh)         “Securities Act” means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.


 


(ii)           “Shares” means the shares of common stock of the Company, par
value $0.001 per share, into which the Debentures are convertible or that have
been issued upon any conversion of Debentures into common stock of the Company.


 


(jj)           “Shelf Registration Statement” means the shelf registration
statement referred to in Section 2(a), as amended or supplemented by any
amendment or supplement, including post-effective amendments and any additional
information contained in a form of prospectus or prospectus supplement that is
deemed retroactively to be a part of the shelf registration statement pursuant
to Rules 430A, 430B or 430C, and all materials incorporated by reference
or explicitly deemed to be incorporated by reference in such Shelf Registration
Statement, which may be an Automatic Shelf Registration Statement.


 


(kk)         “Special Counsel” shall have the meaning assigned thereto in Section 5.


 


(ll)           “Trust Indenture Act” means the Trust Indenture Act of 1939, as
amended, or any successor thereto, and the rules, regulations and forms
promulgated thereunder, all as the same shall be amended from time to time.


 


(mm)      “Trustee” shall have the meaning assigned such term in the
Indenture.


 


Unless
the context otherwise requires, any reference herein to a “Section” or “clause”
refers to a Section or clause, as the case may be, of this Agreement, and
the words “herein,”


 


4

















 


“hereof” and “hereunder” and
other words of similar import refer to this Agreement as a whole and not to any
particular Section or other subdivision. Unless the context otherwise
requires, any reference to a statute, rule or regulation refers to the
same (including any successor statute, rule or regulation thereto) as it
may be amended from time to time.


 


2.                     Registration Under the
Securities Act.


 


(a)           The Company agrees to file under
the Securities Act within 120 days after the Closing Date, an Automatic Shelf
Registration Statement, if the Company is eligible to do so, providing for the
registration of, and the sale on a continuous or delayed basis by the Holders
of, all of the Registrable Securities; provided,
however, that if the Company is
not eligible for an Automatic Shelf Registration Statement, then in lieu of the
foregoing the Company will file a Shelf Registration Statement for the
registration of, and the sale on a continuous or delayed basis by the Holders
of, all of the Registrable Securities pursuant to Rule 415 or any similar rule that
may be adopted by the Commission. If the Company files a Shelf Registration
Statement that is not an Automatic Shelf Registration Statement, the Company
agrees to use its reasonable efforts to cause the Shelf Registration Statement
to become or be declared effective no later than 180 days after the Closing Date.
The Company agrees to use its reasonable efforts to keep such Shelf
Registration Statement continuously effective, subject to Section 3(b), until
such time as each of the Registrable Securities covered by the Shelf
Registration Statement ceases to be a Registrable Security (as defined herein) (the
“Effective Period”). None of the
Company’s securityholders (other than the Holders) shall have the right to
include any of the Company’s securities in the Shelf Registration Statement
unless the Shelf Registration Statement is an Automatic Shelf Registration Statement.


 


(b)           The Company further agrees that it
shall cause the Shelf Registration Statement, the related Prospectus and any
amendment or supplement thereto, as of the effective date of the Shelf
Registration Statement, as of the time of sale of any Securities under such
Shelf Registration Statement, and as of the date of any such amendment or
supplement, (i) to comply in all material respects with the applicable
requirements of the Securities Act and (ii) not to contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein (in the
case of the Prospectus, in the light of the circumstances under which they were
made) not misleading, and the Company agrees to furnish to the Holders such number
of copies as such Holders may reasonably request of any supplement or amendment
prior to its being used or promptly following its filing with the Commission; provided, however, that the Company shall
have no obligation to deliver to Holders copies of any amendment consisting
exclusively of an Exchange Act report or other Exchange Act filing otherwise
publicly available on the Company’s website. If the Shelf Registration
Statement, as amended or supplemented from time to time, ceases to be effective
for any reason at any time during the Effective Period (other than because all
Registrable Securities registered thereunder shall have been sold pursuant
thereto or shall have otherwise ceased to be Registrable Securities), the
Company shall use its reasonable efforts to obtain the prompt withdrawal of any
order suspending the effectiveness thereof.


 


5

















 


(c)                                  Each
Holder agrees that if such Holder wishes to sell Registrable Securities
pursuant to the Shelf Registration Statement and related Prospectus, it will do
so only in accordance with this Section 2(c), Section 3(c) and Section 4.
From and after the date the Shelf Registration Statement is initially
effective, the Company shall, as promptly as is reasonably practicable after
the date a Notice and Questionnaire is delivered, and in any event within (x) fifteen
(15) Business Days after the date such Notice and Questionnaire is received by
the Company or (y) if a Notice and Questionnaire is so received during a
Deferral Period, fifteen (15) Business Days after the expiration of such
Deferral Period,


 


(i)                                     if
required by applicable law, file with the Commission a post-effective amendment
to the Shelf Registration Statement or prepare and, if required by applicable
law, file a supplement to the related Prospectus or a supplement or amendment
to any document incorporated therein by reference or file any other required
document so that the Holder delivering such Notice and Questionnaire is named
as a selling security holder in the Shelf Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of the Registrable Securities in accordance with
applicable law and, if the Company shall file a post-effective amendment to the
Shelf Registration Statement and such amendment is not automatically effective,
use its reasonable efforts to cause such post-effective amendment to be
declared or to otherwise become effective under the Securities Act as promptly
as is reasonably practicable;


 


(ii)                                  provide
such Holder with as many copies of any documents filed pursuant to Section 2(c)(i) as
such Holder may reasonably request in connection with the Securities covered by
such Holder’s Notice and Questionnaire; and


 


(iii)                               notify
such Holder as promptly as reasonably practicable after the effectiveness under
the Securities Act of any post-effective amendment filed pursuant to Section 2(c)(i);


 


provided that in no
event shall the Company be required to make more than one such filing during
any twenty (20) Business Day period and, in addition, the Company shall not be
required to make more than one such filing in any calendar quarter in the form
of a post-effective amendment to the Shelf Registration Statement; provided, further, that if such Notice and
Questionnaire is delivered during a Deferral Period, the Company shall so
inform the Holder delivering such Notice and Questionnaire and shall take the
actions set forth in clauses (i), (ii) and (iii) above upon
expiration of the Deferral Period in accordance with Section 3(b). Notwithstanding
anything contained herein to the contrary, the Company shall be under no
obligation to name any Holder that is not a Notice Holder as a selling
securityholder in any Shelf Registration Statement or related Prospectus or prospectus
supplement; provided, however,
that any Holder that becomes a Notice Holder pursuant to the provisions of this
Section 2(c) (whether or not such Holder was a Notice Holder at the
time the Shelf Registration Statement was declared or otherwise became effective)
shall be named as a selling securityholder in the Shelf


 


6

















 


Registration Statement or related
Prospectus in accordance with the requirements of this Section 2(c).


