Exhibit 10.2




EXECUTION VERSION







REGISTRATION RIGHTS AGREEMENT


Dated as of August 7, 2006,


by and among


U.S. Shipping Partners L.P. and U.S. Shipping Finance Corp.


as the Issuers


each of the Guarantors party hereto


and


Lehman Brothers Inc. and CIBC World Markets Corp.


as the Initial Purchasers










                    This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 7, 2006, by and among U.S. Shipping Partners L.P., a Delaware limited partnership (together with any successor entity, herein referred to as the “Company”), U.S. Shipping Finance Corp., a Delaware corporation (“Finance Corp.”, and together with the Company, (the “Issuers”), each entity listed on Schedule I hereto (each a “Guarantor”, and collectively, the “Guarantors”), Lehman Brothers Inc. and CIBC World Markets Corp. (each an “Initial Purchaser”, and collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ $100,000,000 aggregate
principal amount of 13% Senior Secured Notes due 2014 (the “Notes”) pursuant to the Purchase Agreement (as defined below).


                    This Agreement is made pursuant to the Purchase Agreement, dated August 7, 2006, (the “Purchase Agreement”), by and among the Issuers, the Guarantors and the Initial Purchasers.  In order to induce the Initial Purchasers to purchase the Notes, the Issuers and the Guarantors have agreed to provide the registration rights set forth in this Agreement.  The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 8(m) of the Purchase Agreement.  Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Indenture, dated the date hereof (the “Indenture”) among the Issuers, the Guarantors and Wells Fargo Bank, N.A., as Trustee, relating to the Notes and the Exchange Notes (as
defined below).


                    The parties hereby agree as follows:


SECTION 1.  DEFINITIONS


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


                    Act:  The Securities Act of 1933, as amended.


                    Affiliate:  As defined in Rule 144 of the Act.


                    Applicable Period:  As defined in Section 3(c) hereof.


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


                    Business Day:  A day other than a Saturday or Sunday or any day on which banking institutions in The City of New York are authorized or obligated by law to close.


                    Certificated Securities:  Definitive Notes, as defined in the Indenture.


                    Closing Date:  The date of this Agreement.


                    Commission:  The U.S. Securities and Exchange Commission.


                    Consummate: An Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the 


2










Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof and (c) the delivery by the Issuers to the registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Notes tendered by Holders thereof pursuant to the Exchange Offer.


                    Consummation Deadline:  As defined in Section 3(b)(ii) hereof.


                    Exchange Act:  The U.S. Securities Exchange Act of 1934, as amended.


                    Exchange Notes:  $100,000,000 aggregate principal amount of the Issuers’ 13% Senior Secured Notes due 2014, registered under the Act, to be issued pursuant to the Indenture:  (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof.


                    Exchange Offer:  The exchange and issuance by the Issuers of a principal amount of Exchange Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to the outstanding principal amount of Notes that are tendered by such Holders in connection with such exchange and issuance.


                    Exchange Offer Effectiveness Deadline:  As defined in Section 3(a)(ii) hereof.


                    Exchange Offer Filing Deadline:  As defined in Section 3(a)(i) hereof.


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


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


                    Holders:  As defined in Section 2 hereof.


                    Interest Payment Date:  As defined in the Notes and the Exchange Notes.


                    Note:  As defined in the preamble hereof.


                    Person:  As defined in the Indenture.


                    Prospectus:  The prospectus included in a Registration Statement at the time such Registration Statement is declared effective, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.


                    Recommencement Date:  As defined in Section 6(e) hereof.


                    Registration Default:  As defined in Section 5 hereof.


                    Registration Statement:  Any registration statement of the Issuers and the Guarantors relating to (a) an offering of Exchange Notes and related Subsidiary Guarantees 


3










pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case (i) that is filed pursuant to the provisions of this Agreement and (ii) including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.


                    Regulation S:  Regulation S promulgated under the Act.


                    Rule 144:  Rule 144 promulgated under the Act.


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


                    Shelf Registration Effectiveness Deadline:  As defined in Section 4(a)(x) hereof.


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


                    Subsidiary Guarantees:  The guarantees of the Notes and the Exchange Notes of the Guarantors under the Indenture, as amended from time to time.


                    Suspension Notice:  As defined in Section 6(e) hereof.


                    TIA:  The U.S. Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder, as in effect on the date the Indenture is qualified under the TIA.


                    Transfer Restricted Securities:  (i) Each Note and the related Subsidiary Guarantees, until the earliest to occur of (a) the date on which such Note has been exchanged by a Person other than a Broker-Dealer for an Exchange Note in the Exchange Offer and is entitled to be resold to the public by such Person without complying with the prospectus delivery requirements of the Act, (b) the date on which such Note has been effectively registered under the Act and sold or otherwise disposed of in accordance with a Shelf Registration Statement, (c) the date on which such Note is eligible to be distributed to the public pursuant to Rule 144(k) under the Act or otherwise may be resold without restriction under federal securities laws, or (d) the date on which such Note ceases to be outstanding, and (ii) each Exchange Note and the related
Subsidiary Guarantees acquired by a Broker-Dealer in the Exchange Offer of a Note for an Exchange Note, until the date on which such Exchange Note is sold to a purchaser who received from such Broker-Dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement.


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


SECTION 2.  HOLDERS


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


4










SECTION 3.  REGISTERED EXCHANGE OFFER


                    (a)          Unless the Exchange Offer shall not be permitted by applicable federal law (after the procedures set forth in Section 6(a)(i) hereof have been complied with), the Issuers shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission on or prior to 180 days after (or if the 180th day is not a business day, the first day thereafter) the Closing Date (such 180th day being the “Exchange Offer Filing Deadline”), (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act within 360 days after the Closing Date (the “Exchange Offer Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all
pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) as soon as practicable upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer.  The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Notes that such Broker-Dealer acquired for its own account
as a result of market making activities or other trading activities (other than Notes acquired directly from the Issuers or any of their Affiliates) as contemplated by Section 3(c) hereof.


