Common use of Covenants of the Issuers and the Guarantors Clause in Contracts

Covenants of the Issuers and the Guarantors. Each Issuer and each Guarantor covenants and agrees with the Initial Purchasers that: (a) The Issuers will prepare the Offering Memorandum in the form approved by the Initial Purchasers and will not amend or supplement the Offering Memorandum or the Final Memorandum including by filing documents under the Exchange Act which are incorporated by reference therein without first furnishing to Wachovia a copy of such proposed amendment or supplement or filing and will not use or file any amendment or supplement to which Wachovia may object. (b) The Issuers will furnish to the Initial Purchasers and to Counsel for the Initial Purchasers prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period referred to in paragraph (c) below, without charge, as many copies of the Offering Memorandum and any amendments and supplements thereto as they reasonably may request. (c) At any time prior to the completion of the distribution of the Notes by the Initial Purchasers, if any event occurs or condition exists as a result of which the Offering Memorandum, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it should be necessary to amend or supplement the Offering Memorandum to comply with applicable law, the Issuers will promptly (i) notify the Initial Purchasers of the same; (ii) subject to the requirements of paragraph (a) of this Section 4, prepare and provide to the Initial Purchasers, at the Issuers’ own expense, an amendment or supplement to the Offering Memorandum so that the statements in the Offering Memorandum, as so amended or supplemented, will not, in the light of the circumstances when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum, as amended or supplemented, will comply with applicable law; and (iii) supply any supplemented or amended Offering Memorandum to the Initial Purchasers and Counsel for the Initial Purchaser, without charge, in such quantities as may be reasonably requested. (d) The Issuers will (i) qualify the Notes and the Guarantees for sale by the Initial Purchasers under the laws of such jurisdictions as the Initial Purchasers may designate and (ii) maintain such qualifications for so long as required for the sale of the Notes by the Initial Purchasers. The Issuers will promptly advise the Initial Purchasers of the receipt by the Issuers of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (e) At any time prior to the completion of the distribution of the Notes by the Initial Purchasers, the Issuers will deliver to the Initial Purchasers such additional information concerning the business and financial condition of the Issuers as the Initial Purchasers may from time to time request and, whenever they or any of their subsidiaries publishes or makes available to the public (by filing with any regulatory authority or securities exchange or by publishing a press release or otherwise) any information that would reasonably be expected to be material in the context of the issuance of the Notes under this Agreement, shall promptly notify the Initial Purchasers as to the nature of such information or event. The Issuers will likewise notify the Initial Purchasers of (i) any decrease in the rating of the Notes or any other debt securities of the Issuers by any nationally recognized statistical rating organization (as defined in Rule 436(g)(2) under the Securities Act) or (ii) any notice or public announcement given of any intended or potential decrease in any such rating or that any such securities rating agency has under surveillance or review, with possible negative implications, its rating of the Notes, as soon as the Issuers become aware of any such decrease, notice or public announcement. (f) The Issuers will not, and will not permit any of their Affiliates to, resell any of the Notes that have been acquired by any of them, other than pursuant to an effective registration statement under the Securities Act or in accordance with Rule 144 under the Securities Act. (g) Except as contemplated in the Registration Rights Agreement, none of the Issuers or any of their Affiliates, nor any person acting on their behalf (other than the Initial Purchasers or any of their Affiliates, as to which no statement is made), will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Notes under the Securities Act. (h) None of the Issuers or any of their Affiliates, nor any person acting on their behalf (other than the Initial Purchasers or any of their Affiliates, as to which no statement is made), will solicit any offer to buy or offer to sell the Notes by means of any form of general solicitation or general advertising (within the meaning of Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (i) None of the Issuers or any of their Affiliates, nor any person acting on their behalf (other than the Initial Purchasers or any of their Affiliates, as to which no statement is made), will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Notes, and each of them will comply with the offering restrictions requirements of Regulation S. (j) None of the Issuers or any of their Affiliates, nor any person acting on their behalf (other than the Initial Purchasers or any of their Affiliates, as to which no statement is made), will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any securities of the same or a similar class as the Notes, other than the Notes offered or sold to the Initial Purchasers hereunder, in a manner which would require the registration under the Securities Act of the Notes. (k) So long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, at any time that either