 


(d)                                 If any
of the following events (any such event a “Registration
Default”) shall occur, then additional interest (the “Additional Interest”) shall become payable
by the Company to Holders in respect of the Debentures as follows:


 


(i)                                     if the
Shelf Registration Statement is not filed with the Commission within 120 days
following the Closing Date, then commencing on the 121st day after the Closing
Date, Additional Interest shall accrue on the principal amount of the
outstanding Debentures that are Registrable Securities at a rate of 0.25% per
annum for the first 90 days following such 121st day and at a rate
of 0.5% per annum thereafter; or


 


(ii)                                  if the
Shelf Registration Statement has not become or is not declared effective by the
Commission within 180 days following the Closing Date, then commencing on the 181st
day after the Closing Date, Additional Interest shall accrue on the principal
amount of the outstanding Debentures that are Registrable Securities at a rate
of 0.25% per annum for the first 90 days following such 180th day and at a rate
of 0.5% per annum thereafter; or


 


(iii)                               if the
Company has failed to perform its obligations set forth in Section 2(c) hereof
within the time periods required therein, then, commencing on the first day
after the date by which the Company was required to perform such obligations,
Additional Interest shall accrue on the principal amount of the outstanding Debentures
held by such Holders that are affected by the Company’s failure to perform its
obligations under Section 2(c) at a rate of 0.25% per annum for the
first 90 days and at a rate of 0.5% per annum thereafter; provided,
that notwithstanding the foregoing, Additional Interest shall not accrue of the
Company’s failure to perform its obligations set forth in Section 2(c) hereof
within the time periods required therein if such failure to perform its
obligations results from the inadvertent failure by the Company to include any
Notice Holder in the Shelf Registration Statement and related Prospectus;


 


(iv)                              if the
Shelf Registration Statement has become or been declared effective but such
Shelf Registration Statement ceases to be effective at any time during the
Effective Period (other than pursuant to Section 3(b) hereof), then,
commencing on the day such Shelf Registration Statement ceases to be effective,
Additional Interest shall accrue on the principal amount of the outstanding Debentures
that are Registrable Securities at a rate of 0.25% per annum for the first 90
days following such date on which the Shelf Registration Statement ceases to be
effective and at a rate of 0.5% per annum thereafter; or


 


(v)                                 if the
aggregate duration of Deferral Periods in any period exceeds the number of days
permitted in respect of such period pursuant to Section 3(b) hereof,
then, commencing on the day the aggregate duration of Deferral Periods in


 


7

















 


any period exceeds the number of days
permitted in respect of such period, Additional Interest shall accrue on the
principal amount of the outstanding Debentures that are Registrable Securities at
a rate of 0.25% per annum for the first 90 days and at a rate of 0.5% per annum
thereafter;


 


provided, however, that the Additional Interest rate on the Debentures shall not exceed
in the aggregate 0.5% per annum and shall not be payable under more than one
clause above for any given period of time, except that if Additional Interest
would be payable under more than one clause above, but at a rate of 0.25% per
annum under one clause and at a rate of 0.5% per annum under the other, then
the Additional Interest rate shall be the higher rate of 0.5% per annum; provided further, however,
that (1) upon the filing of the Shelf Registration Statement
(in the case of clause (i) above), (2) upon the effectiveness of the
Shelf Registration Statement (in the case of clause (ii) above), (3) upon
the performance by the Company of its obligations set forth in Section 2(c) hereof
(in the case of clause (iii) above), (4) upon the effectiveness of
the Shelf Registration Statement which had ceased to remain effective (in the
case of clause (iv) above), (5) upon the termination of the Deferral
Period that caused the limit on the aggregate duration of Deferral Periods in a
period set forth in Section 3(b) to be exceeded (in the case of
clause (v) above) or (6) when the Debentures are no longer
Registrable Securities (in the case of each of clauses (i) through (v) above),
Additional Interest on the Debentures as a result of such clause, as the case
may be, shall cease to accrue.


 


Additional
Interest on the Debentures, if any, will be payable in arrears in cash on June 15
and December 15 of each year (the “Additional Interest
Payment Date”) to holders of record of outstanding Debentures that
are Registrable Securities at the close of business on June 1 or December 1
(whether or not a Business Day), as the case may be, immediately preceding the relevant
interest payment date; provided that any
Additional Interest accrued with respect to any Debentures or portion thereof submitted
for repurchase on a repurchase date, called for redemption on the redemption
date or converted into Shares on a conversion date prior to the Registration
Default shall, in any such event, be paid instead to the Holder who submitted
such Debentures or portion thereof for repurchase, redemption or conversion on
the applicable repurchase date, redemption date or conversion date, as the case
may be, on such date (or promptly following the conversion date, in the case of
conversion). Following the cure of all Registration Defaults requiring the
payment of Additional Interest to the Holders of Debentures that are
Registrable Securities pursuant to this Section, the accrual of Additional
Interest will cease (without in any way limiting the effect of any subsequent
Registration Default requiring the payment of Additional Interest). Additional
Interest on the Debentures, if any, will accrue beginning on the date provided
for in clauses 2(d)(i) through (v) above, as applicable, to, but
excluding, the date on which all Registration Defaults have been cured. If a
Holder converts some or all of the Debentures into Shares, the Holder will not
be entitled to receive Additional Interest on such Shares.


