Joinder to Registration Rights Agreement
Exhibit 4.4
EXECUTION VERSION
Joinder to Registration Rights Agreement
November 5, 2010
▇.▇. ▇▇▇▇▇▇ Securities LLC
c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Reference is made to the Registration Rights Agreement (the “Registration Rights Agreement”) dated as of November 5, 2010 by and among Viking Acquisition Inc., a Delaware corporation (the “Company”), and ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”),for itself and on behalf of RBC Capital Markets Corporation and Natixis Securities North America Inc. ( together with ▇.▇. ▇▇▇▇▇▇, the “Initial Purchasers”) concerning the sale by the Company to the Initial Purchasers of $275.0 million aggregate principal amount of the Company’s 9.250% Senior Notes due 2018 (the “Securities”). Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Registration Rights Agreement.
Each of STP Products Manufacturing Company and The Armor All/STP Products Company (collectively, the “Guarantors”) agree that this letter agreement is being executed and delivered in connection with the issue and sale of the Securities pursuant to the Purchase Agreement.
1. Joinder of the Guarantors. Each of the Guarantors hereby agrees to become bound by the terms, conditions and other provisions of the Registration Rights Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as a Guarantor therein and as if such party executed the Registration Rights Agreement on the date thereof.
2. Representations, Warranties and Agreements of each of the Guarantors. Each of the Guarantors represents and warrants to, and agrees with, the several Initial Purchasers on and as of the date hereof that:
(a) such Guarantor has the corporate or organizational power and authority to execute, deliver and perform this Joinder Agreement and to consummate the transactions contemplated hereby and this Joinder Agreement has been duly authorized, executed and delivered by such Guarantor.
(b) the representations, warranties and agreements of the Guarantors set forth in the Registration Rights Agreement are true and correct on and as of the date hereof.
3. Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
4. 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.
5. Amendments. No amendment or waiver of any provision of this letter agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.
6. Headings. The headings in this letter agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us a counterpart hereof, whereupon this letter agreement will become a binding agreement among the Company, the Guarantors party hereto and the several Initial Purchasers in accordance with its terms.
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Very truly yours, | ||
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EACH OF THE GUARANTORS LISTED | ||
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
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Title: |
President and Chief Executive Officer | |
[Signature page to Joinder to Registration Rights Agreement]