Issuer is not then subject to Section 13 or 15(d) of the Exchange Act, such Issuer will provide at its expense to each holder of the Notes and to each prospective purchaser (as designated by such holder) of the Notes, upon the request of such holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Securities Act. (This covenant is intended to be for the benefit of the holders, and the prospective purchasers designated by such holders from time to time, of the Notes.) (l) The Issuers will apply the net proceeds from the sale of the Notes as set forth under “Use of Proceeds” in the Offering Memorandum. (m) Until completion of the distribution, neither the Issuers nor any of their Affiliates will take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Issuers to facilitate the sale or resale of the Notes. (n) For so long as any Notes are outstanding, the Issuers and their subsidiaries will conduct their operations in a manner that will not subject the Issuers or any subsidiary to registration as an investment company under the Investment Company Act. (o) Each Note will bear a legend substantially to the following effect until such legend shall no longer be necessary or advisable because the Notes are no longer subject to the restrictions on transfer described therein: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, THE SECURITIES ACT, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS CONTAINED IN THE INDENTURE UNDER WHICH THIS NOTE WAS ISSUED. (p) The Issuers will not, directly or indirectly, offer, sell, contract to sell or otherwise dispose of any debt securities of the Issuers or warrants to purchase debt securities of the Issuers substantially similar to the Notes (other than the Notes offered pursuant to this Agreement and the exchange offer for the Existing Notes) for a period of 120 days after the date hereof, without the prior written consent of Wachovia. (q) The Issuers will, promptly after they have notified the Initial Purchasers of any intention by the Issuers to treat the Transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), deliver a duly completed copy of IRS Form 8886 or any successor form to the Initial Purchasers.

Covenants of the Issuers and the Guarantors. Each Issuer and each Guarantor covenants and agrees with the Initial Purchasers that: (a) The Issuers will prepare the Offering Memorandum in the form approved by the Initial Purchasers and will not amend or supplement the Offering Memorandum or the Final Memorandum including by filing documents under the Exchange Act which are incorporated by reference therein without first furnishing to Wachovia Citi a copy of such proposed amendment or supplement or filing and will not use or file any amendment or supplement to which Wachovia Citi may object. (b) The Issuers will furnish to the Initial Purchasers and to Counsel for the Initial Purchasers prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period referred to in paragraph (c) below, without charge, as many copies of the Offering Memorandum and any amendments and supplements thereto as they reasonably may request. (c) At any time prior to the completion of the distribution of the Notes by the Initial Purchasers, if any event occurs or condition exists as a result of which the Offering Memorandum, as then amended or supplemented, would include any 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, or if it should be necessary to amend or supplement the Offering Memorandum to comply with applicable law, the Issuers will promptly (i) notify the Initial Purchasers of the same; (ii) subject to the requirements of paragraph (a) of this Section 4, prepare and provide to the Initial Purchasers, at the Issuers’ own expense, an amendment or supplement to the Offering Memorandum so that the statements in the Offering Memorandum, as so amended or supplemented, will not, in the light of the circumstances when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum, as amended or supplemented, will comply with applicable law; and (iii) supply any supplemented or amended Offering Memorandum to the Initial Purchasers and Counsel for the Initial Purchaser, without charge, in such quantities as may be reasonably requested. (d) The Issuers will (i) qualify the Notes and the Guarantees for sale by the Initial Purchasers under the laws of such jurisdictions as the Initial Purchasers may designate and (ii) maintain such qualifications for so long as required for the sale of the Notes by the Initial Purchasers. The Issuers will promptly advise the Initial Purchasers of the receipt by the Issuers of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (e) At any time prior to the completion of the distribution of the Notes by the Initial Purchasers, the Issuers will deliver to the Initial Purchasers such additional information concerning the business and financial condition of the Issuers as the Initial Purchasers may from time to time request and, whenever they or any of their subsidiaries publishes or makes available to the public (by filing with any regulatory authority or securities exchange or by publishing a press release or otherwise) any information that would reasonably be expected to be material in the context of the issuance of the Notes under this Agreement, shall promptly notify the Initial Purchasers as to the nature of such information or event. The Issuers will likewise notify the Initial Purchasers of (i) any decrease in the rating of the Notes or any other debt securities of the Issuers by any nationally recognized statistical rating organization (as defined in Rule 436(g)(2) under the Securities Act) or (ii) any notice or public announcement given of any intended