 


The Company shall notify the
Trustee promptly upon the happening of each and every Registration Default. The
Trustee shall be entitled, on behalf of Holders, to seek any available remedy
for the enforcement of this Agreement, including for the payment


 


8

















 


of any Additional Interest if any becomes due. Notwithstanding
the foregoing, the parties agree that the sole monetary damages payable for a
violation of the terms of this Agreement with respect to which additional
monetary amounts are expressly provided shall be as set forth in this Section 2(d).
Nothing shall preclude a Notice Holder or Holder from pursuing or obtaining
specific performance or other equitable relief with respect to this Agreement.


 


3.                                                              Registration Procedures.


 


The
following provisions shall apply to the Shelf Registration Statement filed
pursuant to Section 2:


 


(a)                                 The
Company shall:


 


(i)                                     before
filing any Shelf Registration Statement or Prospectus or any amendments or
supplements thereto with the Commission, furnish to each Initial Purchaser
copies of all such documents proposed to be filed and use its reasonable
efforts to reflect in each such document when so filed with the Commission such
comments as such Initial Purchasers reasonably shall propose within three (3) Business
Days of the delivery of such copies to the Initial Purchasers; provided, however, that
the Company shall be permitted to file prospectus supplements or post-effective
amendments to reflect additional selling securityholders without prior review
of the Initial Purchasers;


 


(ii)                                  use
its reasonable efforts to prepare and file with the Commission such amendments
and post-effective amendments to the Shelf Registration Statement and file with
the Commission any other required document as may be necessary to keep such
Shelf Registration Statement continuously effective until the expiration of the
Effective Period; cause the related Prospectus to be supplemented by any
required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
(or any similar provisions then in force) under the Securities Act; and comply
with the provisions of the Securities Act applicable to it with respect to the
disposition of all Securities covered by such Shelf Registration Statement
during the Effective Period in accordance with the intended methods of disposition
by the sellers thereof set forth in the Notice and Questionnaire and such Shelf
Registration Statement as so amended or such Prospectus as so supplemented;


 


(iii)                               as
promptly as reasonably practicable, notify the Notice Holders (A) when
such Shelf Registration Statement or the Prospectus included therein or any
amendment or supplement to the Prospectus or post-effective amendment has been
filed with the Commission, and, with respect to such Shelf Registration
Statement or any post-effective amendment that is not an Automatic Shelf
Registration Statement, when the same is declared or has become effective, (B) of any
request (but not the nature or details regarding such request), following the
effectiveness of the Shelf Registration Statement, by the Commission or any
other


 


9

















 


federal or state governmental authority
for amendments or supplements to the Shelf Registration Statement or related
Prospectus (other than any such request relating to a review of the Company’s
Exchange Act filings), (C) of the issuance by the Commission of any stop
order suspending
the effectiveness of such Shelf Registration Statement or the initiation or
written threat of any proceedings for that purpose, (D) of the receipt by the Company of
any notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation or
written threat of any proceeding for such purpose, (E) of the occurrence
of any event or the existence of any fact (but not the nature of or details
concerning such event or fact) (a “Material
Event”) as a result of which any Shelf Registration Statement shall
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, or any Prospectus shall 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; provided, however,
that no notice by the Company shall be required pursuant to this clause (E) in
the event that the Company either promptly files a prospectus supplement,
amendment to the Shelf Registration Statement to update the Prospectus or a Form 8-K
or other appropriate Exchange Act report that is incorporated by reference into
the Shelf Registration Statement, which, in either case, contains the requisite
information with respect to such Material Event that results in such Shelf
Registration Statement or Prospectus, as the case may be, no longer containing
any untrue statement of material fact or omitting to state a material fact required
to be stated therein or necessary to make the statements contained therein (in
the case of the Prospectus, in light of the circumstances under which they were
made) not misleading, (F) of the determination by the Company that a
post-effective amendment to the Shelf Registration Statement (other than for
the purpose of naming a Notice Holder as a selling security holder therein) will
be filed with the Commission, which notice may, at the discretion of the
Company (or as required pursuant to Section 3(b)), state that it
constitutes a Deferral Notice, in which event the provisions of Section 3(b) shall
apply or (G) at any time when a Prospectus is
required (or but for the exemption contained in Rule 172 would be required)
to be delivered under the Securities Act, that the Shelf Registration
Statement, Prospectus, Prospectus amendment, supplement or post-effective
amendment does not conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act and the rules and
regulations of the Commission thereunder;


 


(iv)                              prior
to any public offering of the Registrable Securities pursuant to the Shelf
Registration Statement, use its reasonable efforts to register or qualify, or
cooperate with the Notice Holders included therein and their respective counsel
in connection with the registration or qualification of Securities for offer
and sale under the securities or blue sky laws of such jurisdictions as any
such Notice Holders reasonably request in writing and do any and all other reasonable
acts or things necessary or advisable to enable the offer and sale in such


 


10

















 


jurisdictions of the Securities covered
by the Shelf Registration Statement; prior to any public offering of the
Registrable Securities pursuant to the Shelf Registration Statement, use its reasonable
efforts to keep each such registration or qualification (or exemption
therefrom) effective during the Effective Period in connection with such Notice
Holder’s offer and sale of Registrable Securities pursuant to such registration
or qualification (or exemption therefrom) and use its reasonable efforts to
provide for the disposition in such jurisdictions of such Registrable
Securities in the manner set forth in the Shelf Registration Statement and the
related Prospectus; provided that for
purposes of this Section, the Company will not be required to qualify generally
to do business in any jurisdiction where it is not then so qualified or to take
any action which would subject it to general service of process or to taxation
in any such jurisdiction where it is not then so subject;


 


(v)                                 use
its reasonable efforts to lift any suspension of the qualification of any of
the Registrable Securities for sale in any jurisdiction in which they have been
qualified for sale, in each case at the earliest practicable date;


 