                    (b)          The Issuers and the Guarantors shall use their respective reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders. The Issuers and the Guarantors shall use their respective reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 40 days (or



if the
40th day is not a business day, the first day thereafter) after the Exchange Offer Registration Statement has been declared effective (the “Consummation Deadline”) and to issue Exchange Notes in exchange for all Notes tendered prior thereto. The Issuers and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws.  No securities other than the Exchange Notes and the related Subsidiary Guarantees shall be included in the Exchange Offer Registration Statement.


                    (c)          The Issuers and the Guarantors shall include a “Plan of Distribution” section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Notes acquired directly from the Issuers or any Affiliate of the Issuers), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer.  Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, 


5










but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. 


                    Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Issuers and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement.  To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Issuers and the Guarantors agree to use their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current
as required by and subject to the provisions of Section 6(a) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period beginning on the date on which the Exchange Offer is Consummated and ending on the date that is 180 days following the date that the Exchange Offer became effective (the “Applicable Period”), or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto.  The Issuers shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, at any time during the Applicable Period (or such shorter period as provided in the foregoing sentence) in order to facilitate resales.


                    (d)          The Issuers and Guarantors shall be entitled to close the Exchange Offer 20 Business Days after it commences, provided that they have accepted all Notes theretofore validly tendered in accordance with the terms of the Exchange Offer.


SECTION 4.  SHELF REGISTRATION


                    (a)          Shelf Registration.  If (i) due to any change in law or applicable interpretation thereof by the Commission’s staff, the Issuers and the Guarantors are not permitted to effect the Exchange Offer; (ii) an Initial Purchaser notifies the Issuers following the consummation of the Exchange Offer that any Note held by such Initial Purchaser is not eligible to be exchanged for Exchange Notes; (iii) any Holder of Transfer Restricted Securities notifies the Issuers on or prior to the 60th Business Day following the Consummation of the Exchange Offer that (A) such Holder was prohibited by applicable law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public
without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Issuers or any of their Affiliates, then the Issuers and the Guarantors shall:

	
  
 
  	
  
(x)          file   a shelf registration statement pursuant to Rule 415 under the Act with the   Commission covering resales of the Notes or the Exchange Notes, as the case 
  



6









	
  
 
  	
  
may be   (which may be an amendment to the Exchange Offer Registration Statement   (together with any amendments thereto, and including any documents   incorporated by reference therein, the “Shelf Registration Statement”)) relating to   all Transfer Related Securities, on or prior to the 90th day  (or   if the 90th day is not a business day, the first day thereafter)after the date on which the obligation   to file a shelf registration statement arises (the “Shelf Registration Filing Deadline”);
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(y)          use   their reasonable best efforts to cause the Shelf Registration Statement to be   declared effective under the Securities Act on or prior to the 210th day  (or   if the 210th day is not a business day, the first day thereafter)   after the date on which the obligation to file a Shelf Registration Statement   arises (the “Shelf   Registration Effectiveness Deadline”); and
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(z)          to   the extent necessary to ensure that the Shelf Registration Statement is   available for sales of Transfer Restricted Securities by the Holders thereof   entitled to the benefit of this Section 4(a) and the other securities   required to be registered therein pursuant to Section 6(b)(ii) hereof, the   Issuers and the Guarantors shall use their respective reasonable best efforts   to keep any Shelf Registration Statement required by this Section 4(a)   continuously effective, supplemented, amended and current as required by and   subject to the provisions of Sections 6(b) and (c) hereof and in conformity   with the requirements of this Agreement, the Act and the policies, rules and   regulations of the Commission as announced from time to time, until the until   the earliest of (A) the time when the notes covered by the Shelf   Registration Statement can be sold pursuant to Rule 144
without any   limitations under clause (c), (e), (f) and (h) of   Rule 144, (B) two years from the Closing Date and (C) the date   on which all Transfer Restricted Securities covered by such Shelf   Registration Statement have been sold pursuant thereto.
  



                    (b)          Provision by Holders of Certain Information in Connection with the Shelf Registration Statement.  No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Issuers in writing, within a reasonable time after receipt of a request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. In addition, the Issuers may exclude from such Shelf Registration Statement the Transfer Restricted Securities of any Holder that fails to furnish such information regarding th



e Holder
and the distribution of such Transfer Restricted Securities as the Issuers may from time to time reasonably require for inclusion in such Shelf Registration Statement, including requiring such Holder to properly complete and execute any selling security holder notice and questionnaires, and any amendments or supplements thereto, as the Issuers may reasonably deem necessary or appropriate. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 5 hereof unless and until such Holder shall have provided all such information.  By its acceptance of Transfer Restricted Securities, each Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Issuers by such Holder not materially 


7










misleading and to be bound by all of the provisions of this Agreement applicable to such Holder, including the indemnity contemplated in Section 8(b) hereof.


SECTION 5.  LIQUIDATED DAMAGES


If (i) the Issuers and the Guarantors fail to file the Exchange Offer Registration Statement with the Commission on or prior to the Exchange Offer Filing Deadline, (ii) the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the Exchange Offer Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, (iv) any Shelf Registration Statement required to be filed pursuant to Section 4(a) hereof is not filed with the Commission on or prior to the Shelf Registration Filing Deadline, (v) any Shelf Registration Statement required to be filed pursuant to Section 4(a) hereof has not been declared effective on or prior to the Shelf Registration Effectiveness Deadline, or (vi) any registration statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the period required
by this Agreement without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within ten Business Days of filing such post-effective amendment (each such event referred to in clauses (i) through (vi) a “Registration Default”), then the Issuers and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby liquidated damages, from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured, in an amount equal to 0.25% per annum per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of such Registration Default.  The amount of the liquidated damages shall increase by an additional 0.25% per annum per $1,000 in
principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until the Registration Default has been cured, up to a maximum amount of liquidated damages of 1.00% per annum per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay liquidated damages for more than one Registration Default at any given time.  Notwithstanding anything to the contrary set forth herein, upon filing of the Exchange Offer Registration Statement and/or, if applicable, the Shelf Registration Statement, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such Registration Default shall cease.


                    All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture, the Notes and the Exchange Notes.  Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.


