{"id":43861,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/registration-rights-agreement-americredit-corp-salomon-smith.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-americredit-corp-salomon-smith","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-rights-agreement-americredit-corp-salomon-smith.html","title":{"rendered":"Registration Rights Agreement &#8211; AmeriCredit Corp., Salomon Smith Barney Inc., Bear, Sterns &#038; Co. Inc. and ING Baring Furman Selz LLC"},"content":{"rendered":"<pre>\n===============================================================================\n\n                                 A\/B EXCHANGE\n\n                         REGISTRATION RIGHTS AGREEMENT\n\n                          Dated as of April 20, 1999\n\n                                  relating to\n\n                  $200,000,000 in Aggregate Principal Amount\n                        of 9 7\/8% Senior Notes due 2006\n\n                                 by and among\n\n               AmeriCredit Corp. and the Guarantors named herein\n\n                                      and\n\n                          Salomon Smith Barney Inc.,\n                           Bear, Stearns &amp; Co. Inc.\n\n                                      and\n\n                          ING Baring Furman Selz LLC\n\n\n\n===============================================================================\n\n \n          This Registration Rights Agreement (this 'Agreement') is made and\nentered into as of April 20, 1999 by and among AmeriCredit Corp., a Texas\ncorporation (the 'Company'); AmeriCredit Financial Services, Inc., a Delaware\ncorporation, AmeriCredit Management Company, a Delaware corporation, ACF\nInvestment Corp., a Delaware corporation, Americredit Corporation of California,\na California corporation, and AmeriCredit Financial Services of Canada Ltd., a\nCanadian corporation chartered in the Province of Ontario (collectively the\n'Guarantors'); and Salomon Smith Barney Inc., Bear, Stearns &amp; Co. Inc. and ING\nBaring Furman Selz LLC (collectively the 'Initial Purchasers'), each of whom\nhave agreed to purchase the Company's 97\/8% Series A Senior Notes due 2006 (the\n'Series A Notes') pursuant to the Purchase Agreement (as defined below).\n\n          This Agreement is made pursuant to the Purchase Agreement, dated April\n15, 1999 (the 'Purchase Agreement'), by and among the Company, the Guarantors\nand the Initial Purchasers.  In order to induce the Initial Purchasers to\npurchase the Series A Notes, the Company has agreed to provide the registration\nrights set forth in this Agreement.  The execution and delivery of this\nAgreement is a condition to the obligations of the Initial Purchasers set forth\nin Section 2 of the Purchase Agreement.\n\n          The parties hereby agree as follows:\n\nSECTION 1.      DEFINITIONS\n\n          As used in this Agreement, the following capitalized terms shall have\nthe following meanings:\n\n          Act:  The Securities Act of 1933, as amended.\n          ---                                          \n\n          Broker-Dealer:  Any broker or dealer registered under the Exchange\n          -------------                                                     \nAct.\n\n          Closing Date:  The date of this Agreement.\n          ------------                              \n\n          Commission:  The Securities and Exchange Commission.\n          ----------                                          \n\n          Consummate:  A registered Exchange Offer shall be deemed 'Consummated'\n          ----------                                                            \nfor purposes of this Agreement upon the occurrence of (i) the filing and\neffectiveness under the Act of the Exchange Offer Registration Statement\nrelating to the Series B Notes to be issued in the Exchange Offer, (ii) the\nmaintenance of such Registration Statement continuously effective and the\nkeeping of the Exchange Offer open for a period not less than the minimum period\nrequired pursuant to Section 3(b) hereof, and (iii) the delivery by the Company\nto the Registrar under the Indenture of Series B Notes in the same aggregate\nprincipal amount as the aggregate principal amount of Series A Notes that were\ntendered by Holders thereof pursuant to the Exchange Offer.\n\n          Damages Payment Date:  With respect to the Series A Notes, each\n          --------------------                                           \nInterest Payment Date.\n\n          Effectiveness Target Date:  As defined in Section 5.\n          -------------------------                           \n\n          Exchange Act:  The Securities Exchange Act of 1934, as amended.\n          ------------                                                   \n\n \n          Exchange Offer:  The registration by the Company under the Act of the\n          --------------                                                       \nSeries B Notes pursuant to a Registration Statement pursuant to which the\nCompany offers the Holders of all outstanding Transfer Restricted Securities the\nopportunity to exchange all such outstanding Transfer Restricted Securities held\nby such Holders for Series B Notes in an aggregate principal amount equal to the\naggregate principal amount of the Transfer Restricted Securities tendered in\nsuch exchange offer by such Holders.\n\n          Exchange Offer Registration Statement:  The Registration Statement\n          -------------------------------------                             \nrelating to the Exchange Offer, including the related Prospectus.\n\n          Holder:  As defined in Section 2(b) hereof.\n          ------                                     \n\n          Indenture:  The Indenture, dated as of April 20, 1999,  among the\n          ---------                                                        \nCompany, Bank One, N.A., as trustee (the 'Trustee'), and the Guarantors,\npursuant to which the Senior Notes are to be issued, as such Indenture is\namended or supplemented from time to time in accordance with the terms thereof.\n\n          Initial Purchasers:  As defined in the preamble hereto.\n          ------------------                                     \n\n          Interest Payment Date:  As defined in the Indenture and the Senior\n          ---------------------                                             \nNotes.\n\n          NASD:  National Association of Securities Dealers, Inc.\n          ----                                                   \n\n          Person:  An individual, partnership, corporation, trust or\n          ------                                                    \nunincorporated organization, or a government or agency or political subdivision\nthereof.\n\n          Prospectus:  The prospectus included in a Registration Statement, as\n          ----------                                                          \namended or supplemented by any prospectus supplement and by all other amendments\nthereto, including post-effective amendments, and all material incorporated by\nreference into such Prospectus.\n\n          Record Holder:  With respect to any Damages Payment Date relating to\n          -------------                                                       \nSenior Notes, each Person who is a Holder of Senior Notes on the record date\nwith respect to the Interest Payment Date on which such Damages Payment Date\nshall occur.\n\n          Registration Default:  As defined in Section 5 hereof.\n          --------------------                                  \n\n          Registration Statement:  Any registration statement of the Company\n          ----------------------                                            \nrelating to (a) an offering of Series B Notes pursuant to an Exchange Offer or\n(b) the registration for resale of Transfer Restricted Securities pursuant to\nthe Shelf Registration Statement, which is filed pursuant to the provisions of\nthis Agreement, in each case, including the Prospectus included therein, all\namendments and supplements thereto (including post-effective amendments) and all\nexhibits and material incorporated by reference therein.\n\n          Senior Notes:  The Series A Notes and the Series B Notes, including\n          ------------                                                       \nthe guarantees thereof by the Guarantors.\n\n\n                                       2\n\n \n          Series B Notes:  The Company's 9 7\/8% Series B Senior Notes due 2006,\n          --------------                                                      \nincluding the guarantees thereof by the Guarantors, to be issued pursuant to the\nIndenture in the Exchange Offer.\n\n          Shelf Filing Deadline:  As defined in Section 4 hereof.\n          ---------------------                                  \n\n          Shelf Registration Statement:  As defined in Section 4 hereof.\n          ----------------------------                                  \n\n          TIA:  The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb)\n          ---                                                                   \nas in effect on the date of the Indenture.\n\n          Transfer Restricted Securities:  Each Senior Note, until the earliest\n          ------------------------------                                       \nto occur of (a) the date on which such Senior Note is exchanged in the Exchange\nOffer and entitled to be resold to the public by the Holder thereof without\ncomplying with the prospectus delivery requirements of the Act, (b) the date on\nwhich such Senior Note has been effectively registered under the Act and\ndisposed of in accordance with a Shelf Registration Statement and (c) the date\non which such Senior Note is distributed to the public pursuant to Rule 144\nunder the Act or by a Broker-Dealer pursuant to the 'Plan of Distribution'\ncontemplated by the Exchange Offer Registration Statement (including delivery of\nthe Prospectus contained therein).