(vi)                              upon
reasonable written notice, and only in connection with a disposition of
Securities under the Shelf Registration Statement, for a reasonable period
prior to the filing of the Shelf Registration Statement, and throughout the
Effective Period (but not during a Deferral Period), (i) make reasonably
available for inspection by a representative of, and Special Counsel acting
for, the Majority Holders and any underwriter (and its counsel) participating
in any disposition of Securities pursuant to such Shelf Registration Statement
(collectively, the “Shelf Inspectors”),
all relevant and material financial and other records and pertinent corporate
documents of the Company and its subsidiaries and (ii) use its reasonable
efforts to have its officers, employees, accountants and counsel make available
all relevant material information reasonably requested by such representative,
Special Counsel or any such underwriter in connection with such Shelf Registration
Statement, in each case as is reasonable and customary for similar “due
diligence” examinations of issuers of similar size and business of the Company;
provided, however,
that such persons shall first agree with the Company that any information that
is reasonably designated by the Company as confidential at the time of delivery
shall be kept confidential by such persons and shall be used solely for the
purposes of exercising rights under this Agreement and satisfying “due
diligence” obligations under the Securities Act and such person shall not
engage in trading any securities of the Company until such material non-public
information becomes properly publicly available, unless (w) disclosure of such
information is required by court or administrative order or is necessary to
respond to inquiries of regulatory authorities, (x) disclosure of such
information is required by law, including any disclosure requirements pursuant
to federal securities laws in connection with the filing of any Shelf Registration
Statement or the use of any Prospectus or prospectus supplement referred to in
this Agreement upon a customary opinion of counsel for such persons delivered
and reasonably satisfactory to the Company, (y) such information becomes


 


11

















 


generally available to the public other
than as a result of a disclosure or failure to safeguard by any such person, or
(z) such information becomes available to any such person or a source other
than the Company and such source is not bound by a confidentiality
agreement;  provided,
further, that with respect to any
Special Counsel engaged by the Majority Holders, the foregoing inspection and
information gathering shall be coordinated by one counsel designated by the
Majority Holders;


 


(vii)                           if
requested by the Majority Holders, their Special Counsel or the managing
underwriters (if any) in connection with an underwritten offering of the
Registrable Securities pursuant to the Shelf Registration Statement, use its reasonable
efforts to cause (i) its counsel to deliver an opinion relating to the
Shelf Registration Statement and the Securities in a customary form, (ii) its
officers to execute and deliver all customary documents and certificates
requested by the Majority Holders, their Special Counsel or the managing
underwriters (if any) and (iii) its registered independent public
accounting firm to provide a comfort letter or letters relating to the Shelf
Registration Statement in a reasonable and customary form, subject to receipt
of appropriate documentation as contemplated, and only if permitted, by
Statement of Auditing Standards No. 72 or any successor statement thereto,
covering matters of the type customarily covered in comfort letters in
connection with secondary underwritten offerings; provided, that
in no event shall the Company be required to furnish such opinions, documents
or comfort letters pursuant to the provisions of this Section in more than
three underwritten offerings.


 


(viii)                        if
reasonably requested in writing by any Initial Purchaser or any Notice Holder as
a result of the “due diligence” examination referred to in Section 3(a)(vi) above,
promptly incorporate in a prospectus supplement or post-effective amendment to the
Shelf Registration Statement such information as such Initial Purchaser or such
Notice Holder shall, on the basis of a written opinion of Special Counsel,
determine to be required to be included therein by applicable law and make any
required filings of such prospectus supplement or such post-effective amendment;
provided, that the Company shall not be
required to take any actions under this Section 3(a)(viii) that are
not, in the reasonable opinion of counsel for the Company, in compliance with
applicable law; provided, further, that the
Company shall have no liability for Additional Interest under this Agreement if
it reasonably objects to making such additional filing and if such additional
filing would otherwise cause the Company to pay Additional Interest.


 


(ix)                              as promptly
as practicable furnish to each Notice Holder and the Initial Purchasers, upon
their request and without charge, at least one (1) conformed copy of the
Shelf Registration Statement and any amendments thereto, including financial
statements but excluding schedules, all documents incorporated or deemed to be
incorporated therein by reference and all exhibits; provided,
however, that the Company shall have no obligation to deliver to
Notice Holders or the Initial Purchasers a copy of any amendment consisting
exclusively


 


12

















 


of an Exchange Act report or other
Exchange Act filing otherwise publicly available on the Company’s website or in
the Commission’s EDGAR database;


 


(x)                                 during
the Effective Period, deliver to each Notice Holder in connection with any sale
of Registrable Securities pursuant to the Shelf Registration Statement, upon
their request and without charge, as many copies of the Prospectus relating to
such Registrable Securities (including each preliminary prospectus) and any
amendment or supplement thereto as such Notice Holder may reasonably request;
and the Company hereby consents (except during such periods that a Deferral
Notice is outstanding and has not been revoked) to the use of such Prospectus
or each amendment or supplement thereto by each Notice Holder in connection
with any offering and sale of the Registrable Securities covered by such
Prospectus or any amendment or supplement thereto in the manner set forth
therein and subject to applicable law; and


 


(xi)                              during
the Effective Period, cooperate with the Notice Holders to facilitate the
timely preparation and delivery of certificates representing Securities to be
sold pursuant to the Shelf Registration Statement free of any restrictive
legends, unless required by applicable law, and in such denominations as
permitted by the Indenture and registered in such names as the Holders thereof
may request in writing at least two (2) Business Days prior to sales of
Securities pursuant to such Shelf Registration Statement; provided,
that nothing herein shall require the Company to deliver certificated
Securities to any beneficial holder of Securities, except as required by the
Indenture.


