HARBINGER GROUP INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 26th, 2012 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Harbinger Group Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Deutsche Bank Securities Inc., Jefferies & Company, Inc. and Macquarie Capital (USA) Inc. (collectively, the “Purchasers”), upon the terms set forth in the purchase agreement dated as of December 14, 2012 (the “Purchase Agreement”), U.S.$700,000,000 aggregate principal amount of its 7.875% Senior Secured Notes due 2019 (the “Offered Securities”). The Offered Securities will be issued pursuant to an Indenture, dated as of December 24, 2012 (the “Indenture”), between the Company and Wells Fargo Bank, National Association (the “Trustee”). As an inducement to the Purchasers, the Company agrees with the Purchasers, for the benefit of the holders of the Offered Securities (including, without limitation, the Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively the “Holders”), as follows:
HARBINGER GROUP INC.Supplemental Indenture • December 26th, 2012 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