or potential decrease in any such rating or that any such securities rating agency has under surveillance or review, with possible negative implications, its rating of the Notes, as soon as the Issuers become aware of any such decrease, notice or public announcement. (f) The Issuers will not, and will not permit any of their Affiliates to, resell any of the Notes that have been acquired by any of them, other than pursuant to an effective registration statement under the Securities Act or in accordance with Rule 144 under the Securities Act. (g) Except as contemplated in the Registration Rights Agreement, none of the Issuers or any of their Affiliates, nor any person acting on their behalf (other than the Initial Purchasers or any of their Affiliates, as to which no statement is made), will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Notes under the Securities Act. (h) None of the Issuers or any of their Affiliates, nor any person acting on their behalf (other than the Initial Purchasers or any of their Affiliates, as to which no statement is made), will solicit any offer to buy or offer to sell the Notes by means of any form of general solicitation or general advertising (within the meaning of Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (i) None of the Issuers or any of their Affiliates, nor any person acting on their behalf (other than the Initial Purchasers or any of their Affiliates, as to which no statement is made), will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Notes, and each of them will comply with the offering restrictions requirements of Regulation S. (j) None of the Issuers or any of their Affiliates, nor any person acting on their behalf (other than the Initial Purchasers or any of their Affiliates, as to which no statement is made), will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any securities of the same or a similar class as the Notes, other than the Notes offered or sold to the Initial Purchasers hereunder, in a manner which would require the registration under the Securities Act of the Notes. (k) So long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, at any time that either Issuer is not then subject to Section 13 or 15(d) of the Exchange Act, such Issuer will provide at its expense to each holder of the Notes and to each prospective purchaser (as designated by such holder) of the Notes, upon the request of such holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Securities Act. (This covenant is intended to be for the benefit of the holders, and the prospective purchasers designated by such holders from time to time, of the Notes.) (l) The Issuers will apply the net proceeds from the sale of the Notes as set forth under “Use of Proceeds” in the Offering Memorandum. (m) Until completion of the distribution, neither the Issuers nor any of their Affiliates will take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Issuers to facilitate the sale or resale of the Notes. (n) For so long as any Notes are outstanding, the Issuers and their subsidiaries will conduct their operations in a manner that will not subject the Issuers or any subsidiary to registration as an investment company under the Investment Company Act. (o) Each Note will bear a legend substantially to the following effect until such legend shall no longer be necessary or advisable because the Notes are no longer subject to the restrictions on transfer described therein: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, THE SECURITIES ACT, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS CONTAINED IN THE INDENTURE UNDER WHICH THIS NOTE WAS ISSUED. (p) The Issuers will not, directly or indirectly, offer, sell, contract to sell or otherwise dispose of any debt securities of the Issuers or warrants to purchase debt securities of the Issuers substantially similar to the Notes (other than the Notes offered pursuant to this Agreement and the exchange offer for the Existing NotesAgreement) for a period of 120 60 days after the date hereof, without the prior written consent of WachoviaCiti. (q) The Issuers will, promptly after they have notified the Initial Purchasers of any intention by the Issuers to treat the Transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), deliver a duly completed copy of IRS Form 8886 or any successor form to the Initial Purchasers.

Covenants of the Issuers and the Guarantors. Each Issuer of the Issuers and the Guarantors, jointly and severally, covenant with each Guarantor covenants and agrees with the Initial Purchasers thatPurchaser as follows: (a) The Issuers will prepare the Offering Memorandum in the form approved by the Initial Purchasers and will not amend or supplement the Offering Memorandum or the Final Memorandum including by filing documents under the Exchange Act which are incorporated by reference therein without first furnishing to Wachovia a copy of such proposed amendment or supplement or filing and will not use or file any amendment or supplement to which Wachovia may object. (b) The Issuers will To furnish to the Initial Purchasers and to Counsel for the Initial Purchasers you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period referred to mentioned in paragraph Section 6(d) or (c) below, without chargee), as many copies of the Offering Time of Sale Memorandum, the Final Memorandum and any supplements and amendments and supplements thereto as they you may reasonably may request. (b) Before amending or supplementing the Preliminary Memorandum, the Time of Sale Memorandum or the Final Memorandum, to furnish to you a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which you reasonably object. (c) At To furnish