 


(b)                                 Upon (A) the
issuance by the Commission of a stop order suspending the effectiveness of the
Shelf Registration Statement or the initiation of proceedings with respect to
the Shelf Registration Statement under Section 8(d) or 8(e) of
the Securities Act, (B) the occurrence of any event or the existence of
any Material Event as a result of which the Shelf Registration Statement shall
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, or any Prospectus shall 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, or (C) the occurrence or
existence of any corporate development or business reason that, in the sole discretion
of the Company, makes it appropriate to suspend the availability of the Shelf
Registration Statement and the related Prospectus, including, without
limitation, the acquisition of assets, pending corporate developments, public
filings with Commission and similar events, the Company will (i) in the
case of clause (B) above, subject to the second sentence of this
provision, use its reasonable efforts to prepare and file an amendment to such
Shelf Registration Statement or a supplement to the related Prospectus or any
document incorporated therein by reference or file any other required document
that would be incorporated by reference into such Shelf Registration Statement
and Prospectus so that (1) such Shelf Registration Statement does 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


 


13

















 


misleading, and (2) such
Prospectus does 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, as thereafter delivered or made available to the
purchasers of the Registrable Securities being sold thereunder, and, in the
case of a post-effective amendment to the Shelf Registration Statement, subject
to the second sentence of this provision, use its reasonable efforts to cause
it to be declared effective or otherwise become effective and (ii) give
notice to the Notice Holders that the availability of the Shelf Registration
Statement is suspended (a “Deferral Notice”).
The Company will use its reasonable efforts to ensure that the use of the
Prospectus may be resumed (x) in the case of clause (A) above, as promptly
as reasonably practicable, (y) in the case of clause (B) above, as soon
as, in the sole judgment of the Company, public disclosure of such Material
Event would not be prejudicial to or contrary to the interests of the Company
or, if necessary to avoid unreasonable burden or expense, as soon as
practicable thereafter and (z) in the case of clause (C) above, as soon
as, in the discretion of the Company, such suspension is no longer appropriate;
provided that the period during
which the availability of the Shelf Registration Statement and any Prospectus
is suspended (the “Deferral Period”),
without the Company incurring any obligation to pay Additional Interest
pursuant to Section 2(d), shall not exceed one hundred and twenty (120)
days in the aggregate in any twelve (12) month period.


 


(c)                                  Each
Holder agrees that upon receipt of any Deferral Notice from the Company, such
Holder shall forthwith discontinue (and cause any placement or sales agent or
underwriters acting on their behalf to discontinue) the disposition of
Registrable Securities pursuant to the Shelf Registration Statement until such
Holder (i) shall have received copies of such amended or supplemented
Prospectus (including copies of any additional or supplemental filings that are
incorporated or deemed incorporated by reference in such Prospectus) and, if so
directed by the Company, such Holder shall deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies, then in such
Holder’s possession of the Prospectus covering such Registrable Securities at
the time of receipt of such notice or (ii) shall have received notice from
the Company that the disposition of Registrable Securities pursuant to the
Shelf Registration may continue. Each Holder shall keep confidential any
communication received by it from the Company regarding the reason for the suspension
of the use of the Prospectus, except as required by applicable law.


 


(d)                                 The
Company may require each Holder as to which any registration pursuant to Section 2(a) is
being effected to furnish to the Company such information regarding such Holder
and such Holder’s intended method of distribution of such Registrable
Securities as the Company may from time to time reasonably request in writing,
but only to the extent such information is required to comply with the
Securities Act.


 


(e)                                  The
Company shall comply with all applicable rules and regulations of the
Commission and make generally available to its securityholders earning
statements (which need not be audited) satisfying the provisions of Section 11(a) of
the Securities


 


14

















 


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) commencing on the first day of the
first fiscal quarter of the Company commencing after the effective date of the
Shelf Registration Statement, which statements shall cover said 12-month
periods.


 


(f)                                   The
Company shall provide a CUSIP number for all Registrable Securities covered by
the Shelf Registration Statement not later than the initial effective date of
such Shelf Registration Statement and provide the Trustee and the transfer
agent for the Shares with printed certificates for the Registrable Securities
that are in a form eligible for deposit with The Depository Trust Company.


 


(g)                                  The
Company shall use its reasonable efforts to provide such information as is
required for any filings required to be made with the National Association of
Securities Dealers, Inc.


 


(h)                                 Until
the expiration of the Effective Period, the Company will not, and will not
permit any of its “affiliates” (as defined in Rule 144) to, resell any of
the Securities that have been reacquired by any of them except pursuant to an
effective registration statement under the Securities Act.


 


(i)                                     The
Company shall cause the Indenture to be qualified under the Trust Indenture Act
in a the manner prescribed by the Trust Indenture Act and shall enter into any
necessary supplemental indentures in connection therewith.


 


(j)                                    The
Company shall enter into such customary agreements and take such other reasonable
and lawful actions in connection therewith (including those reasonably requested
by the Majority Holders) in order to expedite or facilitate disposition of such
Registrable Securities.


 


4.                                                              Holders’  Obligations.


 


(a)                                 Each
Holder agrees, by acquisition of the Registrable Securities, that no Holder
shall be entitled to sell any of such Registrable Securities pursuant to the
Shelf Registration Statement or to receive a Prospectus relating thereto,
unless such Holder has furnished the Company with a Notice and Questionnaire as
required pursuant to Section 2(c) hereof (including the information
required to be included in such Notice and Questionnaire) and the information
set forth in the next sentence. Each Notice Holder agrees to notify the Company
as promptly as practicable of any inaccuracy or change in information
previously furnished by such Notice Holder to the Company or of the occurrence
of any event in either case as a result of which any Prospectus relating to
such registration contains or would contain an untrue statement of a material
fact regarding such Notice Holder or such Notice Holder’s intended method of
disposition of such Registrable Securities or omits to state any material fact
regarding such Notice Holder or such Notice Holder’s intended method of
disposition of such Registrable Securities necessary to make the statements
therein, in light of circumstances in which they were


 


15

















 


made, not misleading, and promptly to
furnish to the Company (i) any additional information required to correct
and update any previously furnished information or required so that such
Prospectus shall not contain, with respect to such Notice Holder or the
disposition of such Registrable Securities, an untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in light of the circumstances in which they were made, not misleading and (ii) any
other information regarding such Notice Holder and the distribution of such
Registrable Securities as may be required to be disclosed in the Shelf
Registration Statement under applicable law or pursuant to Commission comments.
Each Holder further agrees not to sell any Registrable Securities pursuant to
the Shelf Registration Statement without delivering, causing to be delivered,
or, if permitted by applicable law, making available, a Prospectus to the
purchaser thereof and, following termination of the Effective Period, to notify
the Company, within ten (10) Business Days of a request by the Company, of
the amount of Registrable Securities sold pursuant to the Shelf Registration
Statement and, in the absence of a response, the Company may assume that all of
the Holder’s Registrable Securities were so sold in compliance with applicable
law and this Agreement.