SECTION 6.  REGISTRATION PROCEDURES


                    (a)          Exchange Offer Registration Statement.  In connection with the Exchange Offer, the Issuers and the Guarantors shall (i) comply with all applicable provisions of Section 


8










6(c) hereof, (ii) use their respective reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes by any Broker-Dealer that tendered Notes in the Exchange Offer that such Broker-Dealer acquired for its own account as a result of its market making activities or other trading activities (other than Notes acquired directly from the Issuers or any of their Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (iii) comply with all of the following provisions:

	
  
 
  	
  
          (i)          If,   following the Closing Date there has been announced a change in Commission   policy with respect to exchange offers such as the Exchange Offer, that in   the reasonable opinion of counsel to the Issuers raises a question as to   whether the Exchange Offer is permitted by applicable federal law, the   Issuers and the Guarantors hereby agree to seek a no-action letter or other   favorable decision from the Commission allowing the Issuers and the   Guarantors to Consummate an Exchange Offer for such Transfer Restricted   Securities.  The Issuers and the   Guarantors hereby agree to pursue the issuance of such a decision to the   Commission staff level.  In connection   with the foregoing, the Issuers and the Guarantors hereby agree to take all   such other actions as may be reasonably requested by the Commission or   otherwise
required in connection with the issuance of such decision,   including without limitation (A) participating in telephonic conferences with   the Commission staff, (B) delivering to the Commission staff an analysis   prepared by counsel to the Issuers setting forth the legal basis, if any,   upon which such counsel has concluded that such an Exchange Offer should be   permitted and (C) diligently pursuing a resolution (which need not be   favorable) by the Commission staff.
  
	
   
  	
  
 
  
	
  
 
  	
  
          (ii)         As   a condition to its participation in the Exchange Offer, each Holder of   Transfer Restricted Securities (including, without limitation, any Holder who   is a Broker Dealer) shall furnish, upon the request of the Issuers, prior to   the Consummation of the Exchange Offer, a written representation to the   Issuers and the Guarantors (which may be contained in the letter of   transmittal contemplated by the Exchange Offer Registration Statement) to the   effect that (A) it is not an Affiliate of the Issuers, (B) it is not engaged   in, and does not intend to engage in, and has no arrangement or understanding   with any Person to participate in, a distribution of the Exchange Notes to be   issued in the Exchange Offer, (C) it is acquiring the Exchange Notes in its   ordinary course of business and (D) if such Holder is a Broker-Dealer, that   it
will receive Exchange Notes for its own account in exchange for Notes that   were acquired as a result of market-making activities or other trading   activities and that it will deliver a Prospectus in connection with any   resale of such Exchange Notes.  Each   Holder shall be required to make such other representations as may be   reasonably necessary under applicable Commission rules, regulations or   interpretations to render the use of Form S-4 or another appropriate form   under the Act available and will be required to agree to comply with their   agreements and covenants set forth in this Agreement.  Each Holder using the Exchange Offer to   participate in a distribution of the Exchange Notes will be required to   acknowledge and agree that, if the resales are of Exchange Notes obtained by   such Holder in exchange for Notes acquired directly from the Issuers or an   Affiliate thereof, it (1) could not, under Commission policy as in effect on   the date of this Agreement, rely on the
position of the Commission enunciated   in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon   Capital Holdings Corporation (available May 13, 1988), as interpreted in   the 
  



9









	
  
 
  	
  
Commission’s   letter to Shearman & Sterling dated July 2, 1993, and similar   no-action letters (including, if applicable, any no-action letter obtained   pursuant to clause (i) above), and (2) must comply with the registration and   prospectus delivery requirements of the Act in connection with a secondary   resale transaction and that such a secondary resale transaction must be   covered by an effective Registration Statement containing the selling   security holder information required by Item 507 or 508, as applicable, of   Regulation S-K.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (iii)        Prior   to effectiveness of the Exchange Offer Registration Statement, the Issuers   and the Guarantors shall provide a supplemental letter to the Commission, if   necessary, (A) stating that the Issuers and the Guarantors are registering   the Exchange Offer in reliance on the position of the Commission enunciated   in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan   Stanley and Co., Inc. (available June 5, 1991) as interpreted in the   Commission’s letter to Shearman & Sterling dated July 2, 1993,   and, if applicable, any no-action letter obtained pursuant to clause (i)   above, (B) including a representation that none of the Issuers or any   Guarantor has entered into any arrangement or understanding with any Person   to distribute the Exchange Notes to be received in the Exchange Offer and   that,
to the best of each Issuer’s and each Guarantor’s information and   belief, each Holder participating in the Exchange Offer is acquiring the   Exchange Notes in its ordinary course of business and has no arrangement or   understanding with any Person to participate in the distribution of the   Exchange Notes received in the Exchange Offer and (C) any other undertaking   or representation required by the Commission as set forth in any no-action   letter pursuant to clause (A) above, if applicable.
  



                    (b)          Shelf Registration Statement.  In connection with the Shelf Registration Statement, the Issuers and the Guarantors shall:

	
  
 
  	
  
          (i)          comply   with all the provisions of Sections 6(c) and 6(d) hereof and use their   respective reasonable best efforts to effect such registration to permit the   sale of the Transfer Restricted Securities being sold in accordance with the   intended method or methods of distribution thereof (as indicated in the   information furnished to the Issuers pursuant to Section 4(b) hereof), and   pursuant thereto the Issuers and the Guarantors will prepare and file with   the Commission a Registration Statement relating to the registration on any   appropriate form under the Act, which form shall be available for the sale of   the Transfer Restricted Securities in accordance with the intended method or   methods of distribution thereof within the time periods and otherwise in   accordance with the provisions hereof; and
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (ii)          issue,   upon the request of any Holder or purchaser of Notes covered by any Shelf   Registration Statement contemplated by this Agreement, Exchange Notes having   an aggregate principal amount equal to the aggregate principal amount of   Notes sold pursuant to the Shelf Registration Statement and surrendered to   the Issuers for cancellation; the Issuers and the Guarantors shall register   Exchange Notes and the related Subsidiary Guarantees on the Shelf   Registration Statement for this purpose and issue the Exchange Notes to the   purchaser(s) of securities subject to the Shelf Registration Statement in the   names as such purchaser(s) shall designate.
  



10










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

	
  
 
  	
  
          (i)          use   their respective reasonable best efforts to keep such Registration Statement   continuously effective and provide all requisite financial statements for the   period specified in Section 3 or 4 hereof, as applicable.  Upon the occurrence of any event that   would cause any such Registration Statement or the Prospectus contained   therein (A) to contain an untrue statement of material fact or omit to state   any material fact necessary to make the statements therein not misleading or   (B) not to be effective and usable for resale of Transfer Restricted   Securities during the period required by this Agreement, the Issuers and the   Guarantors shall file promptly an appropriate amendment to such Registration   Statement curing such defect, and, if Commission review is required, use   their respective reasonable best efforts to cause
such amendment to be   declared effective as soon as practicable; if at any time the Commission   shall issue any stop order suspending the effectiveness of any Registration   Statement, or any state securities commission or other regulatory authority   shall issue an order suspending the qualification or exemption from   qualification of the Transfer Restricted Securities under state securities or   Blue Sky laws, the Issuers and the Guarantors shall use their respective   reasonable best efforts to obtain the withdrawal or lifting of such order at   the earliest possible time;
  
	
   
  	
  
 
  
	
  
 
  	
  
          (ii)         use   their respective reasonable best efforts to (A) prepare and file with the   Commission such amendments and post-effective amendments to the applicable   Registration Statement as may be necessary to keep such Registration   Statement effective for the applicable period set forth in Section 3 or 4   hereof, as the case may be; (B) cause the Prospectus to be supplemented by   any required Prospectus supplement, and as so supplemented to be filed   pursuant to Rule 424 under the Act, and (C) to comply fully with Rules 424,   430A and 462, as applicable, under the Act in a timely manner; and comply   with the provisions of the Act with respect to the disposition of all   securities covered by such Registration Statement during the applicable   period in accordance with the intended method or methods of distribution by   the sellers thereof set
forth in such Registration Statement or supplement to   the Prospectus;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (iii)        in   connection with any sale of Transfer Restricted Securities that will result   in such securities no longer being Transfer Restricted Securities, cooperate   with the Holders to facilitate the timely preparation and delivery of   certificates representing Transfer Restricted Securities to be sold and not   bearing any restrictive legends; and to register such Transfer Restricted   Securities in such denominations and such names as the selling Holders may   request at least one Business Day prior to such sale of Transfer Restricted   Securities;
  
	
   
  	
  
 
  
	
  
 
  	
  
          (iv)         use   their respective reasonable best efforts to cause the disposition of the   Transfer Restricted Securities covered by the Registration Statement to be   registered with or approved by such federal or state securities agencies or   authorities as may be necessary 
  




11









	
  
 
  	
  
to enable   the seller or sellers thereof to consummate the disposition of such Transfer   Restricted Securities; provided,   however, that none of the   Issuers or any Guarantor shall be required to register or qualify as a   foreign corporation where it is not now so qualified or to take any action   that would subject it to general service of process in suits or to taxation,   other than as to matters and transactions relating to the Registration   Statement,  in any jurisdiction where   it is not now so subject;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (v)          provide   CUSIP numbers for all Transfer Restricted Securities or Exchange Notes, as   the case may be, not later than the effective date of such Registration Statement   covering such Transfer Restricted Securities or Exchange Notes, as the case   may be, and provide the Trustee under the Indenture with certificates for the   Transfer Restricted Securities or Exchange Notes, as the case may be, which   are in a form eligible for deposit with The Depository Trust Company;
  
	
   
  	
  
 
  
	
  
 
  	
  
          (vi)         otherwise   use their respective reasonable best efforts to comply with all applicable   rules and regulations of the Commission, and make generally available to its   Holders with regard to any applicable Registration Statement, as soon as   practicable, a consolidated earnings statement meeting the requirements of   Rule 158 (which need not be audited) covering a twelve-month period beginning   after the effective date of the Registration Statement (as such term is   defined in paragraph (c) of Rule 158 under the Act) no later than 45 days   after the end of the twelve-month period (or 90 days after the end of the   twelve month period if such period is a fiscal year); and
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (vii)        cause   the Indenture to be qualified under the TIA not later than the effective date   of the first Registration Statement required by this Agreement and, in   connection therewith, cooperate with the Trustee and the Holders to effect   such changes to the Indenture as may be required for such Indenture to be so   qualified in accordance with the terms of the TIA; and execute and use their   respective reasonable best efforts to cause the Trustee thereunder to   execute, all documents that 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.
  




                    (d)          Additional Provisions Applicable to Shelf Registration Statements and Certain Exchange Offer Prospectuses.  In connection with (1) each Shelf Registration Statement, and (2) each Exchange Offer Registration Statement, if and to the extent that an Initial Purchaser has notified the Issuers in accordance with Section 3(a) that it is a Holder of Exchange Notes that are Transfer Restricted Securities (for so long as such Exchange Notes are Transfer Restricted Securities or for the period provided in Section 3 hereof, whichever is shorter), the Issuers and the Guarantors shall:  


	
  
 
  	
  
          (i)          advise   each Holder promptly (but in any event within five Business Days) and, if   requested by such Holder, confirm such advice in writing, (A) when the   Prospectus or any Prospectus supplement or post-effective amendment has been   filed, and, with respect to any applicable Registration Statement or any post-effective   amendment thereto, when the same has become effective, (B) of any request by   the Commission for amendments to the Registration Statement or amendments or   supplements to the Prospectus or for additional information relating thereto,   (C) of the 
  




12









	
  
 
  	
  
issuance by   the Commission of any stop order suspending the effectiveness of the   Registration Statement under the Act or of the suspension by any state   securities commission of the qualification of the Transfer Restricted   Securities for offering or sale in any jurisdiction, or the initiation of any   proceeding for any of the preceding purposes, or (D) of the existence of any   fact or the happening of any event that makes any statement of a material   fact made in the Registration Statement, the Prospectus, any amendment or   supplement thereto or any document incorporated by reference therein untrue,   or that requires the making of any additions to or changes in the   Registration Statement in order to make the statements therein not misleading,   or that requires the making of any additions to or changes in the Prospectus   in order to make the statements therein, in the light of the circumstances   under which it was made, not misleading; and if at
any time the Commission   shall issue any stop order suspending the effectiveness of the Registration   Statement, or any state securities commission or other regulatory authority   shall issue an order suspending the qualification or exemption from   qualification of the Transfer Restricted Securities under state securities or   Blue Sky laws, the Issuers and the Guarantors shall use their reasonable best   efforts to obtain the withdrawal or lifting of such order at the earliest   possible time and will provide to the Initial Purchasers and each Holder who   is named in the Registration Statement prompt notice of the withdrawal of any   such order;
  
	
   
  	
  
 
  
	
  
 
  	
  
          (ii)         if   any fact or event contemplated by Section 6(d)(i)(D) above shall exist or   have occurred, use their reasonable best efforts to prepare a supplement or   post-effective amendment to the Registration Statement or related Prospectus   or any document incorporated therein by reference or file any other required   document so that, as thereafter delivered to the purchasers of Transfer   Restricted Securities, the Prospectus will not contain an untrue statement of   a material fact or omit to state any material fact necessary to make the   statements therein, in the light of the circumstances under which they were   made, not misleading;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (iii)        furnish   to each Holder in connection with such exchange or sale, if any (or, in   connection with any Exchange Offer Registration Statement, furnish to counsel   for the Initial Purchasers), before filing with the Commission, copies of any   Registration Statement or any Prospectus included therein (except the   Prospectus included in the Exchange Offer Registration Statement at the time   it was declared effective) or any amendments or supplements to any such   Registration Statement or Prospectus (but excluding all documents   incorporated by reference after the initial filing of such Registration   Statement as a result of the Company’s periodic reporting requirements under   the Exchange Act), which documents will be subject to the review and comment   of such Holders (and counsel, as the case may be) in connection with such   sale, if any,
for a period of at least five Business Days, and the Issuers   will not file any such Registration Statement or Prospectus or any amendment   or supplement to any such Registration Statement or Prospectus (excluding all   such documents incorporated by reference as a result of the Company’s   periodic reporting requirements under the Exchange Act) to which such Holders   (or counsel, as the case may be) shall reasonably object within five Business   Days after the receipt thereof; a Holder shall be deemed to have reasonably   objected to such filing if such Registration Statement, amendment, Prospectus   or supplement, as applicable, as proposed to be filed, contains an untrue   statement of a 
  



13









	
  
 
  	
  
material   fact or omits to state any material fact necessary to make the statements   therein not misleading or fails to comply with the applicable requirements of   the Act;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (iv)         promptly   after the filing of any document that is to be incorporated by reference into   a Registration Statement or Prospectus, make available (including by means of   filing on the Commission’s EDGAR system) copies of such document to each   Holder (or in connection with any Exchange Offer Registration Statement, make   available to counsel for the Initial Purchasers) in connection with such   exchange or sale, if any, make the Issuers’ and the Guarantors’   representatives available for discussion of such document and other customary   due diligence matters;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (v)          furnish   or make available, at reasonable times, for inspection by each Holder in   connection with any Shelf Registration Statement or Exchange Offer   Registration Statement and any attorney or accountant retained by such   Holders in connection with such Registration Statement, all financial and   other records, pertinent corporate documents of the Issuers and the   Guarantors and cause the Issuers’ and the Guarantors’ officers, directors and   employees to supply all information reasonably requested by any such Holder,   attorney or accountant in connection with such Registration Statement or any   post-effective amendment thereto subsequent to the filing thereof and prior   to its effectiveness; provided,   however, that the foregoing inspection and information gathering (A) shall be   coordinated on behalf of the
selling Holders, underwriters or any   representative thereof by one counsel, who shall be Milbank, Tweed, Hadley   & McCloy LLP or such other counsel as may be chosen by the Holders of a   majority in principal amount of Transfer Restricted Securities, and (B) shall   not be available to any such Holder who does not agree to hold such   information in confidence and not to trade in securities of the Issuers in   violation of federal and state securities laws;
  
	
   
  	
  
 
  
	
  
 
  	
  
          (vi)         if   requested by any Holders (or, in connection with any Exchange Offer   Registration Statement, the Initial Purchasers and their counsel) in connection   with such exchange or sale, and use their respective reasonable best efforts   to promptly include in any Registration Statement or Prospectus, pursuant to   a supplement or post-effective amendment if necessary, such information as   such Holders may reasonably request to have included therein, including,   without limitation, information relating to the “Plan of Distribution” of the   Transfer Restricted Securities; and make all required filings of such   Prospectus supplement or post-effective amendment as soon as practicable   after the Issuers are notified of the matters to be included in such Prospectus   supplement or post-effective amendment;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (vii)        make   available to each Holder (or, in connection with any Exchange Offer   Registration Statement, counsel for the Initial Purchasers) in connection   with such exchange or sale without charge, at least one copy of the   Registration Statement, as first filed with the Commission, and of each   amendment thereto, including, if requested, all documents incorporated by   reference therein and all exhibits (including exhibits incorporated therein by   reference);
  
	
  
 
  	
  
 
  
	
   
  	
  
          (viii)        deliver   to each Holder (or, in connection with any Exchange Offer Registration   Statement, the Initial Purchasers and their counsel) without charge, as many 
  




14









	
  
 
  	
  
copies of   the Prospectus (including each preliminary prospectus) and any amendment or   supplement thereto as such Holder (or, in connection with any Exchange Offer   Registration Statement, the Initial Purchasers and their counsel) reasonably   may request; the Issuers and the Guarantors hereby consent to the use (in   accordance with law) of the Prospectus and any amendment or supplement   thereto by each selling Holder in connection with the offering and the sale   of the Transfer Restricted Securities covered by the Prospectus or any   amendment or supplement thereto;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
          (ix)         upon   the request of any Holder in connection with a Shelf Registration Statement,   enter into such customary agreements (including, an underwriting agreement in   customary form) and make such representations and warranties and take all   such other actions in connection therewith in order to expedite or facilitate   the disposition of the Transfer Restricted Securities as may be reasonably   requested by any Holder in connection with any sale or resale pursuant to a   Shelf Registration Statement.  In such   connection, the Issuers and the Guarantors shall:
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
            (A)          upon   request of any Holder in connection with an Underwritten Registration under   any Registration Statement, furnish (or in the case of clauses (2) and (3)   below, use their respective reasonable best efforts to cause to be furnished)   to each Holder,:  
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
                 (1)          a   certificate, dated such date, signed on behalf of  each Issuer and each Guarantor by (x) the President or any Vice   President and (y) a principal financial or accounting officer of the Company,   Finance Corp. and such Guarantor, confirming, as of the date thereof, the   matters set forth in Section 8(h) of the Purchase Agreement and such other   similar matters as such Holders may reasonably request;
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
                 (2)          in   connection with any Underwritten Registration or Underwritten Offering, a   customary opinion, dated the date of the closing of the Underwritten   Offering, of counsel for the Issuers and the Guarantors covering matters   similar to those set forth in Sections 8(c) and (d) of the Purchase Agreement   and such other matters as such Holder may reasonably request, and in any   event including a statement to the effect that such counsel has participated   in conferences with officers and other representatives of the Issuers and the   Guarantors, representatives of the independent public accountants for the   Issuers and the Guarantors and has considered the matters required to be stated   therein and the statements contained therein, although such counsel has not   independently
verified the accuracy, completeness or fairness of such   statements; and that such counsel advises that, on the basis of the foregoing   (and relying as to materiality to a large extent on representatives of the   Issuers), no facts came to such counsel’s attention that caused such counsel   to believe that the Registration Statement, any preliminary prospectus,   Prospectus (or any amendment or supplement thereto) provided to any Holder or   any prospective purchaser of Exchange Notes or registered Notes contained an   untrue statement of a material fact or omitted to state a material fact 
  




15










	
  
 
  	
  
 
  	
  
 
  	
  
required to be stated therein or necessary to make the statements   therein not misleading, or that the Prospectus contained in such Registration   Statement as of its date contained an untrue statement of a material fact or   omitted to state a material fact necessary in order to make the statements   therein, in the light of the circumstances under which they were made, not   misleading.  Without limiting the   foregoing, such counsel may state further that such counsel assumes no   responsibility for, and has not independently verified, the accuracy,   completeness or fairness of the financial statements, notes and schedules and   other financial and operating data included in any Registration Statement   contemplated by this Agreement or the related Prospectus; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
                 (3)          in   connection with any Underwritten Registration or Underwritten Offering, a   customary comfort letter(s), dated the date of the closing of the   Underwritten Offering, as the case may be, from the Issuers’ independent   accountants, in the customary form and covering matters of the type   customarily covered in comfort letters to underwriters in connection with   underwritten offerings, and affirming the matters set forth in the comfort   letters delivered pursuant to Section 8(f) and (g) of the Purchase Agreement;   and
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
            (B)          deliver   such other documents and certificates as may be reasonably requested by the   selling Holders to evidence compliance with the matters covered in clause (A)   above and with any customary conditions contained in any agreement entered   into by the Issuers and the Guarantors pursuant to this clause (ix);
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
          (x)          prior   to any public offering of Transfer Restricted Securities, cooperate with the   selling Holders and their counsel in connection with the registration and   qualification of the Transfer Restricted Securities under the securities or   Blue Sky laws of such jurisdictions as the selling Holders may request and do   any and all other acts or things necessary or advisable to enable the   disposition in such jurisdictions of the Transfer Restricted Securities   covered by the applicable Registration Statement; provided, however,   that neither of the Issuers nor any Guarantor shall be required to register   or qualify as a foreign corporation where it is not now so qualified or to   take any action that would subject it to general service of process in suits   or to taxation in any jurisdiction where it is not now so subject;
and
  
	
   
  	
  
 
  
	
  
 
  	
  
          (xi)          provide   promptly to each Holder, upon request, each document filed with the   Commission pursuant to the requirements of Section 13 or Section 15(d) of the   Exchange Act; provided, that   such documents are not available on the Commission’s EDGAR system.
  




                    (e)          Restrictions on Holders.  Each Holder’s acquisition of a Transfer Restricted Security constitutes such Holder’s agreement that, upon receipt of the notice referred to in Section 6(d)(i)(C) or any notice from the Issuers of the existence of any fact of the kind described in Section 6(d)(i)(D) hereof (in each case, a “Suspension Notice”), such Holder will 


16










forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(d)(ii) hereof, or (ii) such Holder is advised in writing by the Issuers that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”).  Each Holder receiving a Suspension Notice shall be required to either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the Issuers with more recently dated Prospectuses or (ii) deliver to the Issuers (at the Issuers’ expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Transfer
Restricted Securities that was current at the time of receipt of the Suspension Notice.  The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date.


SECTION 7.  REGISTRATION EXPENSES


                    (a)          All expenses incident to the Issuers’ and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers, regardless of whether a Registration Statement becomes effective, including without limitation:  (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all reasonable expenses of printing (including, without limitation, certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all reasonable fees and disbursements of counsel for the Issuers, the Guarantors and one counsel for the Holders of Transfer Restricted Securities (which shall be
Milbank, Tweed, Hadley & McCloy LLP or such other counsel as may be selected by a majority of such Holders); (v) if the Issuers elect, in their sole discretion, to list the Exchange Notes on a national securities exchange or automated quotation system, all application and filing fees in connection with listing the Exchange Notes on such national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).


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


                    (b)          In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement, including any amendment or supplement thereto, and any other documents delivered to any Holders), the Issuers and the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering Notes into in the Exchange Offer and/or selling or reselling Notes or Exchange Notes pursuant to the “Plan of Distribution” section contained in the Exchange Offer Registration Statement or the Shelf 


17










Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel (who shall be Milbank, Tweed, Hadley & McCloy LLP unless another firm shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared).


SECTION 8.  INDEMNIFICATION


                    (a)          The Issuers and the Guarantors agree, jointly and severally, to indemnify and hold harmless each Holder, its directors, officers and each Person, if any, who controls such Holder (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act), to the fullest extent lawful from and against any and all losses, claims, damages, liabilities or judgments (including without limitation, any legal or other expenses reasonably incurred in connection with investigating or defending any matter, including any action that could give rise to any such losses, claims, damages, liabilities or judgments) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus or Prospectus (or any amendment or
supplement thereto) provided by the Issuers to any Holder or any prospective purchaser of Exchange Notes or registered Notes, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or judgments are caused by an untrue statement or omission or alleged untrue statement or omission that is based upon information relating to any of the Holders furnished in writing to the Issuers by any of the Holders. 


                    (b)          By its acquisition of Transfer Restricted Securities, each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Issuers and the Guarantors, and their respective directors and officers, and each Person, if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Issuers or the Guarantors to the same extent as the foregoing indemnity from the Issuers and the Guarantors set forth in Section 8(a) above, but only with reference to information relating to such Holder furnished in writing to the Issuers by such Holder expressly for use in any Registration Statement or in any amendment or supplement thereto.  In no event shall any Holder, its directors, officers or any Person who
controls such Holder be liable or responsible for any amount in excess of the amount by which the total amount received by such Holder with respect to its sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds (i) the amount paid by such Holder for such Transfer Restricted Securities and (ii) the amount of any damages that such Holder, its directors, officers or any Person who controls such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.


                    (c)          In case any action shall be commenced involving any Person in respect of which indemnity may be sought pursuant to Section 8(a) or (b) hereof (the “indemnified party”), the indemnified party shall promptly notify the Person against whom such indemnity may be sought (the “indemnifying person”) in writing and the indemnifying party shall assume the defense of such action, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all fees and expenses of such counsel, as incurred (except that in the case of any action in respect of which indemnity may be sought pursuant to both Sections 8(a) and (b) hereof, a Holder shall not be required to assume the defense of such action 



18










pursuant to this Section 8(c), but may employ separate counsel and participate in the defense thereof, but the fees and expenses of such counsel, except as provided below, shall be at the expense of the Holder).  Any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the employment of such counsel shall have been specifically authorized in writing by the indemnifying party, (ii) the indemnifying party shall have failed to assume the defense of such action or employ counsel reasonably satisfactory to the indemnified party or (iii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party, and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it
which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party).  In any such case, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties and all such fees and expenses shall be reimbursed as they are incurred.  Such firm shall be designated in writing by a majority of the Holders, in the case of the parties indemnified pursuant to Section 8(a) hereof, and by the Issuers and the Guarantors, in the case of parties indemnified pursuant to Section 8(b) hereof.  The indemnifying party shall indemnify and hold harmless the
indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action (i) effected with its written consent or (ii) effected without its written consent if the settlement is entered into more than 20 Business Days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the
indemnified party, unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party.


                    To the extent that the indemnification provided for in this Section 8 is unavailable to an indemnified party in respect of any losses, claims, damages, liabilities or judgments referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuers and the Guarantors on the one hand, and the Holders, on the other hand, from their initial sale of Transfer Restricted Securities (or in the case of Exchange Notes that are Transfer Restricted Securities, the sale of the Notes for which such Exchange Notes were exchanged) or (ii) if the allocation provided by such clause 8(d)(i



) is not
permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause 8(d)(i) above but also the relative fault of the Issuers and the 


19










Guarantors, on the one hand, and of the Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any other relevant equitable considerations.  The relative fault of the Issuers and the Guarantors, on the one hand, and of the Holder, on the other hand, 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 Guarantor, on the one hand, or by the Holder, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and judgments referred to above shall be deemed to include, subject to the
limitations set forth in Section 8(c) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.


                    The Issuers, the Guarantors and, by its acquisition of Transfer Restricted Securities, each Holder agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any matter, including any action



 that
could have given rise to such losses, claims, damages, liabilities or judgments.  Notwithstanding the provisions of this Section 8, no Holder, its directors, its officers or any Person, if any, who controls such Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total received by such Holder with respect to the sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds (i) the amount paid by such Holder for such Transfer Restricted Securities and (ii) the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The Holders’ obligations to contribute pursuant to this Section 8(d) are several in
proportion to the respective principal amount of Transfer Restricted Securities held by each Holder hereunder and not joint.


SECTION 9.  RULE 144A AND RULE 144


                    Each of the Issuers and each Guarantor agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which such Issuers or such Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule
144.  Notwithstanding the foregoing, nothing in this Section 9 shall be deemed 


20










to require the Issuers to register any of its securities pursuant to the Exchange Act.


SECTION 10.  FUTURE SUBSIDIARY GUARANTEES


                    If, prior to the Consummation of the Exchange Offer or prior to the effectiveness of the Shelf Registration Statement, as the case may be, any significant subsidiary of the Company executes a Subsidiary Guarantee in accordance with the terms and provisions of the Indenture, the Company shall cause such subsidiary to execute and deliver to the parties hereto a counterpart signature page to this Agreement and such subsidiary shall be bound by all the provisions of this Agreement as a “Guarantor.”


SECTION 11.  MISCELLANEOUS


                    (a)          Remedies.  The Issuers and the Guarantors acknowledge and agree that any failure by the Issuers and/or the Guarantors to comply with their respective obligations under Sections 3 and 4 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Issuers’ and the Guarantor’s obligations under Sections 3 and 4 hereof.  The Issuers and the Guarantors further agree to waive the defense in any action for specific performance that a remedy at law would be
adequate.


                    (b)          No Inconsistent Agreements.  The Issuers and the Guarantors will not, on or after the date of this Agreement, enter into any agreement with respect to their respective securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The Issuers and the Guarantors have not previously entered into any agreement granting any registration rights with respect to their respective securities to any Person that would require such securities to be included in any Registration Statement filed hereunder. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Issuers’ and the Guarantors’ securities under any
agreement in effect on the date hereof.


                    (c)          Amendments and Waivers.  This Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless (i) in the case of Section 5 hereof and this Section 11(c)(i), the Issuers have obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, the Issuers have obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding Transfer Restricted Securities held by the Issuers or their Affiliates).  Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof that relates exclusively to the rights of Holders w



hose
Transfer Restricted Securities are being tendered pursuant to the Exchange Offer, and that does not affect directly or indirectly the rights of other Holders whose Transfer Restricted Securities are not being tendered pursuant to such Exchange Offer, may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities subject to such Exchange Offer.


21










                    (d)          Third Party Beneficiary.  The Holders shall be third party beneficiaries to the agreements made hereunder between the Issuers and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect their rights hereunder.


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


	
  
 
  	
  
          (i)          if   to a Holder, at the address set forth on the records of the registrar under   the Indenture, with a copy to the registrar under the Indenture; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
          (ii)          if   to the Issuers or any of the Guarantors:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
U.S.   Shipping Partners L.P.
  
	
  
 
  	
  
 
  	
  
399 Thornall   Street
  
	
   
  	
  
 
  	
  
8th   Floor
  
	
  
 
  	
  
 
  	
  
Edison, New   Jersey 08837
  
	
  
 
  	
  
 
  	
  
Attention:   Paul Gridley
  
	
  
 
  	
  
 
  	
  
Fax:  (732) 635-1940
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
with a copy   to (which shall not constitute notice):
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Fulbright   & Jaworski LLP
  
	
   
  	
  
 
  	
  
666 Fifth   Avenue
  
	
  
 
  	
  
 
  	
  
New York
  
	
  
 
  	
  
 
  	
  
New York   10103
  
	
  
 
  	
  
 
  	
  
Attention:              Paul   Jacobs
  
	
  
 
  	
  
 
  	
  
Fax:  (212) 318-3400
  




                    All such notices and communications shall be deemed to have been duly given at the time delivered by hand, when receipt acknowledged, if sent by facsimile transmission; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.


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


                    (f)          Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders; provided, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms hereof or of the Purchase Agreement or the Indenture.  If any transferee of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be 


22










held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted 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, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits hereof.


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


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


                    (i)          Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.


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


                    (k)          General Interpretive Principles.  Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. The headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof. Unless otherwise specified, the terms “hereof,” “herein” and similar terms refer to this Agreement as a whole, and references herein to Sections refer to Sections of this Agreement.  Words of inclusion shall not be construed as terms of limitation herein, so that
references to “include”, “includes” and “including” shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations.


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


23










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

	
  
 
  	
  
U.S.   SHIPPING PARTNERS L.P.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
US Shipping   General Partner LLC,
   its general partner
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By
  	
  
/s/ Paul B. Gridley
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Paul B.   Gridley
  
	
  
 
  	
  
Title:
  	
  
Chairman and   Chief Executive Officer
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
U.S. SHIPPING FINANCE CORP.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By
  	
  
/s/ Paul B. Gridley
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Paul B.   Gridley
  
	
  
 
  	
  
Title:
  	
  
Chairman and   Chief Executive Officer
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
U.S.   SHIPPING OPERATING LLC
  
	
  
 
  	
  
USS ATB   1 LLC
  
	
  
 
  	
  
USS ATB 2 LLC
  
	
   
  	
  
USS   CHARTERING LLC
  
	
  
 
  	
  
USS M/V   HOUSTON LLC
  
	
  
 
  	
  
USS PRODUCT   MANAGER LLC
  
	
  
 
  	
  
USS JV   MANAGER INC.
  
	
  
 
  	
  
USS PC   HOLDING CORP.
  
	
  
 
  	
  
ITB   BALTIMORE LLC
  
	
  
 
  	
  
ITB GROTON   LLC
  
	
  
 
  	
  
ITB   JACKSONVILLE LLC
  
	
  
 
  	
  
ITB MOBILE   LLC
  
	
  
 
  	
  
ITB NEW YORK   LLC
  
	
   
  	
  
ITB   PHILADELPHIA LLC
  
	
  
 
  	
  
USCS ATB LLC
  
	
  
 
  	
  
USCS CHEMICAL   PIONEER INC.
  
	
  
 
  	
  
USCS   CHEMICAL CHARTERING LLC
  
	
  
 
  	
  
USCS   CHARLESTON CHARTERING LLC
  
	
  
 
  	
  
USCS   CHARLESTON LLC
  
	
  
 
  	
  
USCS SEA   VENTURE LLC
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By
  	
  
/s/ Paul B. Gridley
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Paul B.   Gridley
  
	
  
 
  	
  
Title:
  	
  
Chairman and   Chief Executive Officer
  











	
  
Accepted and   agreed by:
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
LEHMAN   BROTHERS INC.
  	
  
 
  
	
  
CIBC WORLD   MARKETS CORP.
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
By:
  	
  
LEHMAN   BROTHERS INC.
  	
  
 
  
	
  
 
  	
  
Authorized   Representative
  	
  
 
  
	
   
  	
   
  	
   
  
	
   
  	
   
  	
   
  
	
  By
  	
  /s/
  	
   
  
	
   
  	
  


  	
   
  
	
   
  	
  Authorized Representative
  	
   
  












SCHEDULE I

	
  
U.S.   SHIPPING OPERATING LLC (Delaware)
  
	
  
USS ATB   1 LLC (Delaware)
  
	
  
USS ATB 2 LLC   (Delaware)
  
	
  USS   CHARTERING LLC (Delaware)
  
	
  USS M/V   HOUSTON LLC (Delaware)
  
	
  USS PRODUCT   MANAGER LLC (Delaware)
  
	
  ITB   BALTIMORE LLC (Delaware)
  
	
  ITB GROTON   LLC (Delaware)
  
	
  ITB   JACKSONVILLE LLC (Delaware)
  
	
  ITB MOBILE   LLC (Delaware)
  
	
  ITB NEW YORK   LLC (Delaware)
  
	
  ITB   PHILADELPHIA LLC (Delaware)
  
	
  USCS ATB LLC   (Delaware)
  
	
  USCS   CHEMICAL PIONEER INC.  (Delaware)
  
	
  USCS   CHEMICAL CHARTERING LLC (Delaware)
  
	
  USCS   CHARLESTON CHARTERING LLC (Delaware)
  
	
  USCS   CHARLESTON LLC (Delaware)
  
	
  USCS SEA   VENTURE LLC (Delaware)