to you a copy of each proposed Additional Written Offering Communication to be prepared by or on behalf of, used by, or referred to by any Issuer or Guarantor for purposes of offering and/or selling Securities and not to use or refer to any proposed Additional Written Offering Communication to which you reasonably object. (d) If the Time of Sale Memorandum is being used to solicit offers to buy the Securities at a time prior when the Final Memorandum is not yet available to the completion of the distribution of the Notes by the Initial Purchasers, if prospective purchasers and any event occurs shall occur or condition exists exist as a result of which it is necessary to amend or supplement the Offering Memorandum, as then amended or supplemented, would include any untrue statement Time of a material fact or omit to state any material fact necessary Sale Memorandum in order to make the statements therein, in the light of the circumstances under which they were madecircumstances, not misleading, or if if, in the reasonable opinion of counsel for the Initial Purchasers, it should be is necessary to amend or supplement the Offering Time of Sale Memorandum to comply with applicable law, the Issuers will promptly (i) notify forthwith to prepare and furnish, at its own expense, to the Initial Purchasers of the same; (ii) subject and to any dealer upon request, either amendments or supplements to the requirements Time of paragraph (a) of this Section 4, prepare and provide to the Initial Purchasers, at the Issuers’ own expense, an amendment or supplement to the Offering Sale Memorandum so that the statements in the Offering Memorandum, Time of Sale Memorandum as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Memorandum, as amended or supplemented, will comply with applicable law. (e) If, during such period after the date hereof and prior to the date on which all of the Securities shall have been sold by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order to make the statements therein, in the light of the circumstances when the Final Memorandum is delivered to a purchaser, not misleading, or if, in the reasonable opinion of counsel for the Initial Purchasers, it is necessary to amend or supplement the Final Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers, either amendments or supplements to the Final Memorandum so that the statements in the Final Memorandum as so amended or supplemented will not, in the light of the circumstances when the Offering Final Memorandum is delivered to a purchaser, be misleading or so that the Offering Final Memorandum, as amended or supplemented, will comply with applicable law; and (iii) supply any supplemented or amended Offering Memorandum to the Initial Purchasers and Counsel for the Initial Purchaser, without charge, in such quantities as may be reasonably requested. (df) The Issuers will (i) To endeavor to qualify the Notes Securities for offer and the Guarantees for sale by the Initial Purchasers under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may designate and (ii) maintain such qualifications for so long as required for the sale of the Notes by the Initial Purchasers. The Issuers will promptly advise the Initial Purchasers of the receipt by the Issuers of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (e) At any time prior to the completion of the distribution of the Notes by the Initial Purchasers, the Issuers will deliver to the Initial Purchasers such additional information concerning the business and financial condition of the Issuers as the Initial Purchasers may from time to time request and, whenever they or any of their subsidiaries publishes or makes available to the public (by filing with any regulatory authority or securities exchange or by publishing a press release or otherwise) any information that would you shall reasonably be expected to be material in the context of the issuance of the Notes under this Agreement, shall promptly notify the Initial Purchasers as to the nature of such information or event. The Issuers will likewise notify the Initial Purchasers of (i) any decrease in the rating of the Notes or any other debt securities of the Issuers by any nationally recognized statistical rating organization (as defined in Rule 436(g)(2) under the Securities Act) or (ii) any notice or public announcement given of any intended or potential decrease in any such rating or that any such securities rating agency has under surveillance or review, with possible negative implications, its rating of the Notes, as soon as the Issuers become aware of any such decrease, notice or public announcement. (f) The Issuers will not, and will not permit any of their Affiliates to, resell any of the Notes that have been acquired by any of them, other than pursuant to an effective registration statement under the Securities Act or in accordance with Rule 144 under the Securities Actrequest. (g) Except as Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the Registration Rights performance of its obligations under this Agreement, none including: (i) the fees, disbursements and expenses of counsel to the Issuers and the Guarantors and the accountants of the Issuers, the Guarantors or other entities in connection with the issuance and sale of the Securities and all other fees or expenses in connection with the preparation of the Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum, any Additional Written Offering Communication prepared by or on behalf of, used by, or referred to by the any Issuer or Guarantor and any amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the delivering of copies thereof to the Initial