 


(b)                                 Any
sale of any Registrable Securities by any Holder shall constitute a
representation and warranty by such Holder that the information relating to
such Holder and its plan of distribution is as set forth in the Prospectus
delivered by such Holder in connection with such disposition, that such
Prospectus does not as of the time of such sale contain any untrue statement of
a material fact relating to or provided by such Holder or its plan of
distribution and that such Prospectus does not as of the time of such sale omit
to state any material fact relating to or provided by such Holder or its plan
of distribution necessary to make the statements in such Prospectus, in the
light of the circumstances under which they were made, not misleading. Each
Holder further agrees that such Holder will not make any offer relating to the
Registrable Securities that would constitute an “issuer free writing prospectus”
(as defined in Rule 433) or that would otherwise constitute a “free
writing prospectus” (as defined in Rule 405) required to be filed by the
Company with the Commission or retained by the Company under Rule 433 of
the Securities Act, unless it has obtained the prior written consent of the
Company.


 


(c)                                  The
Holders shall not offer Registrable Securities under the Shelf Registration
Statement in an underwritten offering without the Company’s prior written
consent. Any underwritten offering agreed to by the Company shall be on terms
and conditions agreed to by the Company in connection with such offering. The
Company shall not be required to undertake more than three underwritten
offerings pursuant to this Agreement.


 


5.                                                              Registration Expenses.


 


The Company agrees to bear and to pay or cause to be
paid promptly after request being made therefore all fees and expenses incident
to the Company’s performance of or compliance with this Agreement, including,
but not limited to, (a) all Commission and any FINRA registration and
filing fees and expenses, (b) all fees and
expenses in connection with the qualification of the Securities for offering
and sale under the State securities and Blue Sky laws referred to in Section 3(a)(v) hereof,
including reasonable fees and disbursements of one counsel


 


16

















 


for
the placement agent or underwriters, if any, in connection with such
qualifications, (c) all expenses relating to
the preparation, printing, distribution and reproduction of the Shelf
Registration Statement, the related Prospectus, each amendment or supplement to
each of the foregoing, the certificates representing the Securities and all
other documents relating hereto, (d) fees and
expenses of the Trustee under the Indenture, any escrow agent or custodian, and
of the registrar and transfer agent for the Shares, (e) in
connection with an underwritten offering, fees, disbursements and expenses of
counsel and the registered independent public accounting firm of the Company
(including the expenses of any opinions or “cold comfort” letters required by
or incident to such performance and compliance) and (f) reasonable
fees, disbursements and expenses of one counsel for all Holders retained in
connection with the Shelf Registration Statement not to exceed $30,000, as
selected by the Company (unless reasonably objected to by the Majority Holders,
in which case the Majority Holders shall select such counsel for the Holders) (“Special Counsel”), and fees, expenses and disbursements of
any other Persons, including special experts, retained by the Company in
connection with such registration (collectively, the “Registration
Expenses”). To the extent that any reasonable and proper
Registration Expenses are incurred, assumed or paid by any Holder or any
underwriter or placement agent therefor, the Company shall reimburse such
Person for the full amount of the Registration Expenses so incurred, assumed or
paid promptly after receipt of a documented request therefor. Notwithstanding
the foregoing, the Holders of the Registrable Securities being registered shall
pay all underwriting discounts and commissions and placement agent fees and
commissions attributable to the sale of such Registrable Securities and the
fees and disbursements of any counsel or other advisors or experts retained by
such Holders (severally or jointly), other than the counsel and experts
specifically referred to above.


 


6.                                                              Indemnification.


 


(a)                                 The
Company shall indemnify and hold harmless each Notice Holder (including, without
limitation, the Initial Purchaser), its Affiliates, their respective officers,
directors, employees, representatives and agents, and each Person, if any, who
controls such Notice Holder within the meaning of the Securities Act or the
Exchange Act (collectively referred to for purposes of this Section 6 and Section 7
as an “Indemnified Holder”) from
and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof (including, without limitation, any loss, claim, damage,
liability or action relating to purchases and sales of Securities), to which
that Indemnified Holder may become subject, whether commenced or threatened,
under the Securities Act, the Exchange Act, any other federal or state
statutory law or regulation, at common law or otherwise, insofar as such loss,
claim, damage, liability or action arises out of, or is based upon, (i) any
untrue statement or alleged untrue statement of a material fact contained in
any such Shelf Registration Statement or any Prospectus forming part thereof,
or (ii) the 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 case of any Prospectus, in the light of the circumstances under
which they were made) not misleading, and shall reimburse each Indemnified
Holder promptly upon demand for any legal or other expenses reasonably incurred
by that Indemnified Holder in connection with investigating or defending or
preparing to defend against or appearing as a third party witness in connection
with any such loss, claim, damage, liability or action as such


 


17

















 


expenses are incurred; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage,
liability or action arises out of, or is based upon, an untrue statement or
alleged untrue statement in or omission or alleged omission from any of such
documents in reliance upon and in conformity with any information provided by
such Indemnified Holder in writing to the Company expressly for use therein
including its Notice and Questionnaire. This indemnity agreement shall be in
addition to any liability that the Company may otherwise have.


 


(b)                                 Each
Notice Holder shall indemnify and hold harmless the Company, its Affiliates,
their respective officers, directors, employees, representatives and agents,
and each Person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act (collectively referred to for purposes of
this Section 6(b) and Section 7 as the Company), from and
against any loss, claim, damage or liability, joint or several, or any action
in respect thereof, to which the Company may become subject, whether commenced
or threatened, under the Securities Act, the Exchange Act, any other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon, (i) any
untrue statement or alleged untrue statement of a material fact contained in
any such Shelf Registration Statement or any Prospectus forming part thereof,
or (ii) the 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 case of any Prospectus, in the light of the circumstances under
which they were made) not misleading, but in each case only to the extent that
the untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with any information
furnished to the Company in writing by such Notice Holder expressly for use
therein including its Notice and Questionnaire, and shall reimburse the Company
for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending or preparing to defend against or
appearing as a third party witness in connection with any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however, that no such Notice
Holder shall be liable for any indemnity claims hereunder in excess of the
amount of net proceeds received by such Notice Holder from the sale of
Securities pursuant to such Shelf Registration Statement. This indemnity
agreement will be in addition to any liability which any such Notice Holder may
otherwise have.