\n\n          Underwritten Registration or Underwritten Offering:  A registration in\n          -------------------------    ---------------------                    \nwhich securities of the Company are sold to an underwriter for reoffering to the\npublic.\n\nSECTION 2.     SECURITIES SUBJECT TO THIS AGREEMENT\n\n          (a)  Transfer Restricted Securities.  The securities entitled to the\n               ------------------------------                                 \nbenefits of this Agreement are the Transfer Restricted Securities.\n\n          (b)  Holders of Transfer Restricted Securities.  A Person is deemed to\n               -----------------------------------------                        \nbe a holder of Transfer Restricted Securities (each, a 'Holder') whenever such\nPerson owns Transfer Restricted Securities.\n\nSECTION 3.     REGISTERED EXCHANGE OFFER\n\n          (a)  Unless the Exchange Offer shall not be permissible under\napplicable law or Commission policy (after the procedures set forth in Section\n6(a) below have been complied with), the Company and the Guarantors shall (i)\ncause to be filed with the Commission as soon as practicable after the Closing\nDate, but in no event later than 60 days after the Closing Date, a Registration\nStatement under the Act relating to the Series B Notes and the Exchange Offer,\n(ii) use their best efforts to cause such Registration Statement to become\neffective at the earliest possible time, but in no event later than 150 days\nafter the Closing Date, (iii) in connection with the foregoing, file (A) all\npre-effective amendments to such Registration Statement as may be necessary in\norder to cause such Registration Statement to become effective, (B) if\napplicable, a post-effective amendment to such Registration Statement pursuant\nto Rule 430A under the Act and (C) cause all necessary filings in connection\nwith the registration and qualification of the Series B Notes to be made under\nthe Blue Sky laws of such jurisdictions as are necessary to permit Consummation\nof the Exchange Offer, and (iv) upon the effectiveness of such Registration\nStatement, commence the Exchange Offer.  The Exchange Offer shall be on the\n\n\n\n                                       3\n\n \nappropriate form permitting registration of the Series B Notes to be offered in\nexchange for the Transfer Restricted Securities and to permit resales of Senior\nNotes held by Broker-Dealers as contemplated by Section 3(c) below.\n\n          (b)  The Company shall cause the Exchange Offer Registration Statement\nto be effective continuously and shall keep the Exchange Offer open for a period\nof not less than the minimum period required under applicable federal and state\nsecurities laws to Consummate the Exchange Offer; provided, however, that in no\nevent shall such period be less than 20 business days.  The Company shall cause\nthe Exchange Offer to comply with all applicable federal and state securities\nlaws.  No securities other than the Senior Notes shall be included in the\nExchange Offer Registration Statement.  The Company shall use its best efforts\nto cause the Exchange Offer to be Consummated on the earliest practicable date\nafter the Exchange Offer Registration Statement has become effective, but in no\nevent later than 30 business days thereafter.\n\n          (c)  The Company shall indicate in a 'Plan of Distribution' section\ncontained in the Prospectus contained in the Exchange Offer Registration\nStatement that any Broker-Dealer who holds Series A Notes that are Transfer\nRestricted Securities and that were acquired for its own account as a result of\nmarket-making activities or other trading activities (other than Transfer\nRestricted Securities acquired directly from the Company), may exchange such\nSeries A Notes pursuant to the Exchange Offer; however, such Broker-Dealer may\nbe deemed to be an 'underwriter' within the meaning of the Act and must,\ntherefore, deliver a prospectus meeting the requirements of the Act in\nconnection with any resales of the Series B Notes received by such Broker-Dealer\nin the Exchange Offer, which prospectus delivery requirement may be satisfied by\nthe delivery by such Broker-Dealer of the Prospectus contained in the Exchange\nOffer Registration Statement.  Such 'Plan of Distribution' section shall also\ncontain all other information with respect to such resales by Broker-Dealers\nthat the Commission may require in order to permit such resales pursuant\nthereto, but such 'Plan of Distribution' shall not name any such Broker-Dealer\nor disclose the amount of Senior Notes held by any such Broker-Dealer except to\nthe extent required by the Commission as a result of a change in policy after\nthe date of this Agreement.\n\n          The Company and the Guarantors shall use their best efforts to keep\nthe Exchange Offer Registration Statement continuously effective, supplemented\nand amended as required by the provisions of Section 6(c) below to the extent\nnecessary to ensure that it is available for resales of Senior Notes acquired by\nBroker-Dealers for their own accounts as a result of market-making activities or\nother trading activities, and to ensure that it conforms with the requirements\nof this Agreement, the Act and the policies, rules and regulations of the\nCommission as announced from time to time, for a period of one year from the\ndate on which the Exchange Offer Registration Statement is declared effective.\n\n          The Company shall provide sufficient copies of the latest version of\nsuch Prospectus to Broker-Dealers promptly upon request at any time during such\none-year period in order to facilitate such resales.\n\n\n\n                                       4\n\n \nSECTION 4.    SHELF REGISTRATION\n\n          (a) Shelf Registration.  If (i) the Company is not required to file an\n              ------------------                                                \nExchange Offer Registration Statement or to Consummate the Exchange Offer\nbecause the Exchange Offer is not permitted by applicable law or Commission\npolicy (after the procedures set forth in Section 6(a) below have been complied\nwith) or (ii) if any Holder of Transfer Restricted Securities shall notify the\nCompany within 20 business days following the Consummation of the Exchange Offer\n(A) that such Holder is prohibited by applicable law or Commission policy from\nparticipating in the Exchange Offer, or (B) that such Holder may not resell the\nSeries B Notes acquired by it in the Exchange Offer to the public without\ndelivering a prospectus and that the Prospectus contained in the Exchange Offer\nRegistration Statement is not appropriate or available for such resales by such\nHolder, or (C) that such Holder is a Broker-Dealer and holds Series A Notes\nacquired directly from the Company or one of its affiliates, then the Company\nand the Guarantors shall\n\n              (x) cause to be filed a shelf registration statement pursuant to\n     Rule 415 under the Act, which may be an amendment to the Exchange Offer\n     Registration Statement (in either event, the 'Shelf Registration\n     Statement') on or prior to the earliest to occur of (1) the 60th day after\n     the date on which the Company determines that it is not required to file\n     the Exchange Offer Registration Statement, (2) the 60th day after the date\n     on which the Company receives notice from a Holder of Transfer Restricted\n     Securities as contemplated by clause (ii) above, and (3) the 60th day after\n     the Closing Date (such earliest date being the 'Shelf Filing Deadline'),\n     which Shelf Registration Statement shall provide for resales of all\n     Transfer Restricted Securities the Holders of which shall have provided the\n     information required pursuant to Section 4(b) hereof; and\n\n              (y) use their best efforts to cause such Shelf Registration\n     Statement to be declared effective by the Commission on or before the 90th\n     day after the Shelf Filing Deadline.\n\nThe Company and the Guarantors shall use their best efforts to keep such Shelf\nRegistration Statement continuously effective, supplemented and amended as\nrequired by the provisions of Sections 6(b) and (c) hereof to the extent\nnecessary to ensure that it is available for resales of Senior Notes by the\nHolders of Transfer Restricted Securities entitled to the benefit of this\nSection 4(a), and to ensure that it conforms with the requirements of this\nAgreement, the Act and the policies, rules and regulations of the Commission as\nannounced from time to time, for a period of at least three years following the\nClosing Date.\n\n          (b) Provision by Holders of Certain Information in Connection with the\n              ------------------------------------------------------------------\nShelf Registration Statement.  No Holder of Transfer Restricted Securities may\n----------------------------                                                  \ninclude any of its Transfer Restricted Securities in any Shelf Registration\nStatement pursuant to this Agreement unless and until such Holder furnishes to\nthe Company in writing, within 20 business days after receipt of a request\ntherefor, such information as the Company may reasonably request for use in\nconnection with any Shelf Registration Statement or Prospectus or preliminary\nProspectus included therein.  No Holder of Transfer Restricted Securities shall\nbe entitled to Liquidated Damages pursuant to Section 5 hereof unless and until\nsuch Holder shall have used its best efforts to provide all such reasonably\nrequested information.  Each Holder as to which any Shelf\n\n\n\n                                       5\n\n \nRegistration Statement is being effected agrees to furnish promptly to the\nCompany all information required to be disclosed in order to make the\ninformation previously furnished to the Company by such Holder not materially\nmisleading.\n\nSECTION 5.      LIQUIDATED DAMAGES\n\n          If (i) any of the Registration Statements required by this Agreement\nis not filed with the Commission on or prior to the date specified for such\nfiling in this Agreement, (ii) any of such Registration Statements has not been\ndeclared effective by the Commission on or prior to the date specified for such\neffectiveness in this Agreement (the 'Effectiveness Target Date'), (iii) the\nExchange Offer has not been Consummated within 30 business days after the\nEffectiveness Target Date with respect to the Exchange Offer Registration\nStatement or (iv) any Registration Statement required by this Agreement is filed\nand declared effective but shall thereafter cease to be effective or fail to be\nusable for its intended purpose without being succeeded within two business days\nby a post-effective amendment to such Registration Statement that cures such\nfailure and that is itself declared effective within two business days (each\nsuch event referred to in clauses (i) through (iv), a 'Registration Default'),\nthe Company and the Guarantors hereby jointly and severally agree to pay\nliquidated damages to each Holder of Transfer Restricted Securities with respect\nto the first 90-day period immediately following the occurrence of such\nRegistration Default, in an amount equal to $.05 per week per $1,000 principal\namount of Transfer Restricted Securities held by such Holder for each week or\nportion thereof that the Registration Default continues.  The amount of the\nliquidated damages shall increase by an additional $.05 per week per $1,000 in\nprincipal amount of Transfer Restricted Securities with respect to each\nsubsequent 90-day period until all Registration Defaults have been cured, up to\na maximum amount of liquidated damages of $.50 per week per $1,000 principal\namount of Transfer Restricted Securities.  All accrued liquidated damages shall\nbe paid to Record Holders by the Company by wire transfer of immediately\navailable funds or by federal funds check on each Damages Payment Date, as\nprovided in the Indenture.  Following the cure of all Registration Defaults\nrelating to any particular Transfer Restricted Securities, the accrual of\nliquidated damages with respect to such Transfer Restricted Securities will\ncease.\n\n          All obligations of the Company and the Guarantors set forth in the\npreceding paragraph that are outstanding with respect to any Transfer Restricted\nSecurity at the time such security ceases to be a Transfer Restricted Security\nshall survive until such time as all such obligations with respect to such\nSecurity shall have been satisfied in full.\n\nSECTION 6.      REGISTRATION PROCEDURES\n\n          (a)   Exchange Offer Registration Statement.  In connection with the\n                -------------------------------------                         \nExchange Offer, the Company and the Guarantors shall comply with all of the\nprovisions of Section 6(c) below, shall use their best efforts to effect such\nexchange to permit the sale of Transfer Restricted Securities being sold in\naccordance with the intended method or methods of distribution thereof, and\nshall comply with all of the following provisions:\n\n                (i) If in the reasonable opinion of counsel to the Company there\n     is a question as to whether the Exchange Offer is permitted by applicable\n     law, the Company and the Guarantors hereby agree to seek a no-action letter\n     or other favorable decision\n\n\n                                       6\n\n \n     from the Commission allowing the Company and the Guarantors to Consummate\n     an Exchange Offer for such Series A Notes. The Company and the Guarantors\n     each hereby agrees to pursue the issuance of such a decision to the\n     Commission staff level but shall not be required to take commercially\n     unreasonable action to effect a change of Commission policy. The Company\n     and the Guarantors each hereby agrees, however, to (A) participate in\n     telephonic conferences with the Commission, (B) deliver to the Commission\n     staff an analysis prepared by counsel to the Company setting forth the\n     legal bases, if any, upon which such counsel has concluded that such an\n     Exchange Offer should be permitted and (C) diligently pursue a resolution\n     (which need not be favorable) by the Commission staff of such submission.\n\n               (ii) As a condition to its participation in the Exchange Offer\n     pursuant to the terms of this Agreement, each Holder of Transfer Restricted\n     Securities shall furnish, upon the request of the Company, prior to the\n     Consummation thereof, a written representation to the Company (which may be\n     contained in the letter of transmittal contemplated by the Exchange Offer\n     Registration Statement) to the effect that (A) it is not an affiliate of\n     the Company, (B) it is not engaged in, and does not intend to engage in,\n     and has no arrangement or understanding with any Person to participate in,\n     a distribution of the Series B Notes to be issued in the Exchange Offer and\n     (C) it is acquiring the Series B Notes in its ordinary course of business.\n     In addition, all such Holders of Transfer Restricted Securities shall\n     otherwise cooperate in the Company's preparations for the Exchange Offer.\n     Each Holder hereby acknowledges and agrees that any Broker-Dealer and any\n     such Holder using the Exchange Offer to participate in a distribution of\n     the securities to be acquired in the Exchange Offer (1) could not under\n     Commission policy as in effect on the date of this Agreement rely on the\n     position of the Commission enunciated in Morgan Stanley and Co., Inc.\n                                              --------------------------- \n     (available June 5, 1991) and Exxon Capital Holdings Corporation (available\n                                  ----------------------------------           \n     May 13, 1988), as interpreted in the Commission's letter to Shearman &amp; Sterling dated July 2, 1993, and similar no-action letters (including any\n     no-action letter obtained pursuant to clause (i) above), and (2) must\n     comply with the registration and prospectus delivery requirements of the\n     Act in connection with a secondary resale transaction and that such a\n     secondary resale transaction should be covered by an effective registration\n     statement containing the selling security holder information required by\n     Item 507 or 508, as applicable, of Regulation S-K if the resales are of\n     Series B Notes obtained by such Holder in exchange for Series A Notes\n     acquired by such Holder directly from the Company.\n\n               (iii)  Prior to effectiveness of the Exchange Offer Registration\n     Statement, the Company and the Guarantors shall provide a supplemental\n     letter to the Commission (A) stating that the Company and the Guarantors\n     are registering the Exchange Offer in reliance on the position of the\n     Commission enunciated in Exxon Capital Holdings Corporation (available May\n                              ----------------------------------               \n     13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) and, if\n                ---------------------------                                  \n     applicable, any no-action letter obtained pursuant to clause (i) above and\n     (B) including a representation that neither the Company nor the Guarantors\n     has entered into any arrangement or understanding with any Person to\n     distribute the Series B Notes to be received in the Exchange Offer and\n     that, to the best of the Company's information and belief, each Holder\n     participating in the Exchange Offer is acquiring the Series B Notes in its\n     ordinary course of business and has no arrangement or\n\n\n\n                                       7\n\n \n     understanding with any Person to participate in the distribution of the\n     Series B Notes received in the Exchange Offer.\n\n          (b)  Shelf Registration Statement.  In connection with the Shelf\n               ----------------------------                               \nRegistration Statement, the Company and the Guarantors shall comply with all the\nprovisions of Section 6(c) below and shall use their best efforts to effect such\nregistration to permit the sale of the Transfer Restricted Securities being sold\nin accordance with the intended method or methods of distribution thereof, and\npursuant thereto the Company will as expeditiously as possible prepare and file\nwith the Commission a Registration Statement relating to the registration on any\nappropriate form under the Act, which form shall be available for the sale of\nthe Transfer Restricted Securities in accordance with the intended method or\nmethods of distribution thereof.\n\n          (c)  General Provisions.  In connection with any Registration\n               ------------------\nStatement and any Prospectus required by this Agreement to permit the sale or\nresale of Transfer Restricted Securities (including, without limitation, any\nRegistration Statement and the related Prospectus required to permit resales of\nSenior Notes by Broker-Dealers), the Company shall:  \n\n               (i)    use its best efforts to keep such Registration Statement\n     continuously effective and provide all requisite financial statements\n     (including, if required by the Act or any regulation thereunder, financial\n     statements of the Guarantors) for the period specified in Section 3 or 4 of\n     this Agreement, as applicable; upon the occurrence of any event that would\n     cause any such Registration Statement or the Prospectus contained therein\n     (A) to contain a material misstatement or omission or (B) not to be\n     effective and usable for resale of Transfer Restricted Securities during\n     the period required by this Agreement, the Company shall file promptly an\n     appropriate amendment to such Registration Statement, in the case of clause\n     (A), correcting any such misstatement or omission, and, in the case of\n     either clause (A) or (B), use its best efforts to cause such amendment to\n     be declared effective and such Registration Statement and the related\n     Prospectus to become usable for their intended purpose(s) as soon as\n     practicable thereafter;\n\n               (ii)   prepare and file with the Commission such amendments and\n     post-effective amendments to the Registration Statement as may be necessary\n     to keep the Registration Statement effective for the applicable period set\n     forth in Section 3 or 4 hereof, as applicable, or such shorter period as\n     will terminate when all Transfer Restricted Securities covered by such\n     Registration Statement have been sold; cause the Prospectus to be\n     supplemented by any required Prospectus supplement, and as so supplemented\n     to be filed pursuant to Rule 424 under the Act, and to comply fully with\n     the applicable provisions of Rules 424 and 430A under the Act in a timely\n     manner; and comply with the provisions of the Act with respect to the\n     disposition of all securities covered by such Registration Statement during\n     the applicable period in accordance with the intended method or methods of\n     distribution by the sellers thereof set forth in such Registration\n     Statement or supplement to the Prospectus;\n\n               (iii)  advise the underwriter(s), if any, and selling Holders\n     promptly and, if requested by such Persons, to confirm such advice in\n     writing, (A) when the Prospectus or any Prospectus supplement or post-\n     effective amendment has been filed, and, with\n\n\n\n                                       8\n\n \n     respect to any Registration Statement or any post-effective amendment\n     thereto, when the same has become effective, (B) of any request by the\n     Commission for amendments to the Registration Statement or amendments or\n     supplements to the Prospectus or for additional information relating\n     thereto, (C) of the issuance by the Commission of any stop order suspending\n     the effectiveness of the Registration Statement under the Act or of the\n     suspension by any state securities commission of the qualification of the\n     Transfer Restricted Securities for offering or sale in any jurisdiction, or\n     the initiation of any proceeding for any of the preceding purposes, (D) of\n     the existence of any fact or the happening of any event that makes any\n     statement of a material fact made in the Registration Statement, the\n     Prospectus, any amendment or supplement thereto, or any document\n     incorporated by reference therein untrue, or that requires the making of\n     any additions to or changes in the Registration Statement or the Prospectus\n     in order to make the statements therein not misleading. If at any time the\n     Commission shall issue any stop order suspending the effectiveness of the\n     Registration Statement, or any state securities commission or other\n     regulatory authority shall issue an order suspending the qualification or\n     exemption from qualification of the Transfer Restricted Securities under\n     state securities or Blue Sky laws, the Company and the Guarantors shall use\n     their best efforts to obtain the withdrawal or lifting of such order at the\n     earliest possible time;\n\n               (iv) furnish to each of the selling Holders and each of the\n     underwriter(s), if any, before filing with the Commission, copies of any\n     Registration Statement or any Prospectus included therein or any amendments\n     or supplements to any such Registration Statement or Prospectus (including\n     all documents incorporated by reference after the initial filing of such\n     Registration Statement), which documents will be subject to the review of\n     such Holders and underwriter(s), if any, for a period of at least three\n     business days, and the Company will not file any such Registration\n     Statement or Prospectus or any amendment or supplement to any such\n     Registration Statement or Prospectus (including all such documents\n     incorporated by reference) to which a selling Holder of Transfer Restricted\n     Securities covered by such Registration Statement or the underwriter(s), if\n     any, shall reasonably object within three business days after the receipt\n     thereof;\n\n               (v)  promptly after the filing of any document that is to be\n     incorporated by reference into a Registration Statement or Prospectus,\n     provide copies of such document to the selling Holders and to the\n     underwriter(s), if any, make the Company's representatives available (and\n     representatives of the Guarantors) for discussion of such document and\n     other customary due diligence matters, and include such information in such\n     document promptly after the filing thereof as such selling Holders or\n     underwriter(s), if any, reasonably may request;\n\n               (vi) make available at reasonable times for inspection by the\n     selling Holders, any underwriter participating in any disposition pursuant\n     to such Registration Statement, and any attorney or accountant retained by\n     such selling Holders or any of the underwriter(s), all financial and other\n     records, pertinent corporate documents and properties of the Company and\n     the Guarantors and cause the Company's and the Guarantors' officers,\n     directors and employees to supply all information reasonably\n\n\n\n\n                                       9\n\n \n     requested by any such Holder, underwriter, attorney or accountant in\n     connection with such Registration Statement subsequent to the filing\n     thereof and prior to its effectiveness;\n\n               (vii)  if requested by any selling Holders or the underwriter(s),\n     if any, promptly incorporate in any Registration Statement or Prospectus,\n     pursuant to a supplement or post-effective amendment if necessary, such\n     information as such selling Holders and underwriter(s), if any, may\n     reasonably request to have included therein, including, without limitation,\n     information relating to the 'Plan of Distribution' of the Transfer\n     Restricted Securities, information with respect to the principal amount of\n     Transfer Restricted Securities being sold to such underwriter(s), the\n     purchase price being paid therefor and any other terms of the offering of\n     the Transfer Restricted Securities to be sold in such offering; and make\n     all required filings of such Prospectus supplement or post-effective\n     amendment as soon as practicable after the Company is notified of the\n     matters to be incorporated in such Prospectus supplement or post-effective\n     amendment;\n\n               (viii) cause the Transfer Restricted Securities covered by the\n     Registration Statement to be rated with the appropriate rating agencies, if\n     so requested by the Holders of a majority in aggregate principal amount of\n     Senior Notes covered thereby or the underwriter(s), if any;\n\n               (ix)   furnish to each selling Holder and each of the\n     underwriter(s), if any, without charge, at least one copy of the\n     Registration Statement, as first filed with the Commission, and of each\n     amendment thereto, including all documents incorporated by reference\n     therein and all exhibits (including exhibits incorporated therein by\n     reference);\n\n               (x)    deliver to each selling Holder and each of the\n     underwriter(s), if any, without charge, as many copies of the Prospectus\n     (including each preliminary prospectus) and any amendment or supplement\n     thereto as such Persons reasonably may request; the Company and the\n     Guarantors hereby consent to the use of the Prospectus and any amendment or\n     supplement thereto by each of the selling Holders and each of the\n     underwriter(s), if any, in connection with the offering and the sale of the\n     Transfer Restricted Securities covered by the Prospectus or any amendment\n     or supplement thereto;\n\n               (xi)   enter into, and cause the Guarantors to enter into, such\n     agreements (including an underwriting agreement), and make, and cause the\n     Guarantors to make, such representations and warranties, and take all such\n     other actions in connection therewith in order to expedite or facilitate\n     the disposition of the Transfer Restricted Securities pursuant to any\n     Registration Statement contemplated by this Agreement, all to such extent\n     as may be reasonably requested by any Initial Purchaser or by any Holder of\n     Transfer Restricted Securities or underwriter in connection with any sale\n     or resale pursuant to any Registration Statement contemplated by this\n     Agreement; and whether or not an underwriting agreement is entered into and\n     whether or not the registration is an Underwritten Registration, the\n     Company and the Guarantors shall:\n\n               (A)    furnish to each Initial Purchaser, each selling Holder and\n          each underwriter, if any, in such substance and scope as they may\n          reasonably request and as are customarily made by issuers to\n          underwriters\n\n\n                                      10\n\n\n \n     offerings, upon the date of the Consummation of the Exchange Offer and, if\n     applicable, the effectiveness of the Shelf Registration Statement:\n\n               (1) a certificate, dated the date of Consummation of the Exchange\n          Offer or the date of effectiveness of the Shelf Registration\n          Statement, as the case may be, signed by (y) the President or any Vice\n          President and (z) a principal financial or accounting officer of each\n          of the Company and the Guarantors, confirming, as of the date thereof,\n          the matters set forth in paragraphs (i) and (j) of Section 7 of the\n          Purchase Agreement and such other matters as such parties may\n          reasonably request;\n\n               (2) an opinion, dated the date of Consummation of the Exchange\n          Offer or the date of effectiveness of the Shelf Registration\n          Statement, as the case may be, of counsel for the Company and the\n          Guarantors, covering the matters set forth in paragraphs (d), (e) and\n          (f) of Section 7 of the Purchase Agreement and such other matters as\n          such parties may reasonably request, and in any event including a\n          statement to the effect that such counsel has participated in\n          conferences with officers and other representatives of the Company,\n          representatives of the independent public accountants for the Company,\n          the Initial Purchasers' representatives and the Initial Purchasers'\n          counsel in connection with the preparation of such Registration\n          Statement and the related Prospectus and have considered the matters\n          required to be stated therein and the statements contained therein,\n          and although such counsel has not independently verified the accuracy,\n          completeness or fairness of such statements, on the basis of the\n          foregoing (relying as to materiality to a large extent upon facts\n          provided to such counsel by officers and other representatives of the\n          Company and without independent check or verification), no facts came\n          to such counsel's attention that caused such counsel to believe that\n          the applicable Registration Statement, at the time such Registration\n          Statement or any post-effective amendment thereto became effective,\n          contained an untrue statement of a material fact or omitted to state a\n          material fact required to be stated therein or necessary to make the\n          statements therein not misleading, or that the Prospectus contained in\n          such Registration Statement as of its date and, in the case of the\n          opinion dated the date of Consummation of the Exchange Offer, as of\n          the date of Consummation, contained an untrue statement of a material\n          fact or omitted to state a material fact necessary in order to make\n          the statements therein, in light of the circumstances under which they\n          were made, not misleading. Without limiting the foregoing, such\n          counsel may state further that such counsel assumes no responsibility\n          for, and has not independently verified, the accuracy, completeness or\n          fairness of the exhibits, financial statements, notes and schedules\n          and other financial or statistical data included in any Registration\n          Statement contemplated by this Agreement or the related Prospectus;\n          and\n\n                                      11\n\n \n                      (3) a customary comfort letter, dated as of the date of\n               Consummation of the Exchange Offer or the date of effectiveness\n               of the Shelf Registration Statement, as the case may be, from the\n               Company's independent accountants, in the customary form and\n               covering matters of the type customarily covered in comfort\n               letters by underwriters in connection with primary underwritten\n               offerings, and affirming the matters set forth in the comfort\n               letters delivered pursuant to Section 7(h) of the Purchase\n               Agreement, without exception;\n\n               (B)    set forth in full or incorporate by reference in the\n          underwriting agreement, if any, the indemnification provisions and\n          procedures of Section 8 hereof with respect to all parties to be\n          indemnified pursuant to said Section; and\n\n               (C)    deliver such other documents and certificates as may be\n          reasonably requested by such parties to evidence compliance with\n          clause (A) above and with any customary conditions contained in the\n          underwriting agreement or other agreement entered into by the Company\n          pursuant to this clause (xi), if any.\n\n          If at any time the Company or the Guarantors become aware that the\nrepresentations and warranties of the Company and the Guarantors contemplated in\nclause (A)(1) above cease to be true and correct, the Company or the Guarantors\nshall so advise the Initial Purchasers and the underwriter(s), if any, and each\nselling Holder promptly and, if requested by such Persons, shall confirm such\nadvice in writing;\n\n               (xii)  prior to any public offering of Transfer Restricted\n     Securities, cooperate with, and cause the Guarantors to cooperate with, the\n     selling Holders, the underwriter(s), if any, and their respective counsel\n     in connection with the registration and qualification of the Transfer\n     Restricted Securities under the securities or Blue Sky laws of such\n     jurisdictions as the selling Holders or underwriter(s) may reasonably\n     request and do any and all other acts or things reasonably necessary or\n     advisable to enable the disposition in such jurisdictions of the Transfer\n     Restricted Securities covered by the Shelf Registration Statement;\n     provided, however, that neither the Company nor the Guarantors shall be\n     required to register or qualify as a foreign corporation where it is not\n     now so qualified or to take any action that would subject it to the service\n     of process in suits or to taxation, other than as to matters and\n     transactions relating to the Registration Statement, in any jurisdiction\n     where it is not now so subject;\n\n               (xiii) shall issue, upon the request of any Holder of Series A\n     Notes covered by the Shelf Registration Statement, Series B Notes, having\n     an aggregate principal amount equal to the aggregate principal amount of\n     Series A Notes surrendered to the Company by such Holder in exchange\n     therefor or being sold by such Holder; such Series B Notes to be registered\n     in the name of such Holder or in the name of the purchaser(s) of such\n     Senior Notes, as the case may be; in return, the Series A Notes held by\n     such Holder shall be surrendered to the Company for cancellation;\n\n               (xiv)  cooperate with, and cause the Guarantors to cooperate\n     with, the selling Holders and the underwriter(s), if any, to facilitate the\n     timely preparation and \n\n                                      12\n\n \n     delivery of certificates representing Transfer Restricted Securities to be\n     sold and not bearing any restrictive legends; and enable such Transfer\n     Restricted Securities to be in such denominations and registered in such\n     names as the Holders or the underwriter(s), if any, may request at least\n     two business days prior to any sale of Transfer Restricted Securities made\n     by such underwriter(s);\n\n               (xv)    use its best efforts to cause the Transfer Restricted\n     Securities covered by the Registration Statement to be registered with or\n     approved by such other governmental agencies or authorities as may be\n     necessary to enable the seller or sellers thereof or the underwriter(s), if\n     any, to consummate the disposition of such Transfer Restricted Securities,\n     subject to the proviso contained in clause (viii) above;\n\n               (xvi)   if any fact or event contemplated by clause (c)(iii)(D)\n     above shall exist or have occurred, prepare a supplement or post-effective\n     amendment to the Registration Statement or related Prospectus or any\n     document incorporated therein by reference or file any other required\n     document so that, as thereafter delivered to the purchasers of Transfer\n     Restricted Securities, the Prospectus will not contain an untrue statement\n     of a material fact or omit to state any material fact necessary to make the\n     statements therein not misleading;\n\n               (xvii)  provide a CUSIP number for all Transfer Restricted\n     Securities not later than the effective date of the Registration Statement\n     and provide the Trustee under the Indenture with printed certificates for\n     the Transfer Restricted Securities which are in a form eligible for deposit\n     with the Depository Trust Company;\n\n               (xviii) cooperate and assist in any filings required to be made\n     with the NASD and in the performance of any due diligence investigation by\n     any underwriter (including any 'qualified independent underwriter') that is\n     required to be retained in accordance with the rules and regulations of the\n     NASD, and use its reasonable best efforts to cause such Registration\n     Statement to become effective and approved by such governmental agencies or\n     authorities as may be necessary to enable the Holders selling Transfer\n     Restricted Securities to consummate the disposition of such Transfer\n     Restricted Securities;\n\n               (xix)   otherwise use its best efforts to comply with all\n     applicable rules and regulations of the Commission, and make generally\n     available to its security holders, as soon as practicable, a consolidated\n     earnings statement meeting the requirements of Rule 158 (which need not be\n     audited) for the twelve-month period (A) commencing at the end of any\n     fiscal quarter in which Transfer Restricted Securities are sold to\n     underwriters in a firm or best efforts Underwritten Offering or (B) if not\n     sold to underwriters in such an offering, beginning with the first month of\n     the Company's first fiscal quarter commencing after the effective date of\n     the Registration Statement;\n\n               (xx)    cause the Indenture to be qualified under the TIA not\n     later than the effective date of the first Registration Statement required\n     by this Agreement, and, in connection therewith, cooperate, and cause the\n     Guarantors to cooperate, with the Trustee and the Holders of Senior Notes\n     to effect such changes to the Indenture as may be\n\n                                      13\n\n \n     required for such Indenture to be so qualified in accordance with the terms\n     of the TIA; and execute, and cause the Guarantors to execute, and use its\n     best efforts to cause the Trustee to execute, all documents that may be\n     required to effect such changes and all other forms and documents required\n     to be filed with the Commission to enable such Indenture to be so qualified\n     in a timely manner; and\n\n               (xxi)  provide promptly to each Holder upon request each document\n     filed with the Commission pursuant to the requirements of Section 13 and\n     Section 15 of the Exchange Act.\n\n          Each Holder agrees by acquisition of a Transfer Restricted Security\nthat, upon receipt of any notice from the Company of the existence of any fact\nof the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith\ndiscontinue disposition of Transfer Restricted Securities pursuant to the\napplicable Registration Statement until such Holder's receipt of the copies of\nthe supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof,\nor until it is advised in writing (the 'Advice') by the Company that the use of\nthe Prospectus may be resumed, and has received copies of any additional or\nsupplemental filings that are incorporated by reference in the Prospectus.  If\nso directed by the Company, each Holder will deliver to the Company (at the\nCompany's expense) all copies, other than permanent file copies then in such\nHolder's possession, of the Prospectus covering such Transfer Restricted\nSecurities that was current at the time of receipt of such notice.  In the event\nthe Company shall give any such notice, the time period regarding the\neffectiveness of such Registration Statement set forth in Section 3 or 4 hereof,\nas applicable, shall be extended by the number of days during the period from\nand including the date of the giving of such notice pursuant to Section\n6(c)(iii)(D) hereof to and including the date when each selling Holder covered\nby such Registration Statement shall have received the copies of the\nsupplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or\nshall have received the Advice.\n\nSECTION 7.     REGISTRATION EXPENSES\n\n          (a)  All expenses incident to the Company's or the Guarantors'\nperformance of or compliance with this Agreement will be borne by the Company or\nthe Guarantors, regardless of whether a Registration Statement becomes\neffective, including without limitation: (i) all registration and filing fees\nand expenses (including filings made by any Initial Purchaser or Holder with the\nNASD (and, if applicable, the fees and expenses of any 'qualified independent\nunderwriter' and its counsel that may be required by the rules and regulations\nof the NASD)); (ii) all fees and expenses of compliance with federal securities\nand state Blue Sky or securities laws; (iii) all expenses of printing (including\nprinting certificates for the Series B Notes to be issued in the Exchange Offer\nand printing of Prospectuses), messenger and delivery services and telephone;\n(iv) all fees and disbursements of counsel for the Company, the Guarantors and,\nsubject to Section 7(b) below, the Holders of Transfer Restricted Securities;\n(v) all application and filing fees in connection with listing Senior Notes on a\nnational securities exchange or automated quotation system pursuant to the\nrequirements hereof; and (vi) all fees and disbursements of independent\ncertified public accountants of the Company and the Guarantors (including the\nexpenses of any special audit and comfort letters required by or incident to\nsuch performance).\n\n                                      14\n\n \n          The Company will, in any event, bear its and the Guarantors' internal\nexpenses (including, without limitation, all salaries and expenses of its\nofficers and employees performing legal or accounting duties), the expenses of\nany annual audit and the fees and expenses of any Person, including special\nexperts, retained by the Company.\n\n          (b)  In connection with any Registration Statement required by this\nAgreement (including, without limitation, the Exchange Offer Registration\nStatement and the Shelf Registration Statement), the Company will reimburse the\nInitial Purchasers and the Holders of Transfer Restricted Securities being\ntendered in the Exchange Offer and\/or resold pursuant to the 'Plan of\nDistribution' contained in the Exchange Offer Registration Statement or\nregistered pursuant to the Shelf Registration Statement, as applicable, for the\nreasonable fees and disbursements of not more than one counsel, who shall be\nLatham &amp; Watkins or such other counsel as may be chosen by the Holders of a\nmajority in principal amount of the Transfer Restricted Securities for whose\nbenefit such Registration Statement is being prepared.\n\nSECTION 8.     INDEMNIFICATION\n\n          (a)  The Company and each Guarantor jointly and severally agree to\nindemnify and hold harmless each Holder and each Person, if any, who controls\nany Holder within the meaning of Section 15 of the Act or Section 20 of the\nExchange Act, from and against any and all losses, claims, damages, liabilities\nand expenses (including reasonable costs of investigation) arising out of or\nbased upon any untrue statement or alleged untrue statement of a material fact\ncontained in any Registration Statement or Prospectus, or arising out of or\nbased upon any omission or alleged omission to state therein a material fact\nrequired to be stated therein or necessary to make the statements therein not\nmisleading, except insofar as such losses, claims, damages, liabilities or\nexpenses arise out of or are based upon any untrue statement or omission or\nalleged untrue statement or omission which has been made therein or omitted\ntherefrom in reliance upon and in conformity with the information relating to\nthe Holders furnished in writing to the Company by the Holders expressly for use\nin connection therewith.  The foregoing indemnity agreement shall be in addition\nto any liability which the Company and the Guarantors may otherwise have.\n\n          (b)  If any action, suit or proceeding shall be brought against the\nHolders or any Person controlling the Holders in respect of which indemnity may\nbe sought against the Company and the Guarantors, the Holders or such\ncontrolling Person shall promptly notify the parties against whom\nindemnification is being sought (the 'indemnifying parties'), and such\nindemnifying parties shall assume the defense thereof, including the employment\nof counsel and payment of all fees and expenses.  The Holders or any such\ncontrolling Person shall have the right to employ separate counsel in any such\naction, suit or proceeding and to participate in the defense thereof, but the\nfees and expenses of such counsel shall be at the expense of the Holders or such\ncontrolling Person unless (i) the indemnifying parties have agreed in writing to\npay such fees and expenses, (ii) the indemnifying parties have failed to assume\nthe defense and employ counsel, or (iii) the named parties to any such action,\nsuit or proceeding (including any impleaded parties) include both the Holders or\nsuch controlling Person and the indemnifying parties and the Holders or such\ncontrolling Person shall have been advised in writing by its counsel that\nrepresentation of such indemnified party and any indemnifying party by the same\ncounsel would be inappropriate under applicable standards of professional\nconduct (whether or \n\n                                      15\n\n \nnot such representation by the same counsel has been proposed) due to actual or\npotential differing interests between them (in which case the indemnifying party\nshall not have the right to assume the defense of such action, suit or\nproceeding on behalf of the Holders or such controlling Person). It is\nunderstood, however, that the indemnifying parties shall, in connection with any\none such action, suit or proceeding or separate but substantially similar or\nrelated actions, suits or proceedings in the same jurisdiction arising out of\nthe same general allegations or circumstances, be liable for the reasonable fees\nand expenses of only one separate firm of attorneys (in addition to any local\ncounsel) at any time for the Holders and controlling Persons not having actual\nor potential differing interests with the Holders or among themselves, which\nfirm shall be designated in writing by the Holders, and that all such fees and\nexpenses shall be reimbursed as they are incurred but only to the extent that\nsuch losses, claims, damages, liabilities or expenses are required to be paid by\nand indemnified party. The indemnifying parties shall not be liable for any\nsettlement of any such action, suit or proceeding effected without their written\nconsent, but if settled with such written consent, or if there be a final\njudgment for the plaintiff in any such action, suit or proceeding, the\nindemnifying parties agree to indemnify and hold harmless the Holders, to the\nextent provided in paragraph (a), and any such controlling Person from and\nagainst any loss, claim, damage, liability or expense by reason of such\nsettlement or judgment.\n\n          (c)  Each Holder, severally and not jointly, agrees to indemnify and\nhold harmless the Company and the Guarantors, and their directors and officers,\nand any Person who controls the Company or any Guarantor within the meaning of\nSection 15 of the Act or Section 20 of the Exchange Act to the same extent as\nthe indemnity from the Company and the Guarantors to the Holders set forth in\nparagraph (a) hereof, but only with respect to information relating to the\nHolders furnished in writing by or on behalf of the Holders expressly for use in\nthe Registration Statement or Prospectus.  If any action, suit or proceeding\nshall be brought against the Company or the Guarantors, any of their directors\nor officers, or any such controlling Person based on any Registration Statement\nor Prospectus, and in respect of which indemnity may be sought against the\nHolders pursuant to this paragraph (c), the Holders shall have the rights and\nduties given to the Company and the Guarantors by paragraph (b) above (except\nthat if the Company and the Guarantors shall have assumed the defense thereof\nthe Holders shall not be required to do so, but may employ separate counsel\ntherein and participate in the defense thereof, but the fees and expenses of\nsuch counsel shall be at the Holders' expense), and the Company and the\nGuarantors, their directors and officers, and any such controlling Person shall\nhave the rights and duties given to the Holders by paragraph (b) above.  The\nforegoing indemnity agreement shall be in addition to any liability which the\nHolders may otherwise have. \n\n          (d)  If the indemnification provided for in this Section 8 is\nunavailable (except if inapplicable according to its terms) to an indemnified\nparty under paragraphs (a) or (c) hereof in respect of any losses, claims,\ndamages, liabilities or expenses referred to therein, then an indemnifying\nparty, in lieu of indemnifying such indemnified party, shall contribute to the\namount paid or payable by such indemnified party as a result of such losses,\nclaims, damages, liabilities or expenses (i) in such proportion as is\nappropriate to reflect the relative benefits received by the Company and the\nGuarantors on the one hand and the Holders on the other hand from their sale of\nSenior Notes (it being expressly understood and agreed that the relative\nbenefits received by the Company and the Guarantors from the sale of the Senior\nNotes shall be equal to the amount of net proceeds received by the Company and\nthe Guarantors from the sale \n\n                                      16\n\n \nof the Series A Notes to the Initial Purchasers), or (ii) if the allocation\nprovided by clause (i) above is not permitted by applicable law, in such\nproportion as is appropriate to reflect not only the relative benefits referred\nto in clause (i) above but also the relative fault of the Company and the\nGuarantors on the one hand and the Holders on the other in connection with the\nstatements or omissions that resulted in such losses, claims, damages,\nliabilities or expenses, as well as any other relevant equitable considerations.\nThe relative fault of the Company and the Guarantors on the one hand and the\nHolders on the other hand shall be determined by reference to, among other\nthings, whether the untrue or alleged untrue statement of a material fact or the\nomission or alleged omission to state a material fact relates to information\nsupplied by the Company and the Guarantors on the one hand or by the Holders on\nthe other hand and the parties' relative intent, knowledge, access to\ninformation and opportunity to correct or prevent such statement or omission.\n\n          (e)  The Company, the Guarantors and the Holders agree that it would\nnot be just and equitable if contribution pursuant to this Section 8 were\ndetermined by a pro rata allocation or by any other method of allocation that\ndoes not take account of the equitable considerations referred to in paragraph\n(d) above.  The amount paid or payable by an indemnified party as a result of\nthe losses, claims, damages, liabilities and expenses referred to in paragraph\n(d) above shall be deemed to include, subject to the limitations set forth\nabove, any legal or other expenses reasonably incurred by such indemnified party\nin connection with investigating any claim or defending any such action, suit or\nproceeding.  Notwithstanding the provisions of this Section 8, the Holders shall\nnot be required to contribute any amount in excess of the amount by which the\nnet proceeds received by them in connection with the sale of the Senior Notes\nexceeds the amount of any damages which the Holders have otherwise been required\nto pay by reason of such untrue or alleged untrue statement or omission or\nalleged omission.  No Person guilty of fraudulent misrepresentation (within the\nmeaning of Section 11(f) of the Act) shall be entitled to contribution from any\nPerson who was not guilty of such fraudulent misrepresentation.\n\n          (f)  Any losses, claims, damages, liabilities or expenses for which an\nindemnified party is entitled to indemnification or contribution under this\nSection 8 shall be paid by the indemnifying party to the indemnified party as\nsuch losses, claims, damages, liabilities or expenses are incurred.  The\nindemnity and contribution agreements contained in this Section 8 and the\nrepresentations and warranties of the Company and the Guarantors set forth in\nthis Agreement shall remain operative and in full force and effect, regardless\nof (i) any investigation made by or on behalf of the Holders or any Person\ncontrolling the Holders, the Company and the Guarantors, their directors or\nofficers or any Person controlling the Company or the Guarantors, (ii)\nacceptance of any Series A Notes and payment therefor hereunder, and (iii) any\ntermination of this Agreement.  A successor to the Holders or any Person\ncontrolling the Holders, or to the Company and the Guarantors, their directors\nor officers or any Person controlling the Company or the Guarantors, shall be\nentitled to the benefits of the indemnity, contribution and reimbursement\nagreements contained in this Section 8.\n\n          (g)  No indemnifying party shall, without the prior written consent of\nthe indemnified party, effect any settlement of any pending or threatened\naction, suit or proceeding in respect of which any indemnified party is or could\nhave been a party and indemnity could have been sought hereunder by such\nindemnified party, unless such settlement includes an \n\n                                      17\n\n \nunconditional release of such indemnified party from all liability on claims\nthat are the subject matter of such action, suit or proceeding.\n\nSECTION 9.     RULE 144A\n\n          The Company hereby agrees with each Holder, for so long as any\nTransfer Restricted Securities remain outstanding, to make available to any\nHolder or beneficial owner of Transfer Restricted Securities in connection with\nany sale thereof and any prospective purchaser of such Transfer Restricted\nSecurities from such Holder or beneficial owner, the information required by\nRule 144A(d)(4) under the Act in order to permit resales of such Transfer\nRestricted Securities pursuant to Rule 144A.\n\nSECTION 10.    PARTICIPATION IN UNDERWRITTEN REGISTRATIONS\n\n          No Holder may participate in any Underwritten Registration hereunder\nunless such Holder (a) agrees to sell such Holder's Transfer Restricted\nSecurities on the basis provided in any underwriting arrangements approved by\nthe Persons entitled hereunder to approve such arrangements and (b) completes\nand executes all reasonable questionnaires, powers of attorney, indemnities,\nunderwriting agreements, lock-up letters and other documents required under the\nterms of such underwriting arrangements.\n\nSECTION 11.    SELECTION OF UNDERWRITERS\n\n          The Holders of Transfer Restricted Securities covered by the Shelf\nRegistration Statement who desire to do so may sell such Transfer Restricted\nSecurities in an Underwritten Offering.  In any such Underwritten Offering, the\ninvestment banker or investment bankers and manager or managers that will\nadminister the offering will be selected by the Holders of a majority in\naggregate principal amount of the Transfer Restricted Securities included in\nsuch offering; provided, that such investment bankers and managers must be\nreasonably satisfactory to the Company.\n\nSECTION 12.    MISCELLANEOUS\n\n          (a)  Remedies.  The Company and the Guarantors agree that monetary\n               --------                                                     \ndamages (including the liquidated damages contemplated hereby) would not be\nadequate compensation for any loss incurred by reason of a breach by it of the\nprovisions of this Agreement and hereby agree to waive the defense in any action\nfor specific performance that a remedy at law would be adequate.\n\n          (b)  No Inconsistent Agreements.  The Company will not, and will cause\n               --------------------------                                       \nthe Guarantors not to, on or after the date of this Agreement enter into any\nagreement with respect to its securities that is inconsistent with the rights\ngranted to the Holders in this Agreement or otherwise conflicts with the\nprovisions hereof.  Neither the Company nor the Guarantors has previously\nentered into any agreement granting any registration rights with respect to its\nsecurities to any Person which remains in effect as of the date hereof.  The\nrights granted to the Holders hereunder do not in any way conflict with and are\nnot inconsistent with the rights granted to the holders of the Company's\nsecurities under any agreement in effect on the date hereof.\n\n                                      18\n\n \n          (c)  Adjustments Affecting the Senior Notes.  The Company will not\n               --------------------------------------\ntake any action, or permit any change to occur, with respect to the Senior Notes\nthat would materially and adversely affect the ability of the Holders to\nConsummate any Exchange Offer.\n\n          (d)  Amendments and Waivers.  The provisions of this Agreement may not\n               ----------------------                                           \nbe amended, modified or supplemented, and waivers or consents to or departures\nfrom the provisions hereof may not be given unless the Company has obtained the\nwritten consent of Holders of a majority of the outstanding principal amount of\nTransfer Restricted Securities.  Notwithstanding the foregoing, a waiver or\nconsent to departure from the provisions hereof that relates exclusively to the\nrights of Holders whose securities are being tendered pursuant to the Exchange\nOffer and that does not affect directly or indirectly the rights of other\nHolders whose securities are not being tendered pursuant to such Exchange Offer\nmay be given by the Holders of a majority of the outstanding principal amount of\nTransfer Restricted Securities being tendered or registered.\n\n          (e)  Notices.  All notices and other communications provided for or\n               -------                                                       \npermitted hereunder shall be made in writing by hand-delivery, first-class mail\n(registered or certified, return receipt requested), telex, telecopier, or air\ncourier guaranteeing overnight delivery:\n\n               (i)  if to a Holder, at the address set forth on the records of\n     the Registrar under the Indenture, with a copy to the Registrar under the\n     Indenture; and\n\n               (ii) if to the Company or a Guarantor:\n\n                                   AmeriCredit Corp.\n                                   200 Bailey Avenue\n                                   Fort Worth, TX 76107\n                                   Telecopier No.: (817) 882-7101\n                                   Attention:  Chief Financial Officer\n\n                              With a copy to:\n\n                                   Jenkens &amp; Gilchrist, P.C.\n                                   1445 Ross Avenue, Suite 3200\n                                   Dallas, TX 75202\n                                   Telecopier No.: (214) 855-4300\n                                   Attention:  L. Steven Leshin, Esq.\n\n          All such notices and communications shall be deemed to have been duly\ngiven:  at the time delivered by hand, if personally delivered; five business\ndays after being deposited in the mail, postage prepaid, if mailed; when\nanswered back, if telexed; when receipt acknowledged, if telecopied; and on the\nnext business day, if timely delivered to an air courier guaranteeing overnight\ndelivery.\n\n          Copies of all such notices, demands or other communications shall be\nconcurrently delivered by the Person giving the same to the Trustee at the\naddress specified in the Indenture.\n\n                                      19\n\n \n          (f)  Successors and Assigns.  This Agreement shall inure to the\n               ----------------------\nbenefit of and be binding upon the successors and assigns of each of the\nparties, including without limitation and without the need for an express\nassignment, subsequent Holders of Transfer Restricted Securities; provided,\nhowever, that this Agreement shall not inure to the benefit of or be binding\nupon a successor or assign of a Holder unless and to the extent such successor\nor assign acquired Transfer Restricted Securities from such Holder.\n\n          (g)  Counterparts.  This Agreement may be executed in any number of\n               ------------                                                  \ncounterparts and by the parties hereto in separate counterparts, each of which\nwhen so executed shall be deemed to be an original and all of which taken\ntogether shall constitute one and the same agreement.\n\n          (h)  Headings.  The headings in this Agreement are for convenience of\n               --------                                                        \nreference only and shall not limit or otherwise affect the meaning hereof.\n\n          (i)  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED\n               -------------                                                    \nIN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE\nCONFLICT OF LAW RULES THEREOF.\n\n          (j)  Severability.  In the event that any one or more of the\n               ------------\nprovisions contained herein, or the application thereof in any circumstance, is\nheld invalid, illegal or unenforceable, the validity, legality and\nenforceability of any such provision in every other respect and of the remaining\nprovisions contained herein shall not be affected or impaired thereby.\n\n          (k)  Entire Agreement.  This Agreement together with the other\n               ----------------                                         \nOperative Documents (as defined in the Purchase Agreement) is intended by the\nparties as a final expression of their agreement and intended to be a complete\nand exclusive statement of the agreement and understanding of the parties hereto\nin respect of the subject matter contained herein.  There are no restrictions,\npromises, warranties or undertakings, other than those set forth or referred to\nherein with respect to the registration rights granted by the Company with\nrespect to the Transfer Restricted Securities.  This Agreement supersedes all\nprior agreements and understandings between the parties with respect to such\nsubject matter.\n\n                           [signature page follows]\n\n                                      20\n\n \n          IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first written above.\n \n                                         \nAmeriCredit Corp.\n\n\n\nBy \/s\/\n   ---------------------------------   \n   Daniel E. Berce\n   Vice Chairman and Chief Financial \n   Officer\n\n\nAmeriCredit Financial Services, Inc.       Americredit Corporation of California\n\n\n\nBy \/s\/                                     By \/s\/\n   ---------------------------------          ---------------------------------  \n   Daniel E. Berce                            Daniel E. Berce\n   Vice Chairman and Chief Financial          Vice Chairman and Chief Financial \n   Officer                                    Officer\n\n\n\nAmeriCredit Management Company.            ACF Investment Corp.\n\n\n\nBy \/s\/                                     By \/s\/\n   ---------------------------------          ---------------------------------  \n   Daniel E. Berce                            Daniel E. Berce\n   Vice Chairman and Chief Financial          Vice Chairman and Chief Financial \n   Officer                                    Officer\n\n\nAmeriCredit Financial Services of\nCanada Ltd.\n\n\n\nBy \/s\/                                     \n   ---------------------------------          \n   Daniel E. Berce                                \n   Vice Chairman and Chief Financial \n   Officer\n \n                                      21\n\n \nSalomon Smith Barney Inc.\nBear, Stearns &amp; Co. Inc.\nING Baring Furman Selz LLC\n\n\nBy: Salomon Smith Barney Inc.\n\n   \nBy \/s\/\n  ----------------------------\n             Director\n\n                                      22\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6685,7104],"corporate_contracts_industries":[9415,9416],"corporate_contracts_types":[9632,9629],"class_list":["post-43861","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-americredit-corp","corporate_contracts_companies-citigroup-inc","corporate_contracts_industries-financial__banks","corporate_contracts_industries-financial__credit","corporate_contracts_types-securities__registration","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43861","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43861"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43861"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43861"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43861"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}