Purchasers, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Initial Purchasers, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(f) hereof, including filing fees and the reasonable fees and disbursements of one firm of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) any fees charged by rating agencies for the rating of the Securities, (v) the fees and expenses, if any, incurred in connection with the admission of the Securities for trading in PORTAL or any appropriate market system, (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (vii) the cost of the preparation, issuance and delivery of the Securities, (viii) the costs and expenses of the Issuers and the Guarantors relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Issuers, travel and lodging expenses of the representatives and officers of the Issuers and the Guarantors and any such consultants, and 50 percent of the cost of any aircraft chartered in connection with the road show, (ix) the document production charges and expenses associated with printing this Agreement and (x) all other cost and expenses incident to the performance of the obligations of the Issuers and the Guarantors hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8, and the last paragraph of Section 10, the Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (h) No securities of either Issuer of the same class as the Notes have been offered, issued or sold by the Issuers or any of their Affiliates, nor any person acting on their behalf respective Affiliates (other than the Initial Purchasers or any as defined in Rule 501(b) of their Affiliates, as to which no statement is made), will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Notes Regulation D under the Securities Act. (h) None within the six-month period immediately prior to the date hereof; and the Issuers do not have any intention of making, and will not make, an offer or sale of such securities of the Issuers or any of their Affiliatesthe same class as the Notes, nor any person acting on their behalf (other than for a period of six months after the Initial Purchasers or any date of their Affiliatesthis Agreement, as to which no statement is made), will solicit any offer to buy or offer to sell except for the offering of the Notes as contemplated by means of any form of general solicitation this Agreement or general advertising (within the meaning of Regulation D) or Registration Rights Agreement. As used in any manner involving a public offering within this paragraph, the meaning of terms “offer” and “sale” have the meanings specified in Section 4(22(a)(3) of the Securities Act. (i) None of the Issuers or any of their Affiliates, nor any person acting on their behalf (other than the Initial Purchasers or any of their Affiliates, as to which no statement is made), will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Notes, and each of them will comply with the offering restrictions requirements of Regulation S. (j) None of the Issuers or any of their Affiliates, nor any person acting on their behalf (other than the Initial Purchasers or any of their Affiliates, as to which no statement is made), will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any securities of the same or a similar class as the Notes, other than the Notes offered or sold to the Initial Purchasers hereunder, in a manner which would require the registration under the Securities Act of the Notes. (k) So long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, at any time that either Issuer is not then subject to Section 13 or 15(d) of the Exchange Act, such Issuer will provide at its expense to each holder of the Notes and to each prospective purchaser (as designated by such holder) of the Notes, upon the request of such holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Securities Act. (This covenant is intended to be for the benefit of the holders, and the prospective purchasers designated by such holders from time to time, of the Notes.) (l) The Issuers will apply the net proceeds from the sale of the Notes as set forth under “Use of Proceeds” in the Offering Memorandum. (m) Until completion of the distribution, neither the Issuers nor any of their Affiliates will take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Issuers to facilitate the sale or resale of the Notes. (n) For so long as any Notes are outstanding, the Issuers and their subsidiaries will conduct their operations in a manner that will not subject the Issuers or any subsidiary to registration as an investment company under the Investment Company Act. (o) Each Note will bear a legend substantially to the following effect until such legend shall no longer be necessary or advisable because the Notes are no longer subject to the restrictions on transfer described therein: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, THE SECURITIES ACT, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS CONTAINED IN THE INDENTURE UNDER WHICH THIS NOTE WAS ISSUED. (p) The Issuers will not, directly or indirectly, offer, sell, contract to sell or otherwise dispose of any debt securities of the Issuers or warrants to purchase debt securities of the Issuers substantially similar to the Notes (other than the Notes offered pursuant to this Agreement and the exchange offer for the Existing Notes) for a period of 120 days after the date hereof, without the prior written consent of Wachovia. (q) The Issuers will, promptly after they have notified the Initial Purchasers of any intention by the Issuers to treat the Transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), deliver a duly completed copy of IRS Form 8886 or any successor form to the Initial Purchasers.

Covenants of the Issuers and the Guarantors. Each Issuer of the Issuers and the Signing Guarantors covenants, and upon execution and delivery of the Joinder Agreement, each Guarantor covenants and agrees of the Closing Guarantors will covenant, with the each Initial Purchasers thatPurchaser as follows: (a) The Issuers will prepare the Offering Memorandum in the form approved by the Initial Purchasers and will not amend or supplement the Offering Memorandum or the Final Memorandum including by filing documents under the Exchange Act which are incorporated by reference therein without first furnishing to Wachovia a copy of such proposed amendment or supplement or filing and will not use or file any amendment or supplement to which Wachovia may object. (b) The Issuers will To furnish to the Initial Purchasers and to Counsel for the Initial Purchasers prior to 10:00 a.m. you in New York City time on City, without charge, as promptly as practicable following the Time of Sale and in any event not later than the second business day next succeeding following the date of this Agreement hereof and during the period referred to mentioned in paragraph Section 6(d) or (c) below, without chargee), as many copies of the Offering Memorandum Time of Sale Memorandum, the Final Memorandum, any documents incorporated by reference therein and any supplements and amendments and supplements thereto as they you may reasonably may request. (b) Before amending or supplementing the Preliminary Memorandum, the Time of Sale Memorandum or the Final Memorandum, to furnish to you a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which you reasonably object. (c) At any time prior To furnish to the completion you a copy of the distribution of the Notes each proposed Additional Written Offering Communication to be prepared by or on behalf of, used by, or referred to by the Initial Purchasers, if Issuers and not to use or refer to any proposed Additional Written Offering Communication to which you reasonably object. (d) If the Time of Sale Memorandum is being used to solicit offers to buy the Securities at a time when the Final Memorandum is not yet available to prospective purchasers and any event occurs shall occur or condition exists exist as a result of which it is necessary to amend or supplement the Offering Memorandum, as then amended or supplemented, would include any untrue statement Time of a material fact or omit to state any material fact necessary Sale Memorandum in order to make the statements therein, in the light of the circumstances under which they were are made, not misleadingmisleading or if, in the judgment of the Representatives or if counsel for the Initial Purchasers, it should be is necessary to amend or supplement the Offering Time of Sale Memorandum to comply with applicable law, the Issuers will promptly (i) notify forthwith to prepare and furnish, at its own expense, to the Initial Purchasers of the same; (ii) subject and to any dealer upon request, either amendments or supplements to the requirements Time of paragraph (a) of this Section 4, prepare and provide to the Initial Purchasers, at the Issuers’ own expense, an amendment or supplement to the Offering Sale Memorandum so that the statements in the Offering Memorandum, Time of Sale Memorandum as so amended or supplemented, supplemented will not, in the light of the circumstances under which they are made, when the Offering Memorandum is delivered to a purchaserSubsequent Purchaser, be misleading or so that the Offering Time of Sale Memorandum, as amended or supplemented, will comply with applicable law; . (e) If, during such period after the date hereof and (iii) supply prior to the date on which all of the Securities shall have been sold by the Initial Purchasers, any supplemented event shall occur or amended Offering condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or if, in the judgment of the Representatives or counsel for the Initial Purchasers, it is necessary to amend or supplement the Final Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers Purchasers, either amendments or supplements to the Final Memorandum so that the statements in the Final Memorandum as so amended or supplemented will not, in the light of the circumstances under which they are made, when delivered to a Subsequent Purchaser, be misleading or so that the Final Memorandum, as amended or supplemented, will comply with applicable law. (i) To cooperate with the Representatives and Counsel counsel for the Initial PurchaserPurchasers to qualify or register (or to obtain exemptions from qualifying or registering) all or any part of the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request, without chargeand to comply with such laws and to continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Securities and (ii) to advise the Representatives promptly of any notice with respect to any suspension of the qualification or registration of (or any such quantities exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, to use its reasonable best efforts to obtain the withdrawal thereof as may soon as possible. Notwithstanding the foregoing, neither Issuer nor any Guarantor shall be reasonably requested. (d) The Issuers will required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify; (ii) take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified; or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject. (g) Whether or not the Notes transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Issuers will pay or cause to be paid all costs and expenses incident to the performance of their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any transfer, stamp, documentary and similar taxes payable in connection therewith; (ii) the costs incident to the preparation and printing of the Preliminary Memorandum, any other Time of Sale Memorandum, any Additional Written Offering Communication and the Guarantees Final Memorandum (including any amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing the Transaction Documents; (iv) the fees and expenses of counsel for sale by the Initial Purchasers Issuers and the Guarantors and Gogo’s independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchasers Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (ii) maintain such qualifications including the related fees and expenses of counsel for so long as required for the sale of the Notes by the Initial Purchasers. The Issuers will promptly advise the Initial Purchasers of the receipt by the Issuers of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. ); (e) At any time prior to the completion of the distribution of the Notes by the Initial Purchasers, the Issuers will deliver to the Initial Purchasers such additional information concerning the business and financial condition of the Issuers as the Initial Purchasers may from time to time request and, whenever they or any of their subsidiaries publishes or makes available to the public (by filing with any regulatory authority or securities exchange or by publishing a press release or otherwisevi) any information that would reasonably be expected to be material in the context of the issuance of the Notes under this Agreement, shall promptly notify the Initial Purchasers as to the nature of such information or event. The Issuers will likewise notify the Initial Purchasers of (i) any decrease in fees charged by rating agencies for the rating of the Notes or Securities; (vii) the fees and expenses of the Trustee, the Collateral Agent and any other debt securities paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; (ix) the costs and expenses of the Issuers by relating to investor presentations on any nationally recognized statistical rating organization (as defined “road show” undertaken in Rule 436(g)(2) under connection with the Securities Act) marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or (ii) any notice or public announcement given dissemination of any intended or potential decrease electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in any such rating or that any such securities rating agency has under surveillance or review, connection with possible negative implications, its rating the road show presentations with the prior approval of the Notes, as soon as the Issuers become aware of any such decrease, notice or public announcement. (f) The Issuers will not, and will not permit any of their Affiliates to, resell any travel and lodging expenses of the Notes that have been acquired by any of them, other than pursuant to an effective registration statement under the Securities Act or in accordance with Rule 144 under the Securities Act. (g) Except as contemplated in the Registration Rights Agreement, none representatives and officers of the Issuers or the Guarantors and any such consultants; (x) all fees and expenses incurred with respect to negotiating, disclosing, creating and perfecting the security interests in the Collateral contemplated by the Security Documents (including the related fees and expenses of their Affiliates, nor any person acting on their behalf (other than counsel for the Initial Purchasers or any for all periods prior to and after the Closing Date); and (xi) all other cost and expenses incident to the performance of the obligations of the Issuers and the Guarantors hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8 and the last paragraph of Section 11, the Initial Purchasers will pay all of their Affiliatescosts and expenses, as to which no statement is made), will, directly or indirectly, make including fees and disbursements of their counsel and any advertising expenses connected with any offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Notes under the Securities Actthey may make. (h) None of the Issuers or any of their Affiliates, nor any person acting on their behalf (other than the Initial Purchasers Guarantors or any of their Affiliatesrespective Affiliates will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as to which no statement is madedefined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act. (i) Not to solicit any offer to buy or offer to sell the Notes Securities by means of any form of general solicitation or general advertising (within the meaning of as those terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act. (i) For so long as any of the Securities remain outstanding, to furnish to the Initial Purchasers copies of all reports and other communications (financial or otherwise) furnished by Gogo or the Issuers to the Trustee or to the holders of the Securities; (ii) prior to the Closing Date, to furnish to the Initial Purchasers, as soon as they have been prepared, a copy of any audited annual financial statements or unaudited interim financial statements of Gogo and its consolidated subsidiaries for any period subsequent to the period covered by the most recent financial statements appearing in the Time of Sale Memorandum and the Final Memorandum; and (iii) while any of the Securities remain outstanding, to make available, upon request, to any holder of such Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4), unless at such time Gogo shall be subject to Section 13 or 15(d) of the Exchange Act and shall have filed all reports required to be filed pursuant to such sections and the related rules and regulations of the Commission. (k) During the period of one year after the Closing Date, neither Issuer will be, nor will it become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (l) None of the Issuers Issuers, their respective Affiliates or any of their Affiliates, nor any person acting on their behalf (other than the Initial Purchasers or any of their Affiliates, as to which no statement is made), Purchasers) will engage in any directed selling efforts (within the meaning of as defined in Regulation S) with respect to the NotesSecurities, and each of them will comply with the offering restrictions requirements of Regulation S. (j) None of the Issuers or any of and their Affiliates, nor any respective Affiliates and each person acting on its or their behalf (other than the Initial Purchasers Purchasers) will comply with the offering restrictions requirement of Regulation S. (m) During the period of one year after the Closing Date, the Issuers will not, and will not permit any person that is an affiliate (as defined in Rule 144 under the Securities Act) at such time (or has been an affiliate within the three months preceding such time) to, resell any of the Securities that have been acquired by any of them, except for Securities purchased by the Issuers or any of their Affiliates, as to which no statement is made), will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any securities of the same or a similar class as the Notes, other than the Notes offered or sold to the Initial Purchasers hereunder, affiliates and resold in a manner which would require the registration under the Securities Act of the Notes. (k) So long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) transaction registered under the Securities Act, at . (n) Not to take any time that either Issuer is not then subject to Section 13 or 15(d) action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Exchange Act, such Issuer will provide at its expense to each holder of the Notes and to each prospective purchaser (as designated by such holder) of the Notes, upon the request of such holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Securities Act. (This covenant is intended to be for the benefit of the holders, and the prospective purchasers designated by such holders from time to time, of the Notescontemplated hereby.) (lo) The Issuers will To apply the net proceeds from the sale of the Notes as set forth Securities in the manner described under the caption “Use of Proceeds” in the Offering Time of Sale Memorandum and the Final Memorandum. (mp) Until completion During the period of 90 days following the date hereof, none of the distributionIssuers or the Guarantors will, neither without the Issuers nor any prior written consent of their Affiliates will takethe Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Issuers to facilitate the sale or resale of the Notes. (n) For so long as any Notes are outstanding, the Issuers and their subsidiaries will conduct their operations in a manner that will not subject the Issuers or any subsidiary to registration as an investment company under the Investment Company Act. (o) Each Note will bear a legend substantially to the following effect until such legend shall no longer be necessary or advisable because the Notes are no longer subject to the restrictions on transfer described therein: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, THE SECURITIES ACT, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS CONTAINED IN THE INDENTURE UNDER WHICH THIS NOTE WAS ISSUED. (p) The Issuers will not, directly or indirectlysell, offer, contract or grant any option to sell, contract to sell pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Issuers or warrants to purchase any Guarantor or securities exchangeable for or convertible into debt securities of the Issuers substantially similar to the Notes or any Guarantor (other than the Notes offered pursuant to as contemplated by this Agreement and the exchange offer for the Existing Notes) for a period of 120 days after the date hereof, without the prior written consent of WachoviaAgreement). (q) The Issuers willwill deliver to each Initial Purchaser (or its agent), promptly after they have notified on the date of execution of this Agreement, one or more properly completed and executed Certifications Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and Issuers undertake to provide such additional supporting documentation as each Initial Purchaser may reasonably request in connection with the verification of the foregoing Certification. (r) On the date each Closing Guarantor executes and delivers the Joinder Agreement, such Closing Guarantors shall use their reasonable best efforts to cause to be delivered to the Initial Purchasers an opinion of outside counsel for such Closing Guarantor, dated the date of delivery of the Joinder Agreement, in form and substance reasonably satisfactory to the Representatives. (s) That all payments to be made by or on behalf of any intention by of the Closing Guarantors hereunder shall be paid free and clear of and without withholding or deduction for, or on account of, any present or future taxes, levies, imposts, duties or charges whatsoever unless the Issuers or Guarantors are required by law to treat deduct or withhold such taxes, levies, imposts, duties or governmental charges. In that event, the Transactions Closing Guarantors shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made, except (i) to the extent that such taxes, levies, imposts, duties, governmental charges or other deductions or withholdings were imposed due to the failure of an Initial Purchaser, upon the request of the Issuers or any Guarantor, to use its reasonable efforts to provide any form, certificate, document or other information that would have reduced or eliminated the withholding or deduction of such taxes, levies, imposts, duties or governmental charges, (ii) to the extent such taxes, levies, imposts, duties or governmental charges would not have been imposed but for the recipient being a resident of the jurisdiction imposing such taxes, having any other present or former connection with such jurisdiction or having a permanent establishment therein, provided that, for the avoidance of doubt, no recipient shall be deemed resident of any applicable jurisdiction imposing such taxes, levies, imposts, duties or governmental charges, having any other present or former connection with such jurisdiction or having a permanent establishment therein solely as a result of the recipient having executed, performed its obligations under, or received payments pursuant to, or from the enforcement of, this Agreement, or (iii) no additional amounts shall be payable with respect to (x) any U.S. federal, state or local taxes, levies, imposts, duties or governmental charges, (y) any taxes, levies, imposts duties or governmental charges payable other than by deduction or withholding from payments made under or with respect to a Closing Guarantor’s obligation to an Initial Purchaser hereunder or (z) any taxes, levies, imposts, duties or governmental charges imposed or withheld pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “reportable transaction” Code”) as of the issue date (within the meaning or any amended or successor version of Treasury Regulation Section 1.6011-4such sections that is substantively comparable and not materially more onerous to comply with), deliver a duly completed copy any current or future regulations promulgated thereunder, any official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of IRS Form 8886 the Code or any successor form fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention between a non-U.S. jurisdiction and the United States with respect to the Initial Purchasersforegoing.