 


(c)                                  Promptly
after receipt by an indemnified party under this Section 6 of notice of
any claim or the commencement of any action, the indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party pursuant
to Section 6(a) or 6(b), notify the indemnifying party in writing of
the claim or the commencement of that action; provided,
however, that the failure to notify the indemnifying party shall not
relieve it from any liability that it may have under this Section 6 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 party shall not relieve it from any liability that it may have to
an indemnified party otherwise than under this Section 6. If any such
claim or action shall be brought against an indemnified party, and it shall
notify the indemnifying party thereof, the indemnifying party shall be entitled
to participate therein and, to the


 


18

















 


extent that it wishes, jointly with any
other similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 6 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than the reasonable costs of investigation; provided, however, that an indemnified
party shall have the right to employ its own counsel in any such action, but
the fees, expenses and other charges of such counsel for the indemnified party
will be at the expense of such indemnified party unless (1) the employment
of counsel by the indemnified party has been authorized in writing by the
indemnifying party, (2) the indemnified party has reasonably concluded
(based upon advice of counsel to the indemnified party) that there may be legal
defenses available to it or other indemnified parties that are different from
or in addition to those available to the indemnifying party, (3) a
conflict or potential conflict exists (based upon advice of counsel to the
indemnified party) between the indemnified party and the indemnifying party (in
which case the indemnifying party will not have the right to direct the defense
of such action on behalf of the indemnified party) or (4) the indemnifying
party has not in fact employed counsel reasonably satisfactory to the
indemnified party to assume the defense of such action within a reasonable time
after receiving notice of the commencement of the action, in each of which
cases the reasonable fees, disbursements and other charges of counsel will be
at the expense of the indemnifying party or parties. It is understood that the
indemnifying party or parties shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable
fees, disbursements and other charges of more than one separate firm of
attorneys (in addition to any local counsel) at any one time for all such
indemnified party or parties. Each indemnified party, as a condition of the
indemnity agreements contained in Sections 6(a) and 6(b), shall use its reasonable
efforts to cooperate with the indemnifying party in the defense of any such
action or claim. No indemnifying party shall be liable for any settlement of
any such action effected without its written consent (which consent shall not
be unreasonably withheld), but if settled with its written consent or if there
be a final judgment for the plaintiff in any such action, the indemnifying
party agrees to indemnify and hold harmless any indemnified party from and
against any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have
requested an indemnifying party to reimburse the indemnified party for fees and
expenses or counsel as contemplated by this section, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more
than 45 days after receipt by such indemnifying party of a request in writing
setting forth proposed settlement terms from the indemnified party and (ii) such
indemnifying party shall not have reimbursed the indemnified party in
accordance with the aforesaid request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the indemnified
party (which consent shall not be unreasonably withheld), 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 (i) includes
an unconditional release of such indemnified party


 


19

















 


from all liability on claims that are
the subject matter of such proceeding and (ii) does not include a
statement or admission of fault, culpability or a failure to act, by or on
behalf of the indemnified party.


 


(d)                                 The
provisions of this Section 6 and Section 7 shall remain in full force
and effect, regardless of any investigation made by or on behalf of any Notice
Holder, the Company, or any of the indemnified Persons referred to in this Section 6
and Section 7, and shall survive the sale by a Notice Holder of Securities
covered by the Shelf Registration Statement.


 


7.                                      Contribution.


 


If the indemnification provided for in Section 6
is unavailable or insufficient to hold harmless an indemnified party under Section 6(a) or
6(b), then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in
respect thereof, (i) in such proportion as shall be appropriate to reflect
the relative benefits received by the Company from the offering and sale of the
Debentures, on the one hand, and a Holder with respect to the sale by such
Holder of Securities, on the other, or (ii) if the allocation provided by
clause (i) above 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 the Company on the one hand and such Holder on
the other with respect to the statements or omissions that resulted in such
loss, claim, damage or liability, or action in respect thereof, as well as any
other relevant equitable considerations. The relative benefits received by the
Company on the one hand and a Holder on the other with respect to such offering
and such sale shall be deemed to be in the same proportion as the total net
proceeds from the offering of the Debentures (before deducting expenses)
received by or on behalf of the Company, on the one hand, and the total net
proceeds (before deducting expenses) received by such Holder upon a resale of the
Securities, on the other, bear to the total gross proceeds from the sale of all
Securities pursuant to the Shelf Registration Statement in the offering of the
Securities from which the contribution claim arises. The relative fault 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 the Company or information supplied by the
Company on the one hand or to any information contained in the relevant Notice
and Questionnaire supplied by such Holder on the other, the intent of the
parties and their relative knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The Notice Holders’
respective obligations to contribute pursuant to this Section 7 are
several in proportion to the respective number of Registrable Securities they
have sold pursuant to the Shelf Registration Statement and not joint. The
parties hereto agree that it would not be just and equitable if contributions
pursuant to this Section 7 were to be determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Section 7 shall be
deemed to include, for purposes of this Section 7, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending or preparing to defend any such action or claim. Notwithstanding
the provisions of 


 


20

















 


this
Section 7, an indemnifying party that is a Holder shall not be required to
contribute any amount in excess of the amount by which the total price at which
the Securities sold by such indemnifying party to any purchaser exceeds the
amount of any damages which such indemnifying party has otherwise paid or become
liable to pay by reason of any 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.


 


8.                                                              Information Requirements.


 


The Company covenants that, if at any time before
the end of the Effective Period the Company is not subject to the reporting
requirements of the Exchange Act, it will cooperate with any Holder and take
such further customary action as any Holder may reasonably request in writing
(including, without limitation, making such representations as any such Holder
may reasonably request), all to the extent required from time to time to enable
such Holder to sell Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144
and Rule 144A under the Securities Act and customarily taken in connection
with sales pursuant to such exemptions. Upon the written request of any Holder,
the Company shall deliver to such Holder a written statement as to whether it
has complied with such filing requirements, unless such a statement has been
included in the Company’s most recent report filed pursuant to Section 13
or Section 15(d) of Exchange Act. Notwithstanding the foregoing,
nothing in this Section 8 shall be deemed to require the Company to
register any of its securities under any section of the Exchange Act.


 


9.                                                              Miscellaneous.


 


(a)                                 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, unless the Company has obtained the written
consent of the Majority Holders. 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 whose Securities are being sold
pursuant to the Shelf Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of a
majority in aggregate amount of the Securities being sold by such Holders
pursuant to the Shelf Registration Statement. Notwithstanding the foregoing
sentence, (i) this Agreement may be amended by written agreement signed by
the Company and the Initial Purchasers, without the consent of the Holders, to
cure any ambiguity or to correct or supplement any provision contained herein
that may be defective or inconsistent with any other provision contained
herein, or to make such other provisions in regard to matters or questions
arising under this Agreement that shall not adversely affect the interests of
the Holders. Each Holder at the time of any such amendment, modification,
supplement, waiver or consent or thereafter shall be bound by any such
amendment, modification, supplement, waiver or consent effected pursuant to
this Section 8(a), whether or not any notice, writing or marking
indicating such amendment, modification, supplement, waiver or consent appears
on the Registrable Securities or is delivered to such Holder.


 


21

















 


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


 


(1)                                 If to the Company, initially at the address
set forth in the Purchase Agreement;


 


(2)                                 If to the Representative, initially at the address
set forth in the Purchase Agreement; and


 


(3)                                 If to a Holder, to the address of such Holder
set forth in the security register, the Notice and Questionnaire or other
records of the Company.


 


All such notices and
communications shall be deemed to have been duly given: when delivered by hand,
if personally delivered; one (1) Business Day after being delivered to a
next-day air courier; five (5) Business Days after being deposited in the
mail, if being delivered by first-class mail; and when receipt is acknowledged
by the recipient’s telecopier machine, if sent by telecopier.


 


(c)                                  Successors
and Assigns. This Agreement shall be binding upon the Company and each
of its successors and assigns. Any Person who purchases any Registrable
Securities from any Initial Purchaser shall be deemed, for purposes of this
Agreement, to be an assignee of such Initial Purchaser. This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties and shall inure to the benefit of and be binding upon each
Holder, 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 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 of the terms of this Agreement, and by taking and holding
such Registrable Securities, such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement and such Person shall be entitled to receive the benefits hereof.


 


(d)                                 Counterparts. This
Agreement may be executed in any number of counterparts (which may be delivered
in original form or by telecopier) 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.


 


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


 


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


 


(g)                                  Remedies. In
the event of a breach by the Company or by any Holder of any of their
respective obligations under this Agreement, each Holder or the Company, as the
case may be, in addition to being entitled to exercise all rights granted by
law, including recovery


 


22

















 


of
damages (other than the recovery of damages for a breach by the Company of its
obligations under Section 3 hereof for which Additional Interest has been
paid pursuant to Section 2 hereof), will be entitled to specific
performance of its rights under this Agreement. The Company and each Holder
agree that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of any of the provisions of this Agreement
and hereby further agree that, in the event of any action for specific
performance in respect of such breach, it shall waive the defense that a remedy
at law would be adequate.


 


(h)                                 No
Inconsistent Agreements. The Company represents, warrants and agrees
that (i) it has not entered into and shall not on or after the date of
this Agreement enter into any agreement that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof, (ii) it has not previously entered into any agreement
which remains in effect granting any registration rights with respect to any of
its debt securities to any Person and (iii) without limiting the
generality of the foregoing, without the written consent of the Majority Holders,
it shall not grant to any Person the right to request the Company to register
any securities of the Company under the Securities Act unless the rights so
granted are not in conflict or inconsistent with the provisions of this
Agreement.


 


(i)                                     No
Piggyback on Registrations. Neither the Company nor any of its
security holders (other than the Holders of restricted securities in such
capacity) shall have the right to include any securities of the Company in any
Shelf Registration Statement other than Registrable Securities unless the Shelf
Registration Statement is an Automatic Shelf Registration Statement.


 


(j)                                    Severability. The
remedies provided herein are cumulative and not exclusive of any remedies
provided by law. 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 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 term, provision,
covenant or restriction that may be hereafter declared invalid, illegal, void
or unenforceable.


 


(k)                                 Survival. The respective indemnities,
agreements, representations, warranties and each other provision set forth in
this Agreement or made pursuant hereto shall remain in full force and effect
regardless of any investigation (or statement as to the results thereof) made
by or on behalf of any Holder, any director, officer or partner of such Holder,
any agent or underwriter or any director, officer or partner thereof, or any
controlling Person of any of the foregoing, and shall survive delivery of and
payment for the Registrable Securities pursuant to the Purchase Agreement and
the transfer and registration of Registrable Securities by such Holder.


 


23

















 


(l)                                     Securities
Held by the Company, etc. Whenever the consent or approval of
Holders of a specified percentage of Securities is required hereunder,
Securities held by the Company or its Affiliates (other than subsequent Holders
if such subsequent Holders are deemed to be Affiliates solely by reason of
their holdings of such Securities) shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage.


 


(m)                             Termination.
This Agreement
and the obligations of the parties hereunder shall terminate upon the end of
the Effective Period, except for any liabilities or obligations under Sections
3(e), 3(h), 4, 5, 6 and 7 hereof and the obligations to make payments of and
provide for Additional Interest under Section 2(d) hereof to the
extent such damages accrue prior to the end of the Effective Period, each of
which shall remain in effect in accordance with its terms.


 


24

















 


If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us a counterpart hereof, whereupon this
instrument will become a binding agreement between the Company and the Initial
Purchasers in accordance with its terms.


 


 




	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  THE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MICROCHIP TECHNOLOGY INCORPORATED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steve Sanghi

  	
   

  
	
   

  	
  Name:

  	
  Steve Sanghi

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
					






 

















 


Accepted: December 7,
2007


 


By:
J.P. MORGAN SECURITIES INC.


 


For itself and on
behalf of the

several Initial Purchasers listed


in Schedule 1
to the Purchase Agreement.


 


 


	
  By:

  	
  /s/ Jason Wood

  	
   

  
	
  Name:

  
	
  Title: