Common use of Exchange Offer Clause in Contracts

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Company) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such Exchange Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) within 120 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes bear no restrictive legend thereon and shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially respective reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 180 days after the Issue Date and (iii) use their commercially respective reasonable best efforts to consummate complete the Exchange Offer within 180 240 days after the Issue Date. The Exchange Offer shall be deemed completed or consummated for purposes of this Agreement upon delivery by the Company to the Trustee under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Notes tendered (and not withdrawn) by Holders thereof pursuant to the Exchange Offer. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by to complete the CompanyExchange Offer) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing (which may be contained in the applicable letter of transmittal) that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange NotesNotes and (vi) the Holder is not acting on behalf of any Persons who could not truthfully make the foregoing representations.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT”) within 150 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange OfferEXCHANGE OFFER”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange NotesEXCHANGE NOTES”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain be subject to terms with respect to transfer restrictions or Liquidated Damages Additional Interest upon a Registration Default), which Exchange Notes may be issued, at the Company’s option, under the Indenture or any other indenture or supplemental indenture satisfying the requirements of this Agreement, (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 240 days after the Issue Date and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 270 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuers will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuers shall keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (of the Company or any Guarantor as defined in by Rule 405 under of the Securities Act) of any Issuer or, or if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act in connection with any re-sale resale of such Exchange Notes.

Exchange Offer. (a) Unless The Issuers and the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers Guarantors shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) within 60 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Transfer Restricted Securities that are Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their respective commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 180 days after the Issue Date, and (iii) use their commercially reasonable respective best efforts to consummate the Exchange Offer within 180 days 30 Business Days, or longer, if required by the federal securities laws, after the Issue Datedate on which the Exchange Offer Registration Statement is declared effective by the Commission. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuers and the Guarantors will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuers and Guarantors shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuers and the Guarantors in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer Act or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iviii) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (viv) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange NotesNotes and (v) it has full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Issuers and the Guarantors will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain restrictive legends, terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable best efforts to consummate the Exchange Offer within 180 270 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuers will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuers shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (of the Company or any Guarantor as defined in by Rule 405 under of the Securities Act) of any Issuer or, or if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange Notes.

Exchange Offer. (a) Unless To the Exchange Offer would violate extent not prohibited by any applicable law or any applicable interpretation of the staff of the Commission, the Issuers Issuer shall (i) file use its reasonable best efforts to cause to be declared effective under the Securities Act within 270 days after the Issue Date a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (Notes, including the guarantees with respect thereto, Guarantees thereof (the “Exchange Notes”) that are identical in all material respects to the Initial Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer Issuer will: (i) commence the Exchange Notes in exchange for surrender of Offer as soon as practicable after the Notes. The Company shall Exchange Offer Registration Statement is declared effective, (ii) keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders, and (iii) consummate the Exchange Offer within 40 days after the date on which the Exchange Offer Registration Statement is declared effective. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuer in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (viv) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Initial Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus comply with the applicable provisions of the Securities Act in connection with any re-sale resale of such Exchange Notes, (v) such Holder has full power and authority to transfer the Initial Notes in exchange for the Exchange Notes and that the Issuer will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims; and (vi) such Holder is not an “affiliate” (as defined in Rule 405 promulgated under the Securities Act) of the Issuer.

Exchange Offer. (aExcept as set forth in Section 2(b) Unless below, the Exchange Offer would violate applicable law or any applicable interpretation Company shall, for the benefit of the staff of Holders, at the CommissionCompany's cost, the Issuers shall (i) file a Registration Statement (with the “SEC within 210 calendar days after the Closing Date an Exchange Offer Registration Statement”) with the Commission Statement on an appropriate registration form with respect under the Securities Act relating to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially its reasonable best efforts to cause the such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC not later than the date which is 270 calendar days after the Closing Date, and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the provided such Exchange Offer Registration Statement being has been declared effective under the Securities Act by the CommissionSEC, the Company will offer promptly commence the Exchange Notes in exchange for surrender of the Notes. The Company shall Offer and keep the Exchange Offer open for not less than 20 Business Days (30 days, or longer if required by applicable law or otherwise extended by the Company) law, after the date notice of on which such Registration Statement was declared effective by the SEC (such period referred to herein as the "EXCHANGE PERIOD") and at the termination thereof, issue Exchange Notes in exchange for all Registrable Notes tendered prior thereto in the Exchange Offer is mailed to HoldersOffer. Each Holder that participates of Registrable Notes to be exchanged in the Exchange Offer will shall be required required, as a condition to participating in the Exchange Offer, to represent to that it acquires the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its businesssuch Holder's business and that it (i) is not an Affiliate of the Company, (ii) it does not hold any Notes to be exchanged for Exchange Notes in the Exchange Offer that were acquired other than in the ordinary course of business, (iii) is not a broker-dealer tendering Registrable Notes acquired directly from the Company, (iv) at the time of the Exchange Offer, has no arrangement arrangements or understanding understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply Notes. In connection with the registration and prospectus-delivery requirements of Exchange Offer, the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such Exchange Notes.Company shall:

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such Exchange Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Issuers shall (i) file a Registration Statement (the “"Exchange Offer Registration Statement”") within 105 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “"Exchange Notes”") that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 165 days after the Issue Date and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 195 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuers will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuers shall keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer Act or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iviii) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (viv) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange NotesNotes and (v) such Holder has full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Issuers will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Co-Issuers shall (i) file within 90 days of the Issue Date a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages Additional Interest upon a Registration Default), ) and (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 210 days after the Issue Date. Upon To the extent not prohibited by any applicable law or applicable interpretation of the Commission, upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer Co-Issuers will: (i) commence the Exchange Notes in exchange for surrender of Offer as soon as practicable after the Notes. The Company shall Exchange Offer Registration Statement is declared effective, (ii) keep the Exchange Offer open for not less than 20 Business Days business days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. , and (iii) use all commercially reasonable efforts to issue within 30 business days, or longer, if required by the federal securities laws, after the date on which the Exchange Offer Registration Statement is declared effective Exchange Notes in exchange for Notes tendered prior thereto in the Exchange Offer and to otherwise consummate the Exchange Offer Each Holder that participates in the Exchange Offer will be required to represent to the Company Co-Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer Act or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iviii) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (viv) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus comply with the applicable provisions of the Securities Act in connection with any re-sale resale of such Exchange Notes, (v) such Holder has full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Co-Issuers will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims; and (vi) such Holder is not an “affiliate” (as defined in Rule 405 promulgated under the Securities Act) of the Co-Issuers.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) The Company agrees to file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on promptly, but no later than the Filing Date, an appropriate registration form with respect offer to a registered offer exchange (the “Exchange Offer”) to exchange any and all of the Registrable Notes (other than Private Exchange Notes, if any) for a like aggregate principal amount of notes debt securities of the Company which are substantially identical to the Notes (including the guarantees with respect thereto, the “Exchange Notes”) that (and which are identical in all material respects entitled to the Notes benefits of the Indenture or a trust indenture which is substantially identical to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the Commission to effect or maintain the qualification thereof under the TIA) and which, in either case, has been qualified under the TIA), except that the Exchange Notes shall not have been registered pursuant to an effective Registration Statement under the Securities Act, shall contain terms no restrictive legend thereon, and shall contain no provisions for Liquidated Damages. The Exchange Offer shall be registered under the Securities Act on the appropriate form (the “Exchange Registration Statement”) and shall comply with respect all applicable tender offer rules and regulations under the Exchange Act. The Company agrees to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable efforts to (x) cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and promptly, but no later than the Effectiveness Date; (iiiy) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than at least 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date that notice of the Exchange Offer is first mailed to HoldersHolders and keep the Exchange Registration Statement effective until the completion of the Exchange Offer; and (z) complete the Exchange Offer within 210 days after the Issue Date. If after such Exchange Registration Statement is initially declared effective by the Commission, the Exchange Offer or the issuance of the Exchange Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder that who participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has that at the time of the completion of the Exchange Offer such Holder will have no arrangement or understanding with any Person to participate in the distribution (of the Exchange Notes, that such Holder is not an affiliate of the Company within the meaning of the Securities Act) , and any additional representations that counsel to the Company advises are necessary under then-existing interpretations of the Commission in order for the Exchange Registration Statement to be declared effective. Upon completion of the Exchange Notes Offer in violation of accordance with this Section 2, the provisions of the Securities Actthis Agreement shall continue to apply, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer ormutatis mutandis, if it is an affiliate, it will comply solely with the registration and prospectus-delivery requirements of the Securities Act respect to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Registrable Notes that are Private Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in exchange for respect of any Exchange Notes that were acquired as a result to which clause 2(c)(iv) hereof applies) pursuant to Section 3 of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such Exchange Notesthis Agreement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain restrictive legends, terms with respect to transfer restrictions or Liquidated Damages Additional Interest upon a Registration Default), (ii) use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable best efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuers will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuers shall keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (of the Company or any Guarantor as defined in by Rule 405 under of the Securities Act) of any Issuer or, or if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission within 270 days after the Issue Date on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain restrictive legends, terms with respect to transfer restrictions or Liquidated Damages Additional Interest upon a Registration Default), (ii) use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 360 days after the Issue Date and (iii) use their commercially reasonable best efforts to consummate the Exchange Offer within 180 390 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuers will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuers shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (of the Company or any Guarantor as defined in by Rule 405 under of the Securities Act) of any Issuer or, or if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange NotesNotes and (vi) such Holder has the full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Issuers will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation Each of the staff of Issuers jointly and severally agrees to use its reasonable best efforts to file with the CommissionSEC as soon as practicable after the Closing, but in no event later than the Issuers shall (i) file a Registration Statement Filing Date, documents pertaining to an offer to exchange (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including debt securities of the guarantees with respect thereto, the “Exchange Notes”) that Issuers which are identical in all material respects to the Notes (the "Exchange Notes") (and which are entitled to the benefits of the Indenture or a trust indenture which is substantially identical to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA) and which, in either case, has been qualified under the TIA), except that the Exchange Notes shall have been registered pursuant to an effective registration statement under the Securities Act and will not contain terms with respect to transfer restrictions or Liquidated Damages upon a restrictions. The Exchange Offer will be registered under the Securities Act on the appropriate form (the "Exchange Registration DefaultStatement"), (ii) and the Exchange Offer will comply with all applicable tender offer rules and regulations under the Exchange Act. Each of the Issuers jointly and severally agrees to use their commercially its reasonable best efforts to (x) cause the Exchange Offer Registration Statement to be declared become effective under the Securities Act and on or before the Effectiveness Date; (iiiy) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days at least 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer with respect to all Notes validly tendered on or prior to the 60th day following the date the Exchange Registration Statement is declared effective (in any event on or prior to the Consummation Date) (or, in the event of any extension of the Exchange Offer required by applicable law, the earliest day following any such extension). Each Holder that who participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has that at the time of the consummation of the Exchange Offer such Holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it that such Holder is not an affiliate (as defined in of either of the Issuers within the meaning of Rule 405 promulgated under the Securities Act) of any Issuer or, Act or if it is such an affiliate, that it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act Act, to the extent applicable, (iv) if such Holder and that is not a broker-dealeracting on behalf of any Person who could not truthfully make the foregoing representations. Upon consummation of the Exchange Offer in accordance with this Section 2, it is not engaged inthe provisions of this Agreement shall continue to apply, and does not intend mutatis mutandis, solely with respect to engage in, a distribution of Registrable Notes that are Private Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for held by Participating Broker-Dealers, and the Issuers shall have no further obligation to register Registrable Notes that were acquired as a result (other than Private Exchange Notes and Exchange Notes held by Participating Broker-Dealers) pursuant to Section 3 of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such Exchange Notesthis Agreement.

Exchange Offer. (a) Unless The Company shall file with the Exchange Offer would violate SEC, to the extent not prohibited by any applicable law or any applicable interpretation of the staff of the CommissionSEC, no later than the Issuers shall (i) file a Registration Statement Filing Date an offer to exchange (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes (other than the Private Exchange Notes, if any) for a like aggregate principal amount of notes (including debt securities of the guarantees with respect thereto, the “Exchange Notes”) Company that are identical in all material respects to the Notes (the "Exchange Notes") (and that are entitled to the benefits of the Indenture or a trust indenture that is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA) and that, in either case, has been qualified under the TIA), except that the Exchange Notes (other than Private Exchange Notes, if any) shall not have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain terms no restrictive legend thereon. The Exchange Offer shall be registered under the Securities Act on the appropriate form (the "Exchange Registration Statement") and shall comply with respect all applicable tender offer rules and regulations under the Exchange Act. The Company agrees to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable its best efforts to (x) cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and on or before the Effectiveness Date; (iiiy) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than at least 20 Business Days business days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 240th day following the Issue Date. If after such Exchange Registration Statement is declared effective by the SEC, the Exchange Offer or the issuance of the Exchange Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Exchange Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder that who participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has that at the time of the consummation of the Exchange Offer such Holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it Act and that such Holder is not an affiliate (as defined in Rule 405 under of the Securities Act) of any Issuer or, if it is an affiliate, it will comply with Company within the registration and prospectus-delivery requirements meaning of the Securities Act to the extent applicable, (iv) if such Holder and is not a broker-dealeracting on behalf of any persons or entities who could not truthfully make the foregoing representations. Upon consummation of the Exchange Offer in accor- dance with this Section 2, it is not engaged inthe provisions of this Agreement shall continue to apply, and does not intend mutatis mutandis, solely with respect to engage in, a distribution of Registrable Notes that are Private Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in exchange for respect of any Exchange Notes that were acquired as a result of market-making or to which clause 2(c)(v) hereof applies) pursuant to Section 3 hereof. No securities other trading activities, it will deliver a prospectus than the Exchange Notes shall be included in connection with any re-sale of such the Exchange NotesRegistration Statement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) within 180 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts on or prior to consummate the Exchange Offer within 180 210 days after the Issue Date. Upon ; provided that, the Issuers’ obligations to have the Exchange Offer Registration Statement declared effective shall be suspended until the date which is 60 days following the date upon which audited financial statements for the year ended December 31, 2005 first become available, to the extent that the Exchange Offer Registration Statement is prevented from being declared effective due to Parent’s (or the applicable Issuer’s) inability to produce five years of selected financial information as required by Item 301 of Commission Regulation S-K, and (iii) unless the Exchange Offer would not be permitted by applicable law or Commission policy, (a) commence the Exchange Offer and (b) use all commercially reasonable efforts to issue on or prior to 30 Business Days, or longer, if required by the federal securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep all Notes validly tendered and not withdrawn prior thereto in the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Company) after the date notice of the Exchange Offer is mailed to HoldersOffer. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate of the Issuers (as defined in Rule 405 under within the meaning of the Securities Act) of any Issuer or, if it is such an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange NotesNotes and (vi) such Holder has full power and authority to transfer the Notes in exchange for the Exchange Notes and that MagnaChip and the Co-Issuer will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims.

Exchange Offer. (a) Unless The Issuer shall, at the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the CommissionIssuer's cost (as set forth in Section 6 hereof), the Issuers shall (i) file (or confidentially submit) a Registration Statement (the “"Exchange Offer Registration Statement”") within 60 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “"Exchange Notes”") that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages Additional Interest upon a Registration Default), ) and (ii) use their commercially its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or prior to 120 days after the Issue Date and (iii) use their commercially its reasonable best efforts to consummate the Exchange Offer within 180 on or prior to 150 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuer will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuer shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuer in writing that (i) such Holder is not an affiliate of the Issuer within the meaning of the Securities Act, (ii) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (iiiii) it has at the time of the commencement of the Exchange Offer such Holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of as such term is used in the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus Prospectus in connection with any re-sale resale of such Exchange Notes. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers (as defined), and the Issuer shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) within 75 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes bear no restrictive legend thereon and shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially respective reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 150 days after the Issue Date and (iii) use their commercially respective reasonable best efforts to consummate complete the Exchange Offer within 180 days after the Issue Date. The Exchange Offer shall be deemed completed or consummated for purposes of this Agreement upon delivery by the Company to the Trustee under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Notes tendered (and not withdrawn) by Holders thereof pursuant to the Exchange Offer. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by to complete the CompanyExchange Offer) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing (which may be contained in the applicable letter of transmittal) that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange NotesNotes and (vi) the Holder is not acting on behalf of any Persons who could not truthfully make the foregoing representations.

Exchange Offer. (a) Unless Upon the occurrence of the Exchange Offer would violate applicable law or any applicable interpretation of in accordance with the staff of the CommissionRegistration Rights Agreement, the Issuers Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, and an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent provided for or relating to the authentication and delivery of such Unrestricted Global Note have been complied with, the Trustee shall authenticate (i) file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on one or more Unrestricted Global Notes in an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects equal to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender principal amount of the Notes. The Company shall keep beneficial interests in the Exchange Offer open Restricted Global Notes tendered for not less than 20 Business Days acceptance (or longer if required by applicable law or otherwise extended as certified to the Trustee by the Company) after by Persons that certify in the date notice applicable Letters of Transmittal that (1) they are not an affiliate (within the meaning of Rule 405 under the Securities Act) of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its businessCompany, (ii2) it they are not engaged in, and do not intend to engage in, and has no arrangement or understanding with any Person to participate in the in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in violation the Exchange Offer and (3) they are acquiring the Exchange Notes in its ordinary course of the provisions of the Securities Act, business (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements of the Securities Act to the extent applicable, (iv4) if such Holder is they are not a broker-dealer, it is that they are not engaged in, in and does do not intend to engage in, a in the distribution of the Exchange Notes and (v5) if such Holder is they are a broker-dealer that and will receive the Exchange Notes for its their own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it then they will deliver a prospectus Prospectus (as defined in the Registration Rights Agreement) in connection with any reresale of the Exchange Notes, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance (as certified to the Trustee by the Company) by Persons that certify in the applicable Letters of Transmittal that (1) they are not an affiliate (within the meaning of Rule 405 under the Securities Act) of the Company, (2) they are not engaged in, and do not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (3) they are acquiring the Exchange Notes in its ordinary course of business (4) if they are not a broker-sale dealer, that they are not engaged in and do not intend to engage in the distribution of the Exchange Notes and (5) if they are a broker-dealer and will receive the Exchange Notes for their own account in exchange for Notes that were acquired as a result of market-making or other trading activities, then they will deliver a Prospectus (as defined in the Registration Rights Agreement) in connection with any resale of the Exchange Notes, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Exchange Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company shall execute and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture.

Exchange Offer. (ai) Unless To the extent not prohibited by any applicable law or applicable policy of the SEC, the Company shall, for the benefit of the Holders, at the Company’s cost, (A) prepare and, on or prior to 270 days after the Issue Date (or if such 270th day is not a Business Day, on or prior to the first Business Day thereafter), file with the SEC an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Company to the Holders who are not prohibited by any law or policy of the SEC from participating in the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Transfer Restricted Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (iiB) use their commercially its reasonable best efforts to cause the such Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts by the SEC on or prior to consummate the Exchange Offer within 180 330 days after the Issue Date. Upon Date (or if such 330th day is not a Business Day, on or prior to the Exchange Offer first Business Day thereafter), (C) use its reasonable best efforts to keep such Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender a period of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Company) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”) and (D) use its reasonable best efforts to commence the Exchange Offer and, on or prior to 365 days after the Issue Date (or if such 365th day is not a Business Day, on or prior to the first Business Day thereafter), issue Exchange Notes in exchange for all Notes properly tendered and not withdrawn prior thereto in the Exchange Offer. Upon the effectiveness of the Exchange Offer will be required to represent to Registration Statement, the Company in writing that (i) any shall commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Transfer Restricted Notes for Exchange Notes to be received by it will be (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405 under the Securities Act, (b) is not a broker-dealer tendering Transfer Restricted Notes acquired directly from the Company (or an affiliate of the Company) for its own account, (c) acquired the Exchange Notes in the ordinary course of its business, such Holder’s business and (iid) it has no arrangement arrangements or understanding understandings with any Person to participate in the distribution Exchange Offer for the purpose of distributing (within the meaning of the Securities Act) of the Exchange Notes) and to transfer such Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 from and after their receipt without any limitations or restrictions on transfer under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration Act and prospectus-delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making under state securities or other trading activities, it will deliver a prospectus in connection with any re-sale of such Exchange Notesblue sky laws.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) within 120 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes bear no restrictive legend thereon and shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially respective reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 150 days after the Issue Date and (iii) use their commercially respective reasonable best efforts to consummate complete the Exchange Offer within 180 210 days after the Issue Date. The Exchange Offer shall be deemed completed or consummated for purposes of this Agreement upon delivery by the Company to the Trustee under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Notes tendered (and not withdrawn) by Holders thereof pursuant to the Exchange Offer. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by to complete the CompanyExchange Offer) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing (which may be contained in the applicable letter of transmittal) that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange NotesNotes and (vi) the Holder is not acting on behalf of any Persons who could not truthfully make the foregoing representations.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") within 90 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”"EXCHANGE OFFER") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”"EXCHANGE NOTES") that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially respective reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 150 days after the Issue Date and (iii) use their commercially respective reasonable best efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Company at the Company's option) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain restrictive legends, terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable best efforts to consummate the Exchange Offer within 180 270 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuers will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuers shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (of the Company or any Guarantor as defined in by Rule 405 under of the Securities Act) of any Issuer or, or if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged en- gaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of The Company shall file with the Commission, no later than the Issuers shall (i) file Filing Date, a Registration Statement (the “"Exchange Offer Registration Statement”") with the Commission on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “"Exchange Notes”") of the Company that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms no restrictive legend thereon. The Exchange Offer shall comply with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) all applicable tender offer rules and regulations under the Exchange Act and other applicable law. The Company shall use their commercially reasonable its best efforts to (x) cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and on or before the Effectiveness Date; (iiiy) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than at least 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice on which the Exchange Offer Registration Statement is declared effective; and (z) on or prior to the 45th day following the date on which the Exchange Offer Registration Statement is declared effective by the Commission, issue Exchange Notes for Notes tendered in the Exchange Offer. For purposes of this Section 2(a) only, if after the Exchange Offer Registration Statement is initially declared effective by the Commission, the Exchange Offer or the issuance of the Exchange Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, the Exchange Offer is mailed Registration Statement shall be deemed not to Holdershave become effective for purposes of this Agreement. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has such Holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it that such Holder is not an affiliate (as defined in Rule 405 under of the Company within the meaning of the Securities Act) of any Issuer Act or, if it such Holder is such an affiliate, that it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act applicable to the extent applicableit, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired accquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any re-sale resale of such Exchange Notes. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers (as defined), and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such Exchange Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable best efforts to consummate the Exchange Offer within 180 365 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuers will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuers shall keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing that at the time of the consummation of the Exchange Offer (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (“affiliate” of the Issuers, as defined in by Rule 405 under of the Securities Act) of any Issuer or, or if it is an affiliateaffiliate of the Issuers, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain restrictive legends, terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and Act, (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall , (iv) keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date the notice of the Exchange Offer is mailed to Holders, and (v) use their reasonable efforts to consummate the Exchange Offer within 220 days after the Issue Date (the “Exchange Date”); provided, however, that, subject to Section 2(c) and Section 4(a), the Issuers shall not be required to file the Exchange Offer Registration Statement, commence the Exchange Offer or consummate the Exchange Offer if all of the Notes held by Holders eligible to participate in such Exchange Offer are Freely Tradable on the Exchange Date. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (of the Company or any Guarantor as defined in by Rule 405 under of the Securities Act) of any Issuer , or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange Notes.

Exchange Offer. The Company shall, at its cost, prepare and, not later than 90 days after (aor if such 90th day is not a business day, the first business day thereafter) Unless the Exchange Offer would violate applicable law or any applicable interpretation original date of issue of the staff Senior Notes (the "Issue Date") of the CommissionSenior Notes, file with the Issuers shall (i) file a Registration Statement Securities and Exchange Commission (the “"Commission") a registration statement (the "Exchange Offer Registration Statement”") with the Commission on an appropriate registration form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a registered proposed offer (the “"Exchange Offer”") to exchange the Holders of Transfer Restricted Notes (as defined in Section 6 hereof), who are not prohibited by any and all law or policy of the Registrable Notes Commission from participating in the Exchange Offer, to issue and deliver to such Holders, in exchange for the Senior Notes, a like aggregate principal amount of notes debt securities (including the guarantees with respect thereto, the “"Exchange Notes”") that are of the Company issued under the Indenture and identical in all material respects to the Senior Notes (except that for the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (iirelating to the Senior Notes) that would be registered under the Securities Act. The Company shall use their commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 150 days (or if such 150th day is not a business day, the first business day thereafter) after the Issue Date of the Senior Notes and shall keep the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less fewer than 20 Business Days business days (or longer longer, if required by applicable law or otherwise extended by the Companylaw) after the date on which notice of the Exchange Offer is mailed to Holdersthe Holders (such period being called the "Exchange Offer Registration Period"). Each Holder that participates in If the Company effects the Exchange Offer, the Company will be entitled to close the Exchange Offer will be required to represent to 20 business days after the commencement thereof, provided that the Company has accepted all the Senior Notes theretofore validly tendered in writing that accordance with the terms of the Exchange Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder of Transfer Restricted Notes (ias defined in Section 6 hereof) any electing to exchange the Senior Notes for Exchange Notes to be received by it will be acquired in (assuming that such Holder is not an affiliate of the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (Company within the meaning of the Securities Act) , acquires the Exchange Notes in the ordinary course of such Holder's business and does not intend and has no arrangements or understandings with any person to participate in the distribution of the Exchange Notes in violation and is not prohibited by any law or policy of the provisions Commission from participating in the Exchange Offer) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. In connection with such Exchange Offer, the Company shall take such further action, including, without limitation, appropriate filings under state securities laws, as may be necessary to realize the foregoing objective subject to the proviso of Section 3(h). The Company acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (iiii) each Holder that is a broker-dealer electing to exchange Senior Notes, acquired for its own account as a result of market making activities or other trading activities, for Exchange Notes (an "Exchanging Dealer"), is required to deliver a prospectus containing the information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and in Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Notes received by such Exchanging Dealer pursuant to the Exchange Offer and (ii) the Initial Purchaser, if it elects to sell Exchange Notes acquired in exchange for Senior Notes constituting any portion of an unsold allotment, is not an affiliate (as defined in Rule 405 required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act) of any Issuer or, if it is an affiliateas applicable, it will comply in connection with such sale. The Company shall use its reasonable efforts to keep the registration Exchange Offer Registration Statement effective and prospectus-to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the extent applicableExchange Notes; provided, however, that (ivi) if in the case where such Holder is not a broker-dealerprospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or the Initial Purchaser, it is not engaged in, such period shall be the lesser of 180 days and does not intend to engage in, a distribution of the date on which all Exchanging Dealers and the Initial Purchaser have sold all Exchange Notes held by them (unless such period is extended pursuant to Section 3(j) below) and (vii) if the Company shall make such Holder is a prospectus and any amendment or supplement thereto available to any broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus use in connection with any re-sale resale of such any Exchange Notes for a period not less than 90 days after the consummation of the Exchange Offer. If, upon consummation of the Exchange Offer, the Initial Purchaser holds Senior Notes acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Notes pursuant to the Exchange Offer, shall issue and deliver to the Initial Purchaser upon the written request of the Initial Purchaser in exchange (the "Private Exchange") for the Senior Notes held by the Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States) to the Senior Notes (the "Private Exchange Notes."). The Senior Notes, the Exchange Notes and the Private Exchange Notes are herein collectively called the "Securities". In connection with the Exchange Offer, the Company shall:

Exchange Offer. (a) Unless To the Exchange Offer would violate extent not prohibited by any applicable law or any applicable interpretation of the staff of the CommissionSEC, the Issuers shall Company and the Trust shall, for the benefit of the Holders, at the Company's cost, use its reasonable best efforts to (i) file a Registration Statement (cause to be filed with the “SEC within 150 days after the Issue Date an Exchange Offer Registration Statement”) with the Commission Statement on an appropriate registration form with respect to a registered offer (under the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that Securities Act covering the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), Offer and (ii) use their commercially reasonable efforts to cause the such Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate by the Exchange Offer within SEC not later than the date which is 180 days after the Issue Date. In addition, in the event that the Company has filed a Shelf Registration Statement in accordance with the provisions of Section 2(b) in lieu of conducting an Exchange Offer in accordance with the foregoing sentence, the Company may, if permitted in accordance with then applicable regulations and the then current interpretations of the staff of the Commission, elect to conduct an Exchange Offer in accordance with the terms set forth herein, other than with respect to the specific timing requirements set forth in the foregoing sentence. In the event the Company conducts such an Exchange Offer subsequent to the filing and effectiveness of a Shelf Registration Statement, the Company's obligations to maintain such a Shelf Registration shall terminate. Upon the effectiveness of the Exchange Offer Registration Statement being declared effective by the CommissionStatement, the Company will offer and the Trust shall promptly commence the Exchange Notes in Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for surrender a like principal amount of Exchange Debentures or a like liquidation amount of Exchange Capital Securities, together with the Exchange Guarantee, as applicable (assuming that such Holder is not an affiliate of the Notes. The Company shall keep within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account, acquires the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Company) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired Securities in the ordinary course of its business, (ii) it such Holder's business and has no arrangement arrangements or understanding understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes in violation of the provisions of the Securities) to transfer such Exchange Securities Act, (iii) it is not an affiliate (as defined in Rule 405 from and after their receipt without any limitations or restrictions under the Securities Act) of any Issuer or, if it is an affiliate, it will comply Act and under state securities or blue sky laws. In connection with the registration Exchange Offer, the Company and prospectus-delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such Exchange Notes.Trust shall:

Exchange Offer. Except as set forth in Section 2(b) below, the Company shall, for the benefit of the Holders, at the Company's cost (ai) Unless cause to be filed with the SEC an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange Offer would violate applicable law or any applicable interpretation of within 120 calendar days after the staff of the Commission, the Issuers shall (i) file a Registration Statement Issue Date (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default"Filing Date"), (ii) use their commercially its reasonable best efforts to cause the such Exchange Offer Registration Statement to be declared effective under the Securities Act and by the SEC within 180 calendar days after the Issue Date (the "Effective Date"), (iii) use their commercially its reasonable best efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the keep such Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Holders and (iv) use its reasonable best efforts to cause the Exchange Offer will to be required to represent to consummated within 35 calendar days after the date that the Exchange Offer Registration Statement is declared effective (the "Consummation Date"). Promptly after the effectiveness of the Exchange Offer Registration Statement, the Company in writing shall commence the Exchange Offer, it being the objective of such Exchange Offer to enable each eligible Holder to exchange Registrable ROARS for a like principal amount of Exchange ROARS of the equivalent series (provided that such Holder (i) any is not an Affiliate of the Company, (ii) is not a broker-dealer tendering Registrable ROARS acquired directly from the Company, (iii) acquires the Exchange Notes to be received by it will be acquired ROARS in the ordinary course of its business, such Holder's business and (iiiv) it has no arrangement arrangements or understanding understandings with any Person to participate in the distribution Exchange Offer for the purpose of distributing Exchange ROARS). In connection with the Exchange Offer, the Company shall: (within the meaning i) mail to each Holder a copy of the Securities Act) Prospectus forming part of the Exchange Notes in violation Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (ii) keep the provisions Exchange Offer open for acceptance for a period of not less than 20 Business Days after the Securities Act, date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the "Exchange Period"); (iii) it is not an affiliate (as defined in Rule 405 under utilize the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements services of the Securities Act Depositary for the Exchange Offer with respect to the extent applicable, ROARS represented by a global certificate; (iv) if permit each Holder to withdraw tendered ROARS at any time prior to the close of business, New York City time, on the last Business Day of the Exchange Period, by sending to the institution specified in the notice to Holders, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the series and amount of ROARS delivered for exchange, and a statement that such Holder is not a broker-dealer, it is not engaged in, and does not intend withdrawing its election to engage in, a distribution of Exchange Notes and have such ROARS exchanged; (v) if notify each Holder that any ROARS not tendered by such Holder is a brokerin the Exchange Offer will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-dealer that will receive Dealers as provided herein); and (vi) otherwise comply in all respects with all applicable laws relating to the Exchange Notes Offer. As soon as practicable after the close of the Exchange Offer, the Company shall: (1) accept for its own account in exchange for Notes that were acquired as a result of market-making all ROARS or other trading activities, it will deliver a prospectus in connection with any re-sale of such portions thereof tendered and not validly withdrawn pursuant to the Exchange Notes.Offer; 4

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement (the “"Exchange Offer Registration Statement”") within 210 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “"Exchange Notes”") that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain restrictive legends, terms with respect to transfer restrictions or Liquidated Damages Additional Interest upon a Registration Default), (ii) use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 270 days after the Issue Date and (iii) use their commercially reasonable best efforts to consummate the Exchange Offer within 180 310 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuers will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuers shall keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (of the Company, the Co-Issuer or any Guarantor as defined in by Rule 405 under of the Securities Act) of any Issuer or, or if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange Notes, and (vi) such Holder has full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Issuers will acquire good and unencumbered title thereto (other than restrictions on transfer imposed by applicable law) and not subject to any adverse claims.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Issuers shall (i) file a Registration Statement (the “"Exchange Offer Registration Statement”") within 75 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “"Exchange Notes”") that are identical in all material respects to the Notes (except that the Exchange Notes bear no restrictive legend thereon and shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially respective reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act 7 -5- within 150 days after the Issue Date and (iii) use their commercially respective reasonable best efforts to consummate complete the Exchange Offer within 180 days after the Issue Date. The Exchange Offer shall be deemed completed or consummated for purposes of this Agreement upon delivery by the Company to the Trustee under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Notes tendered (and not withdrawn) by Holders thereof pursuant to the Exchange Offer. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by to complete the CompanyExchange Offer) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing (which may be contained in the applicable letter of transmittal) that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange NotesNotes and (vi) the Holder is not acting on behalf of any Persons who could not truthfully make the foregoing representations.

Exchange Offer. (a) Unless the Exchange Offer would violate not permitted by applicable law or any applicable interpretation of the staff interpretations of the Commission’s staff, the Issuers Company shall (i) use commercially reasonable efforts to prepare and file with the Commission a Registration Statement registration statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form under the 1933 Act with respect to a registered proposed offer (the “Exchange Offer”) to exchange the Holders of Transfer Restricted Securities (as defined below in Section 7(e)), who are not prohibited by any and all law or policy of the Registrable Notes Commission from participating in the Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of notes (including debt securities of the guarantees with respect theretoCompany issued under the Indenture, of the “Exchange Notes”) that are same series as, and otherwise substantially identical in all material respects to to, the Notes Initial Securities and registered under the 1933 Act (except that the “Exchange Notes Securities”). The Company shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared become effective under the Securities 1933 Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 270 days after the Issue Date. Upon Closing Time and will keep the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days 30 calendar days (or longer longer, if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holdersthe Holders (such period being called the “Exchange Period”). Each Holder that participates in If the Company commences the Exchange Offer, the Company will be entitled to consummate the Exchange Offer will be required to represent to upon the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) expiration of the Exchange Notes Period (provided that the Company has accepted all the Initial Securities theretofore validly tendered in violation accordance with the terms of the provisions Exchange Offer). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of the Exchange Offer to enable each Holder of Transfer Restricted Securities Act, electing to exchange its Initial Securities for the same principal amount of Exchange Securities (iii) it assuming that such Holder is not an affiliate (of the Company as defined in Rule 405 under the 1933 Act, acquires the Exchange Securities Act) in the ordinary course of such Holder’s business and has no arrangements or understandings with any Issuer or, if it is an affiliate, it will comply with person to participate in the registration and prospectus-delivery requirements distribution of the Exchange Securities Act and is not prohibited by any law or policy of the Commission from participating in the Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the extent applicable1933 Act. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the 1933 Act, in the absence of an applicable exemption therefrom, (iva) if such each Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder that is a broker-dealer that will receive Exchange Notes electing to exchange Initial Securities, acquired for its own account in exchange for Notes that were acquired as a result of market-market making activities or other trading activities, it will for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (i) Annex A hereto on the cover, (ii) Annex B hereto in the “The Exchange Offer” section and the “Purpose of the Exchange Offer” section, and (iii) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with any re-a sale of any such Exchange Notes.Securities received by such Exchanging Dealer pursuant to the Exchange Offer and (b) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Item 507 or Item 508, as applicable, of Regulation S-K in connection with such sale. The Company shall use commercially reasonable efforts to keep the Exchange Offer Registration Statement effective, and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the 1933 Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (a) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (b) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Exchange Offer. If, upon consummation of the Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture, of the same series as, and otherwise substantially identical in all material respects to, the Exchange Securities (the “Private Exchange Securities”) (except that such securities shall bear legends as to the appropriate transfer restrictions). The Company shall make commercially reasonable efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein sometimes called, collectively, the “Securities”. In connection with the Exchange Offer, the Company shall:

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers The Issuer shall (i) file a Registration Statement (the “"Exchange Offer Registration Statement”") within 90 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “"Exchange Notes”") that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable its best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 180 days after the Issue Date and (iii) use their commercially its reasonable best efforts to consummate the Exchange Offer within 180 210 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuer will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuer shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Company) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuer in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer Act or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iii) it is not an affiliate of the Issuer, as defined in Rule 405 under the Securities Act, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange NotesNotes and (vi) such Holder has full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Issuer will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers The Issuer shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) within 90 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes of each Series for a like aggregate principal amount of notes of such Series (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes of such Series (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 180 days after the Issue Date and (iii) use their commercially its reasonable best efforts to consummate the Exchange Offer within 180 days 30 Business Days, or longer if required by the federal securities laws, after the Issue Datedate on which the Exchange Offer Registration Statement is declared effective (the “Consummation Deadline”). Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuer will offer the Exchange Notes of each Series in exchange for surrender of the NotesNotes of such Series. The Company Issuer shall keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuer in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer Act or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iviii) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (viv) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange NotesNotes and (v) such Holder has full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Issuer will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the CommissionSEC, the Issuers Issuer shall (i) use its reasonable best efforts to file with the SEC a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of notes debt securities of the Issuer (including the guarantees with respect thereto, the “Exchange Notes”) that are ), with terms substantially identical in all material respects to the Notes (Notes, as applicable, except that the Exchange Notes shall not contain terms no restrictive legend thereon. The Exchange Offer shall comply with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuer shall use their commercially its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue DateAct. Upon the Exchange Offer Registration Statement being declared effective by the Commissionbecoming effective, the Company Issuer will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall Issuer will keep the Exchange Offer open for not less than at least 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date that notice of the Exchange Offer is mailed to Holders. For each Note surrendered to the Issuer pursuant to the Exchange Offer, the Holder who surrendered such Note shall receive an Exchange Note having a principal amount equal to that of the surrendered Note. Interest on each Exchange Note will accrue (y) from the later of (i) the last interest payment date on which interest was paid on the Note surrendered in exchange therefor or (ii) if the Note is surrendered for exchange between the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid and such interest payment date, the date of such interest payment date or (z) if no interest has been paid on such Note, from the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Company Issuer in writing that (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes to be received by it will be acquired in exchange for Registrable Securities tendered are being acquired in the ordinary course of its businessbusiness of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) it at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has no an arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, ; (iii) it neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is not an affiliate “affiliate” (as defined in Rule 405 under the Securities Act405) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements of the Securities Act to the extent applicable, Issuer; (iv) if such Holder is not a broker-dealer, it neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is not engaged in, and does not intend engaging in or intends to engage in, in a distribution of the Exchange Notes Notes; and (v) if such Holder is a brokerParticipating Broker-dealer Dealer that will receive Exchange Notes for its own account in exchange for Notes Registrable Securities that were acquired as a result of market-making or other trading activities, it such Holder will deliver a prospectus with any resale of such Exchange Notes; provided that the Issuer shall make available, during the period required by the Securities Act, a prospectus meeting the requirements of the Securities Act for use by Participating Broker-Dealers and other persons, if any, with similar prospectus delivery requirements for use in connection with any re-sale resale of such Exchange Notes. No securities other than the Exchange Notes and the Notes (and any related guarantees) shall be included in the Exchange Offer Registration Statement.

Exchange Offer. (a) Unless To the Exchange Offer would violate extent not prohibited by any applicable law or any applicable interpretation of the staff of the CommissionSEC, the Issuers shall (i) file with the SEC, no later than the Filing Date, a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including of the guarantees with respect theretoCompany and Finance Co., guaranteed by the “Exchange Notes”) Guarantors, that are identical in all material respects to the Notes Securities (the “Exchange Notes”), except that (i) the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), no restrictive legend thereon and (ii) interest thereon shall accrue (A) from the latter of (x) the last interest payment date on which interest was paid on the Security surrendered in exchange therefor, or (y) if the Security is surrendered for exchange on a date in a period which includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (B) if no interest has been paid on such Security, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such trust indenture as are necessary to comply with the TIA) and which, in either case, has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable law. The Issuers shall use their commercially reasonable best efforts to (x) cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and on or before the Effectiveness Date; (iiiy) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days business days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 220th day after the Issue Date. If, after the Exchange Offer Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the Exchange Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, the Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period of such interference, until the Exchange Offer may legally resume. Each Holder that participates in the Exchange Offer will be required required, as a condition to its participation in the Exchange Offer, to represent to the Company Issuers in writing that (i) any Exchange Notes to which may be received by it will be acquired contained in the ordinary course applicable letter of its business, (iitransmittal) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such Exchange Notes.that:

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Company) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that who participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has that at the time of the consummation of the Exchange Offer such Holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it Act and that such Holder is not an affiliate (as defined in Rule 405 under of the Company or any Guarantor within the meaning of the Securities Act) Act and is not acting on behalf of any persons or entities who could not truthfully make the foregoing representations. In addition, each broker-dealer that desires to participate in the Exchange Offer and to receive Exchange Notes will be required to represent that the Notes being tendered by such broker-dealer were acquired in ordinary trading or market-making activities and not in transactions directly with any Issuer oror an Affiliate thereof (a "Participating Broker-Dealer"). A broker-dealer that is not able to make the foregoing representation will not be permitted to participate in the Exchange Offer. Upon consummation of the Exchange Offer in accordance with this Section 2, if it is an affiliatethe provisions of this Agreement shall continue to apply mutatis mutandis, it will comply solely with respect to Registrable Notes that are Private Exchange Notes and Exchange Notes held by Participating Broker-Dealers, the registration Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and prospectus-other than in respect of any Exchange Notes as to which clause 2(c)(v) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Registration Statement. The Issuers shall use their best reasonable efforts to keep the Exchange Registration Statement effective and to amend and supplement the Prospectus contained therein, in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirements of the Securities Act for such period of time as is necessary to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus comply with applicable law in connection with any re-sale resale of such the Exchange Notes.; provided, however, that such period shall not exceed 180 days after the consummation of the Exchange Offer (or such longer period if extended pursuant to the last paragraph of Section 5 hereof) (the "Applicable Period"). If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Notes acquired by them and having, or that are reasonably likely to be determined to have, the status of an unsold allotment in the initial distribution, the Issuers shall, upon the request of the Initial Purchasers, simultaneously with the delivery of the Exchange Notes in the Exchange Offer, issue and deliver to the Initial Purchasers in exchange (the "Private Exchange") for such Notes held by the Initial Purchasers a like principal amount of debt securities of the Company that are identical in all material respects to the Exchange Notes (the "Private Exchange Notes") (and that are issued pursuant to the same indenture as the Exchange Notes) except for the placement of a restrictive legend on such Private Exchange Notes. The Private Exchange Notes shall bear the same CUSIP number as the Exchange Notes. Interest on the Exchange Notes and the Private Exchange Notes will accrue from the last interest payment date on which interest was paid on the Notes surrendered in exchange therefor or, if no interest has been paid on the Notes, from the Issue Date. In connection with the Exchange Offer, the Issuers shall:

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the CommissionSEC, the Issuers shall Company shall, for the benefit of the Holders, at the Company’s cost, use its commercially reasonable efforts to (iA) prepare and, not later than 180 calendar days following the Exchange Date, file a Registration Statement (with the “SEC an Exchange Offer Registration Statement”) with the Commission Statement on an appropriate registration form under the Securities Act with respect to a registered offer (proposed Exchange Offer and the “Exchange Offer”) issuance and delivery to the Holders, in exchange any and all for each Series of the Registrable Notes for Securities, of a like aggregate principal amount of notes (including the guarantees with respect thereto, the “corresponding Series of Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default)Securities, (iiB) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate within 255 calendar days of the Exchange Offer within 180 days after the Issue Date. Upon , (C) keep the Exchange Offer Registration Statement being declared effective by until the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Company) after the date notice closing of the Exchange Offer is mailed to Holders. Each Holder that participates in and (D) cause the Exchange Offer will to be required to represent to consummated not later than 365 calendar days following the Exchange Date. After the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an Affiliate of the Company, (b) is not a broker-dealer who tendered Old Andeavor Notes acquired directly from Andeavor for its own account in writing that exchange for New MPC Notes, (ic) any is acquiring the Exchange Notes to be received by it will be acquired Securities in the ordinary course of its business, such Holder’s business and (iid) it is not engaged in and does not intend to engage in and has no arrangement arrangements or understanding understandings with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and under state securities or blue sky laws. In order to participate in violation the Exchange Offer, each Holder must represent to the Company at the time of the provisions consummation of the Securities Act, Exchange Offer (iiiwhich representation shall be contained in the letter of transmittal or other document accompanying the Exchange Offer Registration Statement) that it (i) is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements Affiliate of the Securities Act to the extent applicableCompany, (ivii) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange dealer who tendered Old Andeavor Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes acquired directly from Andeavor for its own account in exchange for Notes that were acquired as a result New MPC Notes, (iii) is acquiring the Exchange Securities in the ordinary course of market-making such Holder’s business and (iv) is not engaged in and does not intend to engage in and has no arrangements or other trading activities, it will deliver a prospectus understandings with any Person to participate in the distribution of the Exchange Securities. In connection with any re-sale of such the Exchange Notes.Offer, the Company shall:

Exchange Offer. The Issuer and the Guarantors shall, for the benefit of the Holders, at the Issuer and Guarantors’ expense, (a) Unless use their commercially reasonable efforts to file with the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement (the “SEC an Exchange Offer Registration Statement”) with Statement within 210 days of the Commission Floating Rate Notes Closing Date on an appropriate registration form under the 1933 Act with respect to a registered offer (proposed Exchange Offer and the “Exchange Offer”) issuance and delivery to the Holders, in exchange any and all of for the Registrable Notes for Securities, of a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default)Securities, (iib) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act and within 270 days of the Floating Rate Notes Closing Date, (iiic) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon keep the Exchange Offer Registration Statement being declared effective by until the Commission, the Company will offer closing of the Exchange Notes in exchange for surrender of the Notes. The Company shall keep Offer, (d) use their commercially reasonable efforts to cause the Exchange Offer open Offer, if it has been commenced, to be consummated not later than 300 days following the Floating Rate Notes Closing Date and (e) for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by a period of 90 days following the Company) after the date notice consummation of the Exchange Offer is mailed (or such shorter period of time during which the Participating Broker-Dealers are required by law to Holders. Each Holder that participates deliver a prospectus), to make available a prospectus meeting the requirements of the 1933 Act to any Participating Broker-Dealer for use in connection with any resale of any Exchange Securities acquired in the Exchange Offer Offer. The Exchange Securities will be required issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as soon as practicable, commence the Exchange Offer, it being the objective of such Exchange Offer to represent enable each Holder eligible and electing to the Company in writing exchange Registrable Securities for Exchange Securities (assuming that such Holder (i) any is not an affiliate of the Issuer within the meaning of Rule 405 under the 1933 Act, (ii) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer for its own account, (iii) acquired the Exchange Notes to be received by it will be acquired Securities in the ordinary course of its business, such Holder’s business and (iiiv) it has no arrangement arrangements or understanding understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes in violation of the provisions of the Securities Act, (iii) it and is not an affiliate (as defined prohibited by any law or policy from participating in Rule 405 the Exchange Offer) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act) of any Issuer or, if it is an affiliate, it will comply 1933 Act and under state securities or blue sky laws. In connection with the registration Exchange Offer, the Issuer and prospectus-delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such Exchange Notes.Guarantors shall:

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers The Company shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") within 60 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”"EXCHANGE OFFER") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”"EXCHANGE NOTES") that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages Additional Interest upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 210 days after the Issue Date and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 240 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate ("affiliate" of the Company, as defined in Rule 405 under the Securities Act) of any Issuer Act or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange Notes.

Exchange Offer. (a) Unless The Issuer and the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers Guarantors shall (i) file a Registration Statement (the “"Exchange Offer Registration Statement”") within 105 days after the Merger Date with the Commission on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “"Exchange Notes”") that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 180 days after the Merger Date and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 210 days after the Issue Merger Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuer and the Guarantors will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuer and the Guarantors shall keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuer and the Guarantors in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer Act or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iviii) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (viv) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange NotesNotes and (v) such Holder has full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Issuer will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims.

Exchange Offer. (a) Unless the Exchange Offer would violate not permitted by applicable law or any applicable interpretation -------------- (after the Company has complied with the ultimate paragraph of the staff of the Commissionthis Section 1), the Issuers Company shall (i) prepare and file a Registration Statement with the United States Securities and Exchange Commission (the “"Commission") a registration statement (the "Exchange ---------- -------- Offer Registration Statement”") with the Commission on an appropriate registration form under the Securities Act ---------------------------- of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (the "Securities Act"), with respect to a registered proposed offer (the “-------------- "Exchange Offer”") to exchange the holders of Transfer Restricted Securities (as defined --------------- herein) who are not prohibited by any and all law or policy of the Registrable Notes for Commission from participating in the Exchange Offer, to exchange a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical pass-through certificates otherwise in all material respects identical to the Notes Initial Securities and registered under the Securities Act (except that the "Exchange Notes -------- Securities"). The Company shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially its reasonable best efforts to (i) cause the ---------- such Exchange Offer Registration Statement to be declared become effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate no later than the Exchange Offer within 180 date 325 days after the Issue date (the "Funding ------- Date. Upon ") on which the Exchange Offer Registration Statement being declared effective by Purchasers purchase the Commission, Initial Securities pursuant to the Company will offer ---- Purchase Agreement (the Exchange Notes in exchange for surrender of the Notes. The Company shall "Effective Date") and (ii) keep the Exchange Offer open -------------- Registration Statement effective for not less than 20 Business Days 30 days (or longer longer, if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holdersthe holders (such period being called the "Exchange Offer Registration --------------------------- Period"). Each Holder that participates in ------ If the Company commences the Exchange Offer, the Company (i) will be entitled to consummate the Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Exchange Offer) and (ii) will be required to represent to consummate the Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the "Consummation Deadline"). --------------------- Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company in writing shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that (i) any Exchange Notes to be received by it will be acquired in such Holder is not an affiliate of the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (Company within the meaning of the Securities Act) , acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements with any person to participate in the distribution of the Exchange Notes in violation Securities and is not prohibited by any law or policy of the provisions Commission from participating in the Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company and the Purchasers acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (iiii) it each Holder which is not a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an affiliate "Exchanging Dealer"), is required to deliver a ----------------- prospectus containing the information set forth in (as defined a) Annex A hereto on the cover, (b) Annex B hereto in Rule 405 the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and (c) Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Exchange Offer and (ii) a Purchaser that elects to sell Securities acquired in exchange for Initial Securities constituting any portion of an unsold allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act) of any Issuer or, if it is an affiliateas applicable, it will comply in connection with such sale. The Company shall use its reasonable best efforts to keep the registration Exchange Offer Registration Statement effective and prospectus-to amend and supplement the prospectus contained therein, in order to permit such prospectus to be delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the extent applicableExchange Securities; provided, however, that (ivi) if in the -------- ------- case where such Holder prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Purchasers have sold all Exchange Securities held by them (unless such period is not a broker-dealer, it is not engaged in, and does not intend extended pursuant to engage in, a distribution of Exchange Notes Section 3(j) below) and (vii) if the Company shall make such Holder is a broker-prospectus and any amendment or supplement thereto available to any broker- dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus use in connection with any re-sale resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Exchange Offer. If, upon consummation of the Exchange Offer, any Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Exchange Offer, shall cause the Pass Through Trustee to issue and deliver to such Purchaser upon the written request of such Purchaser, in exchange (the "Private Exchange") for the Initial Securities held by such Purchaser, a like ----------------- principal amount of pass-through certificates issued under the Pass Through Trust Agreements and in all material respects identical to the Initial Securities (the "Private Exchange Notes.Securities"). The Initial Securities, the --------------------------- Exchange Securities and the Private Exchange Securities are herein collectively called the "Securities". ---------- In connection with the Exchange Offer, the Company shall:

Exchange Offer. (a) Unless The Company and the Guarantors shall (i) prepare and file with the Commission (the date of such filing, the “Filing Date”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act with respect to an offer (an “Exchange Offer”) to the Holders to issue and deliver to such Holders, in exchange for the Notes, a like principal amount of Exchange Notes, guaranteed on a senior subordinated basis by the Guarantors (the “Exchange Guarantees”) on terms identical to the Guarantees of the Notes, except that the Exchange Notes and Exchange Guarantees shall have been registered pursuant to an effective registration statement and except that restrictive legends, restrictions on transfer and liquidated damages provisions shall be eliminated from the Exchange Notes and the Exchange Guarantees, (ii) use commercially reasonable efforts to cause the Exchange Offer would Registration Statement to become effective no later than the Effectiveness Date, (iii) use commercially reasonable efforts to keep the Exchange Offer Registration Statement open for at least 20 Business Days (or longer if required by applicable law) after the date notice of the Exchange Offer is mailed to Holders, (iv) use commercially reasonable efforts to consummate the Exchange Offer whereby (A) the Company shall issue, promptly after the completion of the Exchange Offer, Exchange Notes in exchange for all Notes validly tendered and not withdrawn prior thereto in the Exchange Offer and (B) the Guarantors will issue Exchange Guarantees guaranteeing the Company’s obligations under the Exchange Notes and (v) take all commercially reasonable actions to ensure that any Free-Writing Prospectus utilized by the Company in connection with any registration required by this Agreement complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. An Exchange Offer shall not be subject to any conditions, other than that (i) such Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable efforts to cause the due tendering of Registrable Notes in accordance with the Exchange Offer Registration Statement to be declared effective under the Securities Act and Offer, (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange that each Holder of Registrable Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Company) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates exchanged in the Exchange Offer will be required to represent to the Company in writing shall have represented that (i) any all Exchange Notes to be received by it will shall be acquired in the ordinary course of its business, (ii) business and that at the time of the consummation of the Exchange Offer it has shall have no arrangement or understanding with any Person person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation and shall have made such other representations as may be reasonably necessary under applicable Commission rules, regulations or interpretations to render the use of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 Form S-4 or other appropriate form under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements of the Securities Act to the extent applicableavailable, (iv) if such Holder is not a broker-dealerthat no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, it is not engaged inin the Company’s judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and does not intend no material adverse development shall have occurred in any existing action or proceeding with respect to engage in, a distribution of Exchange Notes the Company and (v) all governmental approvals shall have been obtained which the Company deems necessary for the consummation of the Exchange Offer. The Exchange Offer will be deemed to have been completed only if the Exchange Notes and the Exchange Guarantees received in the Exchange Offer for Registrable Securities by Holders that meet the conditions for participation in the Exchange Offer are, upon receipt, transferable by each such Holder is without restriction under the Securities Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America, it being understood that broker-dealer that will receive dealers or affiliates of the Company or the Guarantors receiving Exchange Notes for its own account in exchange for and Exchange Guarantees will be subject to certain prospectus delivery requirements with respect to resale of the Exchange Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such and Exchange NotesGuarantees.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the CommissionSEC, the Issuers shall (i) file with the SEC, no later than the Filing Date, a Registration Statement (the “"Exchange Offer Registration Statement”") with the Commission on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including debt securities of Grant Prideco, guaranteed by the guarantees with respect theretoGuarantors, the “Exchange Notes”) that are identical in all material respects to the Notes Securities (the "Exchange Notes"), except that (i) the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or, if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall use their commercially reasonable best efforts to (x) cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and on or before the Effectiveness Date; (iiiy) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days at least 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 195th day following the Acquisition Date. Each Holder that (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Company Issuers in writing that (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes to be received by it will be acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of its businessbusiness of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) it at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has no an arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, ; (iii) it neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is not an affiliate "affiliate" (as defined in Rule 405 under the Securities Act405) of any Issuer Grant Prideco or, if it is an affiliateaffiliate of Grant Prideco, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) if neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is not a broker-dealer, it is not engaged in, and does not intend engaging in or intends to engage in, in a distribution of the Exchange Notes Notes; and (v) if such Holder is a brokerParticipating Broker-dealer that will receive Exchange Dealer, such Holder has acquired the Registrable Notes for its own account in exchange for Notes that were acquired as a result of market-making activities or other trading activities, activities and that it will deliver a comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder). Upon consummation of the Exchange Offer in connection accordance with any re-sale this Section 2, the provisions of such this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement.

Exchange Offer. (a) Unless To the Exchange Offer would violate extent not prohibited by any applicable law or any applicable interpretation of the staff of the CommissionSEC, the Issuers Company shall (iA) prepare and, on or prior to 45 days after the date of this Agreement, file with the SEC a Registration Statement (relating to the “Exchange Offer Registration Statement”) with under the Commission on an appropriate registration form Securities Act with respect to a registered an offer by the Company to the Holders to issue and deliver to such Holders, in exchange for Transfer Restricted Notes (the “other than Private Exchange Offer”) to exchange any and all of the Registrable Notes for Notes, if any), a like aggregate principal amount of notes (including the guarantees with respect thereto, the “corresponding Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (iiB) use their commercially reasonable its best efforts to cause the Registration Statement relating to the Exchange Offer Registration Statement to be declared effective by the SEC under the Securities Act on or prior to 120 days after the date of this Agreement, and (iiiC) use their commercially reasonable efforts to consummate unless the Exchange Offer within 180 days after would not then be permitted by a policy of the Issue SEC, commence the applicable Exchange Offer and use its best efforts to issue, on or prior to the Consummation Date, the Exchange Notes. Upon The offer and sale of the Exchange Notes pursuant to the Exchange Offer shall be registered pursuant to the Securities Act on the appropriate form (the "Exchange Registration Statement being declared effective by the Commission, the Company Statement") and duly registered or qualified under all applicable state securities or Blue Sky laws and will comply with all applicable tender offer rules and regulations of the Exchange Notes in exchange for surrender of the NotesAct and state securities or Blue Sky laws. The Company Exchange Offer and the Private Exchange shall keep not be subject to any condition, other than that the Exchange Offer open for and the Private Exchange, as the case may be, does not less than 20 Business Days (or longer if required by violate any applicable law or otherwise extended by interpretation of the Company) after staff of the date notice SEC. Upon consummation of the Exchange Offer is mailed in accordance with this Section 2, the provisions of this Agreement shall continue to Holdersapply, mutatis mutandis, solely with respect to Transfer Restricted Notes that are Private Exchange Notes and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Transfer Restricted Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 3(a)(iii)(B) hereof applies) pursuant to Section 3 hereof. Each Holder that participates No securities shall be included in the Registration Statement covering the Exchange Offer will be required to represent to other than the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such Exchange Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the CommissionSEC, the Issuers shall Company shall, for the benefit of the Holders, at the Company’s cost, use its commercially reasonable efforts to (iA) prepare and file a Registration Statement (with the “SEC an Exchange Offer Registration Statement”) with the Commission Statement on an appropriate registration form under the Securities Act with respect to a registered offer (proposed Exchange Offer and the “Exchange Offer”) issuance and delivery to the Holders, in exchange any and all for each Series of the Registrable Notes for Securities, of a like aggregate principal amount of notes (including the guarantees with respect thereto, the “corresponding Series of Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default)Securities, (iiB) use their commercially reasonable efforts to cause keep the Exchange Offer Registration Statement to be declared effective under until the Securities Act and (iii) use their commercially reasonable efforts to consummate closing of the Exchange Offer within 180 and (C) cause the Exchange Offer to be consummated not later than 365 calendar days after following the Issue Exchange Date. Upon After the effectiveness of the Exchange Offer Registration Statement being declared effective by the CommissionStatement, the Company will offer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an Affiliate of the Company, (b) is not a broker-dealer who tendered Existing Newcrest Notes acquired directly from Newcrest Finance for its own account in exchange for surrender of the New Newmont Notes. The Company shall keep , (c) is acquiring the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Company) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired Securities in the ordinary course of its business, such Hxxxxx’s business and (iid) it is not engaged in and does not intend to engage in and has no arrangement arrangements or understanding understandings with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and under state securities or blue sky laws. In order to participate in violation the Exchange Offer, each Holder must represent to the Company at the time of the provisions consummation of the Securities Act, Exchange Offer that it (iiii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements Affiliate of the Securities Act to the extent applicableCompany, (ivii) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange dealer who tendered Existing Newcrest Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes acquired directly from Newcrest Finance for its own account in exchange for Notes that were acquired as a result New Newmont Notes, (iii) is acquiring the Exchange Securities in the ordinary course of market-making such Holder’s business and (iv) is not engaged in and does not intend to engage in and has no arrangements or other trading activities, it will deliver a prospectus understandings with any Person to participate in the distribution of the Exchange Securities. In connection with any re-sale of such the Exchange Notes.Offer, the Company shall:

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Issuers shall (i) file with the SEC, no later than the Filing Date, a Registration Statement (the “"Exchange Offer Registration Statement”") with the Commission on ------------------------------------- an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like --------------- aggregate principal amount of notes (including the guarantees with respect thereto, the “"Exchange Notes”") of the Issuers that are identical in all material respects to -------------- the Notes (except that the Exchange Notes shall not contain terms no restrictive legend thereon. The Exchange Offer shall comply with respect to transfer restrictions or Liquidated Damages upon a Registration Default)all applicable tender offer rules and regulations under the Exchange Act and other applicable laws, (ii) including state "Blue Sky" laws. The Issuers shall use their commercially reasonable best efforts (x) to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and on or before the Effectiveness Date; (iiiy) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days at least 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date that notice of the Exchange Offer is mailed to Holders; and (z) to consummate the Exchange Offer on or prior to the 45th day following the date on which the Exchange Offer Registration Statement is declared effective by the SEC. If, after the Exchange Offer Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the Exchange Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, the Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder that participates in the Exchange Offer will be required to represent in writing to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has that at the time of the consummation of the Exchange Offer such Holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it and that such Holder is not an affiliate (as defined in Rule 405 under of the Issuers within the meaning of the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements . Upon consummation of the Securities Act Exchange Offer in accordance with this Section 2 the provisions of this Agreement shall continue to the extent applicableapply, (ivsolely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) if such Holder is not a brokerapplicable and Exchange Notes held by Participating Broker-dealer, it is not engaged inDealers, and does not intend the Issuers shall have no further obligation to engage in, a distribution of register Registrable Notes (other than Private Exchange Notes and (v) if such Holder is a broker-dealer that will receive other than in respect of any Exchange Notes for its own account as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes and the Guarantees shall be included in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such the Exchange NotesOffer Registration Statement.

Exchange Offer. (a) Unless To the Exchange Offer would violate extent not prohibited by any -------------- applicable law or any applicable interpretation of the staff of the CommissionSEC, the Issuers shall Company and the Trust shall, for the benefit of the Holders, at the Company's cost, use its best efforts to (i) file a Registration Statement (cause to be filed with the “SEC within 150 days after the Issue Date an Exchange Offer Registration Statement”) with the Commission Statement on an appropriate registration form with respect to a registered offer (under the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that Securities Act covering the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), Offer and (ii) use their commercially reasonable efforts to cause the such Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate by the Exchange Offer within SEC not later than the date which is 180 days after the Issue Date. In addition, in the event that the Company has filed a Shelf Registration Statement in accordance with the provisions of Section 2(b) in lieu of conducting an Exchange Offer in accordance with the foregoing sentence, the Company may, if permitted in accordance with then applicable regulations and the then current interpretations of the staff of the Commission, elect to conduct an Exchange Offer in accordance with the terms set forth herein, other than with respect to the specific timing requirements set forth in the foregoing sentence. In the event the Company conducts such an Exchange Offer subsequent to the filing and effectiveness of a Shelf Registration Statement, the Company's obligations to maintain such a Shelf Registration shall terminate upon the consummation of the Exchange Offer with respect of any Holder which could have received securities that would be freely tradable without restriction under the Securities Act and applicable blue sky or state securities laws through its participation in the Exchange Offer. Upon the effectiveness of the Exchange Offer Registration Statement being declared effective by the CommissionStatement, the Company will offer and the Trust shall promptly commence the Exchange Notes in Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for surrender a like principal amount of Exchange Debentures or a like liquidation amount of Exchange Capital Securities, together with the Exchange Guarantee, as applicable (assuming that such Holder is not an affiliate of the Notes. The Company shall keep within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account, acquires the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Company) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired Securities in the ordinary course of its business, (ii) it such Holder's business and has no arrangement arrangements or understanding understandings with any Person to participate in the Exchange Offer or in a public distribution (within the meaning of the Securities Act) for the purpose of distributing the Exchange Notes in violation of the provisions of the Securities) to transfer such Exchange Securities Act, (iii) it is not an affiliate (as defined in Rule 405 from and after their receipt without any limitations or restrictions under the Securities Act) of any Issuer or, if it is an affiliate, it will comply Act and under state securities or blue sky laws. In connection with the registration Exchange Offer, the Company and prospectus-delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such Exchange Notes.Trust shall:

Exchange Offer. (a) Unless The Issuer shall, at the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the CommissionIssuer's cost (as set forth in SECTION 6 hereof), the Issuers shall (i) file (or confidentially submit) a Registration Statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") within 60 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”"EXCHANGE OFFER") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”"EXCHANGE NOTES") that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages Additional Interest upon a Registration Default), ) and (ii) use their commercially its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or prior to 120 days after the Issue Date and (iii) use their commercially its reasonable best efforts to consummate the Exchange Offer within 180 on or prior to 150 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuer will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuer shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuer in writing that (i) such Holder is not an affiliate of the Issuer within the meaning of the Securities Act, (ii) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (iiiii) it has at the time of the commencement of the Exchange Offer such Holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of as such term is used in the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus Prospectus in connection with any re-sale resale of such Exchange Notes. Upon consummation of the Exchange Offer in accordance with this SECTION 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which SECTION 2(C)(IV) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Issuer shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which SECTION 2(C)(IV) hereof applies) pursuant to SECTION 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement.

Exchange Offer. (a) Unless The Company shall file with the Exchange Offer would violate applicable law SEC, no later than the Filing Date, a registration statement on Form S-1 or any applicable interpretation S-4, if the use of the staff of the Commissionsuch forms is then available, the Issuers shall (i) file a Registration Statement or other such appropriate form (the “"Exchange Offer Registration Statement”") with the Commission on an appropriate registration form with respect relating to a registered offer exchange (the “"Exchange Offer”") to exchange for any and all of the Registrable Notes for a like aggregate principal amount at maturity of another series of notes (including of the guarantees with respect thereto, the “Exchange Notes”) Company that are will have terms identical in all material respects to the Notes (the "Exchange Notes"), except that the Exchange Notes shall not have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain terms no restrictive legend thereon. The Exchange Offer shall comply with respect all applicable tender offer rules and regulations under the Exchange Act. The Company agrees to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially its reasonable best efforts to (x) cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and on or before the Effectiveness Date; (iiiy) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than at least 20 Business Days business days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 225th day following the Issue Date. If, after such Exchange Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the Exchange Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Exchange Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder that participates who wishes to exchange Notes for Exchange Notes in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities ActNotes, and (iii) it is not an affiliate ("affiliate," as defined in Rule 405 under of the Securities Act) , of any Issuer orthe Company, or if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable. Upon consummation of the Exchange Offer in accordance with this Section 2, (iv) if such Holder is not a broker-dealerthe provisions of this Agreement shall continue to apply, it is not engaged inmutatis mutandis, and does not intend solely with respect to engage in, a distribution of Registrable Notes that are Private Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in exchange for respect of any Exchange Notes that were acquired as a result of market-making or to which clause 2(c)(v) hereof applies) pursuant to Section 3 hereof. No securities other trading activities, it will deliver a prospectus than the Exchange Notes shall be included in connection with any re-sale of such the Exchange NotesRegistration Statement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) The Company agrees to file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate SEC no later than the Filing Date a registration form statement with respect to a registered an offer to exchange (the “"Exchange Offer”") to exchange any and all of the Registrable Notes (other than the Private Exchange Notes, if any) for a like aggregate principal amount of notes senior subordinated debt securities of the Company, guaranteed by the Guarantors (including the guarantees with respect theretoif any), the “Exchange Notes”) that which are identical in all material respects to the Notes (the "Exchange Notes") and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA) and which, in either case, has been qualified under the TIA, except that the Exchange Notes (other than Private Exchange Notes, if any) shall not have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain terms no restrictive legend thereon. The Exchange Offer shall be registered under the Securities Act on the appropriate form (the "Exchange Registration Statement") and shall comply with respect all applicable tender offer rules and regulations under the Exchange Act. The Company agrees to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable its best efforts to (x) cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and on or before the Effectiveness Date; (iiiy) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than at least 20 Business Days business days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date that notice of the Exchange Offer is mailed to HoldersHolders (the last day of such period, the "Expiration Date"); and (z) consummate the Exchange Offer on or prior to the 180th day following the Issue Date. Each Holder that who participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has that at the time of the consummation of the Exchange Offer such Holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it that such Holder is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with of the registration and prospectus-delivery requirements Company within the meaning of the Securities Act to the extent applicable, (iv) if and that such Holder is not a broker-dealeracting on behalf of any Person who could not truthfully make the foregoing representations. Upon consummation of the Exchange Offer in accordance with this Section 2, it is not engaged in, and does not intend the Company shall have no further obligation to engage in, a distribution of register Registrable Notes (other than Private Exchange Notes and (v) if such Holder is a broker-dealer that will receive other than in respect of any Exchange Notes for its own account as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes (and the guarantees, if any, made by the Guarantors) shall be included in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such the Exchange NotesRegistration Statement.

Exchange Offer. (a) Unless The Issuers and the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers Guarantors shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) within 60 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Transfer Restricted Securities for a like aggregate principal amount of notes Notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their respective commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 180 days after the Issue Date, and (iii) use their commercially reasonable respective best efforts to consummate the Exchange Offer within 180 days 30 Business Days, or longer, if required by the federal securities laws, after the Issue Datedate on which the Exchange Offer Registration Statement is declared effective by the Commission. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuers and the Guarantors will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuers and Guarantors shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuers and the Guarantors in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer Act or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iviii) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (viv) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange NotesNotes and (v) it has full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Issuers and the Guarantors will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) within 150 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 210 days after the Issue Date and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 240 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuers will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuers shall keep the Exchange Offer open for not less than 20 Business Days business days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer Act or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iviii) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (viv) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange NotesNotes and (v) such Holder has full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Issuers will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers The Issuer shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) no later than the earlier to occur of April 30, 2008 and the 30th day following delivery from the Issuer's independent auditors of an audit report covering the consolidated financial statements for the year ending December 31, 2007 (the earlier of such dates, the “Filing Deadline” and the date of such filing, the “Filing Date”), with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes issued by the Issuer and guaranteed by the Guarantors (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages Additional Interest upon a Registration Default), (ii) use their its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective (the “Effective Date”) under the Securities Act not later than 120 days after the Filing Date and (iii) use their commercially its reasonable best efforts to consummate the Exchange Offer within 180 not later than 40 days after the Issue Effective Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuer will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuer shall keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuer in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer Act or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iviii) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (viv) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange NotesNotes and (v) such Holder has full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Issuer will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims.

Exchange Offer. (a) Unless The Issuers agree to file with the Exchange Offer would violate applicable law SEC, on or any applicable interpretation of before the staff of the CommissionFiling Date, the Issuers shall (i) file a Registration Statement an offer to exchange (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of notes (including senior subordinated debt securities of the guarantees with respect thereto, the “Exchange Notes”) that Company and Capital Corp. which are identical in all material respects to the Notes and are guaranteed, jointly and severally, by each of the Guarantors with terms identical to the Guarantees (the "Exchange Securities") (and which are entitled to the benefits of a trust indenture that is substantially identical to the Indenture (other than such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualification of such trust indenture under the TIA) and which has been qualified under the TIA), except that the Exchange Notes Securities shall not have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain terms no restrictive legend thereon. The Exchange Offer will be registered under the Securities Act on the appropriate form (the "Exchange Offer Registration Statement") and will comply with respect all applicable tender offer rules and regulations under the Exchange Act. Each of the Issuers agrees to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable its best efforts to (i) cause the Exchange Offer Registration Statement to be declared become effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate commence the Exchange Offer within 180 days after on or prior to the Issue Effectiveness Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall (ii) keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by law) (the Companylast day of such period, the "Expiration Date") after the date notice of and (iii) exchange Exchange Securities for all Notes validly tendered and not withdrawn pursuant to the Exchange Offer is mailed on or prior to Holdersthe fifth day following the Expiration Date. Each Holder that who participates in the Exchange Offer will be required deemed to represent to the Company in writing that (i) any Exchange Notes to be Securities received by it will be acquired in the ordinary course of its business, (ii) it has that at the time of the consummation of the Exchange Offer such Holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes Securities in violation of the provisions of the Securities Act, (iii) it Act and that such Holder is not an affiliate (as defined in Rule 405 under of any of the Issuers within the meaning of the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements . Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities Act that are Private Exchange Securities, Exchange Securities to the extent applicable, (ivwhich Section 2(c)(v) if such Holder is not a brokerapplicable and Exchange Securities held by Participating Broker-dealer, it is not engaged inDealers, and does not intend the Issuers shall have no further obligation to engage in, a distribution register Registrable Securities (other than Private Exchange Securities and other than Exchange Securities as to which Section 2(c)(v) hereof applies) pursuant to Section 3 of this Agreement. No securities other than the Exchange Notes and (v) if such Holder is a broker-dealer that will receive Securities shall be included in the Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such Exchange NotesOffer Registration Statement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the CommissionSEC, the Issuers shall Company shall, for the benefit of the Holders, at the Company’s cost, use its commercially reasonable efforts to (iA) prepare and file a Registration Statement (with the “SEC an Exchange Offer Registration Statement”) with the Commission Statement on an appropriate registration form under the Securities Act with respect to a registered offer (proposed Exchange Offer and the “Exchange Offer”) issuance and delivery to the Holders, in exchange any and all for each Series of the Registrable Notes for Securities, of a like aggregate principal amount of notes (including the guarantees with respect thereto, the “corresponding Series of Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default)Securities, (iiB) use their commercially reasonable efforts to cause keep the Exchange Offer Registration Statement to be declared effective under until the Securities Act and (iii) use their commercially reasonable efforts to consummate closing of the Exchange Offer within 180 and (C) cause the Exchange Offer to be consummated not later than 365 calendar days after following the Issue Date. Upon After the effectiveness of the Exchange Offer Registration Statement being declared effective by the CommissionStatement, the Company will offer shall promptly commence the Exchange Notes in Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for surrender Exchange Securities (assuming that such Holder (a) is not an Affiliate of the Notes. The Company shall keep Company, (b) is acquiring the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Company) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired Securities in the ordinary course of its business, such Holder’s business and (iic) it is not engaged in and does not intend to engage in and has no arrangement arrangements or understanding understandings with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and under state securities or blue sky laws. In order to participate in violation the Exchange Offer, each Holder must represent to the Company at the time of the provisions consummation of the Exchange Offer that it (i) is not an Affiliate of the Company, (ii) is acquiring the Exchange Securities Act, in the ordinary course of such Holder’s business and (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, in and does not intend to engage in, a in and has no arrangements or understandings with any Person to participate in the distribution of the Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in Securities. In connection with any re-sale of such the Exchange Notes.Offer, the Company shall:

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Issuers shall (i) file with the SEC, no later than the Filing Date, a Registration Statement (the “"Exchange Offer Registration Statement”") with the Commission on ------------------------------------- an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like -------------- aggregate principal amount of notes (including the guarantees with respect thereto, the “"Exchange Notes”") of the Issuers that -------------- are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms no restrictive legend thereon. The Exchange Offer shall comply with respect to transfer restrictions or Liquidated Damages upon a Registration Default)all applicable tender offer rules and regulations under the Exchange Act and other applicable laws, (ii) including state "Blue Sky" laws. The Issuers shall use their commercially reasonable best efforts (x) to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and on or before the Effectiveness Date; (iiiy) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days at least 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date that notice of the Exchange Offer is mailed to Holders; and (z) to consummate the Exchange Offer on or prior to the 30th day following the date on which the Exchange Offer Registration Statement is declared effective by the SEC. If, after the Exchange Offer Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the Exchange Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, the Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has that at the time of the consummation of the Exchange Offer such Holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it and that such Holder is not an affiliate (as defined in Rule 405 under of the Issuers within the meaning of the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements . Upon consummation of the Securities Act Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to the extent applicableapply, (ivsolely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) if such Holder is not a brokerapplicable and Exchange Notes held by Participating Broker-dealer, it is not engaged inDealers, and does not intend the Issuers shall have no further obligation to engage in, a distribution of register Registrable Notes (other than Private Exchange Notes and (v) if such Holder is a broker-dealer that will receive other than in respect of any Exchange Notes for its own account as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes and the guarantees of the Guarantors with respect thereto shall be included in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such the Exchange NotesOffer Registration Statement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, if any, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain restrictive legends, terms with respect to transfer restrictions or Liquidated Damages Additional Interest upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 270 days after of the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuers will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuers shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (of the Company or any Guarantor as defined in by Rule 405 under of the Securities Act) of any Issuer or, or if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange Notes.

Exchange Offer. To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company shall, for the benefit of the Holders, at the Company's cost, use its best efforts to (ai) Unless cause to be filed with the SEC within 150 days after the date of the Offering Memorandum an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the Exchange Offer, (ii) cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC not later than the date which is 180 days after the date of the Offering Memorandum, and (iii) keep such Exchange Offer Registration Statement effective for not less than 30 calendar days (or longer if required by applicable law) after the date notice of the Exchange Offer would is mailed to the Holders. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes for a like principal amount of Exchange Notes (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the Securities 3 6 Act and is not a broker-dealer tendering Registrable Notes acquired directly from the Company for its own account, (B) acquires the Exchange Notes in the ordinary course of such Holder's business and (C) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Notes), to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company shall: (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (ii) keep the Exchange Offer open for acceptance for a period of not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the "Exchange Period"); (iii) utilize the services of the Depositary for the Exchange Offer: (iv) permit Holders to withdraw tendered Notes at any time prior to the close of business, New York time, on the last Business Day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for exchange, and a statement that such Holder is withdrawing his election to have such Notes exchanged; (v) notify each Holder that any Note not tendered by such Holder in the Exchange Offer will remain outstanding and continue to accrue interest or accumulate distributions, as the case may be, but will not retain any rights under this Agreement (except in the case of the Initial Purchaser and Participating Broker-Dealers as provided herein); and (vi) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If the Initial Purchaser determines upon advice of its outside counsel that it is not eligible to participate in the Exchange Offer with respect to the exchange of Notes constituting any portion of an unsold allotment in the initial distribution, as soon as practicable upon receipt by the Company of a written request from such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser in exchange (the "Private Exchange") for the Notes held by such Initial Purchaser, a like principal amount of the Notes of the Company, that are identical (except that such securities may bear a customary legend with respect to restrictions on transfer pursuant to the Securities Act) to the Exchange Notes (the "Private Exchange Notes") and which are issued pursuant to the Indenture. The Private Exchange Notes shall be of the same series as the Exchange Notes and the Company and the Trust will seek to cause the CUSIP Service Bureau to issue the same CUSIP Numbers for the Private Exchange Notes as for the Exchange Notes issued pursuant to the Exchange Offer. As soon as practicable after the close of the Exchange Offer and, if applicable, the Private Exchange, the Company shall: (i) accept for exchange all Notes or portions thereof validly tendered and not validly withdrawn pursuant to the Exchange Offer or the Private Exchange; (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Notes or portions thereof so accepted for exchange by the Company; and (iii) issue, and cause the Trustee under the Indenture, promptly to authenticate and deliver to each Holder, new Exchange Notes or Private Exchange Notes, as applicable, equal in principal amount to the principal amount of the Notes as are surrendered by such Holder. Interest on each Exchange Note and Private Exchange Note issued pursuant to the Exchange Offer and in the Private Exchange will accrue from the last date on which interest was paid on the Note surrendered in exchange therefor or, if no interest has been paid on such Note, from the Issue Date. To the extent not prohibited by any law or applicable interpretation of the staff of the SEC, the Company shall use their best 4 7 efforts to complete the Exchange Offer as provided above, and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) SEC. Each Holder of Registrable Notes who wishes to exchange any and all of the such Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Company) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company make certain customary representations in writing connection therewith, including, representations that (i) any it is not an affiliate of the Company, (ii) the Exchange Notes to be received by it will be were acquired in the ordinary course of its businessbusiness and (iii) at the time of the Exchange Offer, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes. The Company shall inform the Initial Purchaser, after consultation with the Trustee, of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchaser shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Notes in violation the Exchange Offer. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply this Agreement shall continue to apply solely with the registration and prospectus-delivery requirements of the Securities Act respect to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Registrable Notes that are Private Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for held by Participating Broker-Dealers, and the Company shall have no further obligation to register the Registrable Notes that were acquired as a result of market-making or (other trading activities, it will deliver a prospectus in connection with any re-sale of such than Private Exchange Notes.) pursuant to Section 2(b) of this Agreement. (b)

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) within 45 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes bear no restrictive legend thereon and shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially respective reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 105 days after the Issue Date and (iii) use their commercially respective reasonable best efforts to consummate complete the Exchange Offer within 180 165 days after the Issue Date. The Exchange Offer shall be deemed completed or consummated for purposes of this Agreement upon delivery by the Company to the Trustee under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Notes tendered (and not withdrawn) by Holders thereof pursuant to the Exchange Offer. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by to complete the CompanyExchange Offer) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing (which may be contained in the applicable letter of transmittal) that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange NotesNotes and (vi) the Holder is not acting on behalf of any Persons who could not truthfully make the foregoing representations.

Exchange Offer. (a) Unless The Issuer shall file with the Exchange Offer would violate applicable law or any applicable interpretation of SEC, no later than the staff of Filing Date with respect to the Commission, the Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”, Registration Statements (each an "Exchange Offer Registration Statement") on appropriate registration forms with respect to registered offers (with respect to each of the Notes and the Preferred Stock, an "Exchange Offer" and together the "Exchange Offers") to exchange any and all of each of the Registrable Notes and Registrable Preferred Stock for a like aggregate principal amount of Notes (the "Exchange Notes") and aggregate liquidation preference of Preferred Stock (the "Exchange Preferred Stock," and together with the Commission Exchange Notes, the "Exchange Securities"), as the case may be, of the Company that are identical in all material respects to each of the respective Securities, except that the Exchange Securities shall contain no restrictive legend thereon. The Exchange Notes shall be entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, has been qualified under the TIA. The Exchange Offer Registration Statement with respect to the Registrable Preferred Stock will also register any deemed offering of the Debentures by the issuer pursuant to the Exchange Offer; provided that if the Company exchanges the Reg- istrable Preferred Stock for the Exchange Debentures at any time prior to a Registration Statement with respect to the Preferred Stock being declared effective by the SEC, then the Issuer shall file with the SEC, no later than the Filing Date with respect to the Exchange Offer Registration Statement, a Registration Statement on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Exchange Debentures for a like aggregate principal amount of notes new Exchange Debentures (including the guarantees with respect thereto"Series B Exchange Debentures"), the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Series B Exchange Notes Debentures shall not contain terms no restrictive legend thereon and shall be entitled to the benefits of the Exchange Indenture. In the event the Issuer is so required to register and exchange the Exchange Debentures for Series B Exchange Debentures, the Issuer shall be subject to all covenants, warranties and obligations under this Agreement, with respect to transfer restrictions or Liquidated Damages upon a Registration Default)the Series B Exchange Debentures, (ii) to which it would otherwise be subject with respect to the Registrable Notes, Exchange Notes and Private Exchange Notes, except that the Debentures will be governed by the Exchange Indenture. The Exchange Offers shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable law. The Issuer shall use their commercially its reasonable best efforts to (x) cause the each Exchange Offer Registration Statement to be declared effective under the Securities Act and on or before the Effectiveness Date; (iiiy) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the each Exchange Offer open for not less than at least 20 Business Days business days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate each Exchange Offer on or prior to the 45th day following the date on which the applicable Exchange Offer Registration Statement is declared effective by the SEC. If, after an Exchange Offer Registration Statement is initially declared effective by the SEC, that Exchange Offer or the issuance of the Exchange Notes or Exchange Preferred Stock thereunder, as the case may be, is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, that Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder that participates in the an Exchange Offer will be required required, as a condition to its participation in the Exchange Offer, to represent to the Company in writing (which may be contained in the applicable letter of transmittal) that (i) any Exchange Notes Securities to be received by it will be acquired in the ordinary course of its business, (ii) it has that at the time of the consummation of the Exchange Offer such Holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes Securities in violation of the provisions of the Securities Act, (iii) it that such Holder is not an affiliate (as defined in Rule 405 under of the Securities Act) of any Issuer or, if it is an affiliate, it will comply with Company within the registration and prospectus-delivery requirements meaning of the Securities Act to the extent applicable, (iv) if and that such Holder reasonably believes such Holder is not a brokeracting on behalf of any Person that could not truthfully make the foregoing representations. Upon consummation of an Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Securities, Exchange Securities as to which Section 2(c)(iv) is applicable and Exchange Securities held by Participating Broker-dealer, it is not engaged inDealers (as defined), and does not intend the Issuer shall have no further obligation to engage in, a distribution register Registrable Securities (other than Private Exchange Securities and other than in respect of any Exchange Notes and (vSecurities as to which clause 2(c)(iv) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus hereof applies) pursuant to Section 3 hereof. Other than in connection with any re-sale a deemed offering of such the Debentures, or a required exchange of Exchange NotesDebentures for Series B Exchange Debentures, required by this Section 2, no securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the CommissionSEC, the Issuers shall Company shall, for the benefit of the Holders, at the Company’s cost, use its commercially reasonable efforts to (iA) prepare and not later than 180 calendar days following the Exchange Date, file a Registration Statement (with the “SEC an Exchange Offer Registration Statement”) with the Commission Statement on an appropriate registration form under the Securities Act with respect to a registered offer (proposed Exchange Offer and the “Exchange Offer”) issuance and delivery to the Holders, in exchange any and all for each Series of the Registrable Notes for Securities, of a like aggregate principal amount of notes (including the guarantees with respect thereto, the “corresponding Series of Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default)Securities, (iiB) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate within 270 calendar days of the Exchange Offer within 180 days after the Issue Date. Upon , (C) keep the Exchange Offer Registration Statement being declared effective by until the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Company) after the date notice closing of the Exchange Offer is mailed to Holders. Each Holder that participates in and (D) cause the Exchange Offer will to be required to represent to consummated not later than 365 calendar days following the Exchange Date. After the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an Affiliate of the Company, (b) is not a broker-dealer who tendered Old Valspar Notes acquired directly from Valspar for its own account in writing that exchange for New SHW Notes, (ic) any is acquiring the Exchange Notes to be received by it will be acquired Securities in the ordinary course of its business, such Holder’s business and (iid) it is not engaged in and does not intend to engage in and has no arrangement arrangements or understanding understandings with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and under state securities or blue sky laws. In order to participate in violation the Exchange Offer, each Holder must represent to the Company at the time of the provisions consummation of the Securities Act, Exchange Offer (iiiwhich representation shall be contained in the letter of transmittal or other document accompanying the Exchange Offer Registration Statement) that it (i) is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements Affiliate of the Securities Act to the extent applicableCompany, (ivii) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange dealer who tendered Old Valspar Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes acquired directly from Valspar for its own account in exchange for Notes that were acquired as a result New SHW Notes, (iii) is acquiring the Exchange Securities in the ordinary course of market-making such Holder’s business and (iv) is not engaged in and does not intend to engage in and has no arrangements or other trading activities, it will deliver a prospectus understandings with any Person to participate in the distribution of the Exchange Securities. In connection with any re-sale of such the Exchange Notes.Offer, the Company shall:

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement registration statement (the “"Exchange Offer Registration Statement”") with the Commission on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to, subject to the Holders that participate complying with the immediately following paragraph, exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “"Exchange Notes”") that have provisions that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain restrictive legends, terms with respect to transfer restrictions or Liquidated Damages Additional Interest upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 210 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuers will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuers shall keep the Exchange Offer open for not less than 20 Business Days business days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (of the Company or any Guarantor, as defined in by Rule 405 under of the Securities Act) of any Issuer or, or if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain restrictive legends, terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable best efforts to consummate the Exchange Offer within 180 270 days after the Issue DateFebruary 15, 2011. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuers will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuers shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (of the Company or any Guarantor as defined in by Rule 405 under of the Securities Act) of any Issuer or, or if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement (the “"Exchange Offer Registration Statement”") within 90 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “"Exchange Notes”") that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially respective reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 150 days after the Issue Date and (iii) use their commercially respective reasonable best efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the CommissionSEC, the Issuers shall Company shall, for the benefit of the Holders, at the Company’s cost, use its commercially reasonable efforts to (iA) prepare and not later than 180 calendar days following the Settlement Date, file a Registration Statement (with the “SEC an Exchange Offer Registration Statement”) with the Commission Statement on an appropriate registration form under the Securities Act with respect to a registered offer (proposed Exchange Offer and the “Exchange Offer”) issuance and delivery to the Holders, in exchange any and all for each Series of the Registrable Notes for Securities, of a like aggregate principal amount of notes (including the guarantees with respect thereto, the “corresponding Series of Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default)Securities, (iiB) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and Act, (iiiC) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon keep the Exchange Offer Registration Statement being declared effective by until the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Company) after the date notice closing of the Exchange Offer is mailed to Holders. Each Holder that participates in and (D) cause the Exchange Offer will to be required to represent to consummated not later than 365 calendar days following the Settlement Date. After the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an Affiliate of the Company, (b) is not a broker-dealer who tendered Old Bard Notes acquired directly from Bard for its own account in writing that exchange for New BD Notes, (ic) any is acquiring the Exchange Notes to be received by it will be acquired Securities in the ordinary course of its business, such Holder’s business and (iid) it is not engaged in and does not intend to engage in and has no arrangement arrangements or understanding understandings with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and under state securities or blue sky laws. In order to participate in violation the Exchange Offer, each Holder must represent to the Company at the time of the provisions consummation of the Securities Act, Exchange Offer (iiiwhich representation shall be contained in the letter of transmittal or other document accompanying the Exchange Offer Registration Statement) that it (i) is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements Affiliate of the Securities Act to the extent applicableCompany, (ivii) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange dealer who tendered Old Bard Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes acquired directly from Bard for its own account in exchange for Notes that were acquired as a result New BD Notes, (iii) is acquiring the Exchange Securities in the ordinary course of market-making such Holder’s business and (iv) is not engaged in and does not intend to engage in and has no arrangements or other trading activities, it will deliver a prospectus understandings with any Person to participate in the distribution of the Exchange Securities. In connection with any re-sale of such the Exchange Notes.Offer, the Company shall:

Exchange Offer. (a) Unless The Company shall prepare and, within 60 -------------- days after the Exchange Offer would violate applicable law or any applicable interpretation date of original issuance of the staff of the Commission, the Issuers shall (i) file a Registration Statement Notes (the “"Issue Date"), file with the Securities and Exchange Commission (the "Commission") a registration statement (the "Exchange Offer Registration Statement”") with the Commission on an appropriate registration form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a registered proposed offer (the “"Exchange Offer”") to exchange any and all the Holders of the Registrable Notes to issue and deliver to such Holders, in exchange for the Notes, a like aggregate principal amount of notes (including debt securities of the guarantees with respect thereto, the “Exchange Notes”) that are Company identical in all material respects to the Notes (the "Exchange Notes"), except that for the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) relating to the Notes. The Company shall use their commercially reasonable its best efforts to cause the such Exchange Offer Registration Statement to be declared become effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon The Company shall commence the Exchange Offer promptly following the declaration of the effectiveness of the Exchange Offer Registration Statement Statement, it being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Company) after the date notice objective of the Exchange Offer to enable each Holder of the Notes to exchange such Holder's Notes for a like principal amount of Exchange Notes and (assuming that such Holder is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to not an affiliate of the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of , acquires the Exchange Notes in violation the ordinary course of such Holder's business and has no arrangements with any person to participate in the distribution of the provisions Exchange Notes) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act and the securities laws of the Securities Actseveral states of the United States. In connection with the Exchange Offer, (iiithe Company shall take such further action, including, without limitation, appropriate filings under state securities laws, as may be necessary to realize the foregoing objective, subject, however, to the proviso of Section 3(h) it below. If the Company effects the Exchange Offer, the Company will be entitled to close the Exchange Offer 30 days after the effective date of the related Registration Statement, provided that the Company has accepted all of the Notes theretofore validly tendered in accordance with the terms of the Exchange Offer. The Company shall include within the prospectus contained in the Exchange Offer Registration Statement a section entitled "Plan of Distribution", reasonably acceptable to the Initial Purchaser, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential "underwriter" status of any broker-dealer that is not an affiliate the beneficial owner (as defined in Rule 405 13d-3 under the Securities Act) Exchange Act of any Issuer or1934, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements of the Securities Act to the extent applicable, as amended (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such Exchange Notes.the

Exchange Offer. (a) Unless The Issuer and the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers Guarantors shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) within 105 days after the Merger Date with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 180 days after the Merger Date and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 210 days after the Issue Merger Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuer and the Guarantors will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuer and the Guarantors shall keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuer and the Guarantors in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer Act or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iviii) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (viv) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange NotesNotes and (v) such Holder has full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Issuer will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims.

Exchange Offer. The Issuer and the Guarantors shall, for the benefit of the Holders, at the Issuer and Guarantors’ expense, (a) Unless use their commercially reasonable efforts to file with the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement (the “SEC an Exchange Offer Registration Statement”) with the Commission Statement on an appropriate registration form under the 1933 Act with respect to a registered offer (proposed Exchange Offer and the “Exchange Offer”) issuance and delivery to the Holders, in exchange any and all of for the Registrable Notes for Securities, of a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default)Securities, (iib) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act and within 335 days of the Closing Date, (iiic) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon keep the Exchange Offer Registration Statement being declared effective by until the Commission, the Company will offer closing of the Exchange Notes in exchange for surrender of the Notes. The Company shall keep Offer, (d) use their commercially reasonable efforts to cause the Exchange Offer open Offer, if it has been commenced, to be consummated not later than 365 days following the Closing Date and (e) for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by a period of 90 days following the Company) after the date notice consummation of the Exchange Offer is mailed (or such shorter period of time during which the Participating Broker-Dealers are required by law to Holders. Each Holder that participates deliver a prospectus), to make available a prospectus meeting the requirements of the 1933 Act to any Participating Broker-Dealer for use in connection with any resale of any Exchange Securities acquired in the Exchange Offer Offer. The Exchange Securities will be required issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as soon as practicable, commence the Exchange Offer, it being the objective of such Exchange Offer to represent enable each Holder eligible and electing to the Company in writing exchange Registrable Securities for Exchange Securities (assuming that such Holder (i) any is not an affiliate of the Issuer within the meaning of Rule 405 under the 1933 Act, (ii) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer for its own account, (iii) acquired the Exchange Notes to be received by it will be acquired Securities in the ordinary course of its business, such Holder’s business and (iiiv) it has no arrangement arrangements or understanding understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes in violation of the provisions of the Securities Act, (iii) it and is not an affiliate (as defined prohibited by any law or policy from participating in Rule 405 the Exchange Offer) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act) of any Issuer or, if it is an affiliate, it will comply 1933 Act and under state securities or blue sky laws. In connection with the registration Exchange Offer, the Issuer and prospectus-delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such Exchange Notes.Guarantors shall:

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") within 90 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”"EXCHANGE OFFER") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”"EXCHANGE NOTES") that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially respective reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 150 days after the Issue Date and (iii) use their commercially reasonable best efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange Notes.

Exchange Offer. (a) Unless To the Exchange Offer would violate extent permitted by applicable law or any applicable interpretation of the staff of the CommissionDivision of Corporation Finance of the SEC, the Issuers shall (i) file with the SEC, no later than the applicable Filing Date, a Registration Statement (the “"Exchange Offer Registration Statement”") with the Commission on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes Transfer Restricted Securities for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “"Exchange Notes”") of the Issuers, guaranteed by the Guarantors and secured by the same collateral as the Notes, that are identical in all material respects to the Notes (except that the Exchange Notes (and the Guarantees of the Guarantors) shall not have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain terms no restrictive legend thereon. The Exchange Offer shall comply with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) all applicable tender offer rules and regulations under the Exchange Act and other applicable law. Each of the Issuers shall use their commercially reasonable its best efforts to (x) cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and on or before the applicable Effectiveness Date; (iiiy) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days at least 30 calendar days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 60th calendar day following the applicable Effectiveness Date. If, after the Exchange Offer Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the Exchange Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, the Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has that at the time of the consummation of the Exchange Offer such Holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it and that such Holder is not an affiliate (as defined in Rule 405 under of any of the Issuers within the meaning of the Securities Act) of any Issuer or, if it is an affiliate, it will comply with . No securities other than the registration and prospectus-delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive shall be included in the Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such Exchange NotesOffer Registration Statement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the CommissionSEC, the Issuers shall (i) use their reasonable best efforts to file with the SEC a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of notes debt securities of the Issuers (including the guarantees with respect thereto, the “Exchange Notes”) that are ), with terms substantially identical in all material respects to the Notes (Notes, as applicable, except that the Exchange Notes shall not contain terms no restrictive legend thereon. The Exchange Offer shall comply with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue DateAct. Upon the Exchange Offer Registration Statement being declared effective by the Commissionbecoming effective, the Company Issuers will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall Issuers will keep the Exchange Offer open for not less than at least 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date that notice of the Exchange Offer is mailed to Holders. For each Note surrendered to the Issuers pursuant to the Exchange Offer, the Holder who surrendered such Note shall receive an Exchange Note having a principal amount equal to that of the surrendered Note. Interest on each Exchange Note will accrue (y) from the later of (i) the last interest payment date on which interest was paid on the Note surrendered in exchange therefor or (ii) if the Note is surrendered for exchange between the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid and such interest payment date, the date of such interest payment date or (z) if no interest has been paid on such Note, from the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Company Issuers in writing that (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes to be received by it will be acquired in exchange for Registrable Securities tendered are being acquired in the ordinary course of its businessbusiness of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) it at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has no an arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, ; (iii) it neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is not an affiliate “affiliate” (as defined in Rule 405 under the Securities Act405) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements of the Securities Act to the extent applicable, Issuers; (iv) if such Holder is not a broker-dealer, it neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is not engaged in, and does not intend engaging in or intends to engage in, in a distribution of the Exchange Notes Notes; and (v) if such Holder is a brokerParticipating Broker-dealer Dealer that will receive Exchange Notes for its own account in exchange for Notes Registrable Securities that were acquired as a result of market-making or other trading activities, it such Holder will deliver a prospectus with any resale of such Exchange Notes; provided that the Issuers shall make available, during the period required by the Securities Act, a prospectus meeting the requirements of the Securities Act for use by Participating Broker-Dealers and other persons, if any, with similar prospectus delivery requirements for use in connection with any re-sale resale of such Exchange Notes. No securities other than the Exchange Notes and the Notes shall be included in the Exchange Offer Registration Statement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain restrictive legends, terms with respect to transfer restrictions or Liquidated Damages Additional Interest upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 270 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuers will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuers shall keep the Exchange Offer open for not less than 20 Business Days days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to registered Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (of the Company or any Guarantor as defined in by Rule 405 under of the Securities Act) of any Issuer or, or if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) within 90 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 210 days after the Issue Date and (iii) use their commercially reasonable best efforts to consummate the Exchange Offer within 180 240 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing that at the time of the consummation of the Exchange Offer (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (of the Issuer, as defined in Rule by rule 405 under of the Securities Act) of any Issuer or, or if it is an affiliateaffiliate of the Issuer, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-broker- dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers Company shall (i) file a Registration Statement registration statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to, subject to the Holders that participate complying with the immediately following paragraph, exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that have provisions that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain restrictive legends, terms with respect to transfer restrictions or Liquidated Damages Additional Interest upon a Registration Default), (ii) use their commercially its reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially its reasonable efforts to consummate the Exchange Offer within 180 210 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days business days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (of the Company, as defined in by Rule 405 under of the Securities Act) of any Issuer or, or if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange Notes.

Exchange Offer. (a) Unless The Company and the Exchange Offer would violate applicable law or any applicable interpretation of Guarantors shall file with the staff of SEC, no later than the CommissionFiling Date, the Issuers shall (i) file a Registration Statement (the “"Exchange Offer Registration Statement”") with the Commission on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes of the Company, guaranteed by the Guarantors (including on substantially the guarantees with respect theretosame terms as the Guarantees), the “Exchange Notes”) that are identical in all material respects to the Notes (Securities, except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Defaultno restrictive legend thereon (the "Exchange Notes"), (ii) use their commercially reasonable efforts and which are entitled to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender benefits of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (Indenture or longer if required by applicable law or otherwise extended by the Company) after the date notice of the Exchange Offer a trust indenture which is mailed to Holders. identical in all material respects Each Holder that (including, without limitation, each Participating Broker-Dealer (as defined)) who participates in the Exchange Offer will be required to represent to the Company Company, in writing that (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes to be received by it will be acquired in exchange for Registrable Notes tendered is being acquired in the ordinary course of its businessbusiness of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself, (ii) it at the time of the commencement of the Exchange Offer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has no an arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it the Holder is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements of the Securities Act to the extent applicableCompany, (iv) if such Holder is not a brokerParticipating Broker-dealerDealer, that it is has not engaged in, and does not intend to engage in, a the distribution of Exchange Notes Notes, and (v) if such Holder is a brokerParticipating Broker-dealer that will receive Exchange Dealer, such Holder acquired the Registrable Notes for its own account in exchange for Notes that were acquired as a result of market-making activities or other trading activities, activities and that it will deliver a prospectus in connection comply with the applicable provisions of the Securities Act with respect to resale of any re-sale of such Exchange Notes.. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) hereof is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further

Exchange Offer. (a) Unless To the Exchange Offer would violate extent not prohibited by any applicable law or any applicable interpretation of the staff of the Commission, the Issuers Issuer shall (i) file use its reasonable best efforts to cause to be declared effective under the Securities Act a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (Notes, including the guarantees with respect thereto, Guarantees thereof (the “Exchange Notes”) that are identical in all material respects to the Initial Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer Issuer will: (i) commence the Exchange Notes in exchange for surrender of Offer as soon as practicable after the Notes. The Company shall Exchange Offer Registration Statement is declared effective and (ii) keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuer in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (viv) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Initial Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus comply with the applicable provisions of the Securities Act in connection with any re-sale resale of such Exchange Notes, (v) such Holder has full power and authority to transfer the Initial Notes in exchange for the Exchange Notes and that the Issuer will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims; and (vi) such Holder is not an “affiliate” (as defined in Rule 405 promulgated under the Securities Act) of the Issuer.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers Company and the Guarantors shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain restrictive legends, terms with respect to transfer restrictions or Liquidated Damages Additional Interest upon a Registration Default)) on or prior to 180 days after the Issue Date, (ii) use their commercially its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or prior to 240 days after the Issue Date and (iii) use their commercially its reasonable best efforts to consummate the Exchange Offer within 180 280 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company and the Guarantors shall keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company and the Guarantors in writing that (i) any Exchange Notes to be received by it acquired in the Exchange Offer will be acquired in the ordinary course of its businessbusiness of the person receiving such Exchange Notes, whether or not such recipient is such Holder itself, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (of the Company or any Guarantor as defined in by Rule 405 under of the Securities Act) of any Issuer Act or, if it is such an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a comply with the applicable provision of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any re-sale resale of such Exchange Notes.

Exchange Offer. (a) Unless Upon the occurrence of an Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) in accordance with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the CommissionRights Agreement, the Company will offer issue and, upon receipt of a Company Order in accordance with Section 2.05 hereof, the Exchange Trustee will authenticate (i) Unrestricted Definitive Subordinated Notes in exchange for surrender an aggregate principal amount equal to the principal amount of the Notes. The Company shall keep the Restricted Definitive Subordinated Notes tendered in such Exchange Offer open for acceptance by each Person that certifies in the applicable Letter of Transmittal that (a) it is not less than 20 Business Days an affiliate (or longer if required by applicable law or otherwise extended by as defined in Rule 405 under the Securities Act) of the Company) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing that , (ib) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (iic) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes, and (d) it is not acting on behalf of any Person who could not truthfully make the statements set forth in clauses (a), (b), and (c) immediately above, and makes such other representations as may be reasonably necessary under applicable Commission rules, regulations, or interpretations to render the use of Form S-4 or another appropriate form under the Securities Act available or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in violation an aggregate principal amount equal to the aggregate principal amount of the provisions beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by each Person that certifies in the applicable Letter of the Securities Act, Transmittal that (iiiw) it is not an affiliate (as defined in Rule 405 under the Securities Act) of the Company, (x) any Issuer or, if it is an affiliate, Exchange Notes to be received by it will comply be acquired in the ordinary course of business, (y) it has no arrangement with any Person to participate in the registration and prospectus-delivery requirements distribution (within the meaning of the Securities Act to Act) of the extent applicableExchange Notes, and (ivz) if such Holder is not a broker-dealer, it is not engaged inacting on behalf of any Person who could not truthfully make the statements set forth in clauses (w), (x), and does not intend (y) immediately above, and makes such other representations as may be reasonably necessary under applicable Commission rules, regulations, or interpretations to engage inrender the use of Form S-4 or another appropriate form under the Securities Act available. Concurrently with the issuance of any such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, a distribution the Trustee will cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus issued in connection with any re-sale of such Exchange NotesOffer, will be treated as a single class of securities under this Indenture. For the avoidance of doubt, the only remedy for breach of registration rights is the Additional Interest set forth in Section 2(e) of the Registration Rights Agreement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers The Company shall (i) file a Registration Statement (the “"Exchange Offer Registration Statement”") within 90 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “"Exchange Notes”") that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 180 days after the Issue Date and (iii) use their commercially its reasonable best efforts to consummate the Exchange Offer within 180 45 days after following the Issue Dateeffective date of the Registration Statement. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (of the Company, as defined in Rule by rule 405 under of the Securities Act) of any Issuer or, or if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange NotesNotes and (vi) such Holder has full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Company will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the CommissionSEC, the Issuers shall use their commercially reasonable efforts to file with the SEC (iwithin such time as to comply with the requirements of the last sentence of this paragraph) file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes debt securities of the Company (including the guarantees with respect thereto, the “Exchange Notes”) ), that are identical in all material respects to the Notes (Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon, (ii) subject to compliance herewith, the Exchange Notes shall not contain terms be subject to any increase in annual interest rate as set forth in Section 4(a) hereof and (iii) interest thereon shall accrue from the last date on which interest was paid on the Notes or, if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with respect to transfer restrictions or Liquidated Damages upon a Registration Default)the TIA) and which, in either case, has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. Each Issuer shall (iix) use their its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and Act; (iiiy) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than at least 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date that notice of the Exchange Offer is mailed to Holders; and (z) use its commercially reasonable efforts to consummate the Exchange Offer on or prior to the 395th day following the Issue Date (or if such 395th day is not a Business Day, the next succeeding Business Day). Each Holder that (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Company Issuers in writing that (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes to be received by it will be acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of its businessbusiness of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) it at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has no an arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, ; (iii) it neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is not an affiliate “affiliate” (as defined in Rule 405 under the Securities Act405) of any Issuer or, if it is an affiliateaffiliate of any Issuer, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have its Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) if neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is not a broker-dealer, it is not engaged in, and does not intend engaging in or intends to engage in, in a distribution of the Exchange Notes; (v) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is prohibited by any law or policy of the SEC from participating in the Exchange Offer; and (vvi) if such Holder is a brokerParticipating Broker-dealer that will receive Exchange Dealer, such Holder has acquired the Registrable Notes for its own account in exchange for Notes that were acquired as a result of market-making activities or other trading activities, activities and that it will deliver a comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder). Upon consummation of the Exchange Offer in connection accordance with any re-sale this Section 2, the provisions of such this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers; provided, however, that the Issuers shall have no further obligation to register Registrable Notes, or file any Registration Statement in respect thereof, (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to this Agreement. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement.

Exchange Offer. (ai) Unless To ------------------------------------- -------------- the Exchange Offer would violate extent not prohibited by any applicable law or any applicable interpretation of the staff of the CommissionSEC, DPL shall, for the Issuers shall benefit of the Holders, at DPL's cost, use its reasonable best efforts to (iA) file a Registration Statement (prepare and cause to be filed with the “SEC, not later than 120 days after the Issue Date, an Exchange Offer Registration Statement”) with the Commission Statement on an appropriate registration form with respect under the Securities Act relating to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (iiB) use their commercially reasonable efforts to cause the such Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate by the Exchange Offer within SEC not later than 180 days after the Issue Date. Upon the Date and (C) keep such Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days 30 calendar days (or longer if required by applicable law or otherwise extended by law, and in any event through the CompanyExchange Period) after the date notice the Notice of the Exchange Offer is mailed to the Holders. Each Holder that participates in Upon the effectiveness of the Exchange Offer will be required Registration Statement, DPL shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to represent enable each Holder so electing to the Company in writing that (i) any exchange Registrable Securities for a like principal amount of Exchange Notes to be received by it will be (assuming that such Holder is not an Affiliate of DPL and is not x xxxxxx-xxxxxx xxxxxxxxx Xxxxxxxxxxx Xxxxxxxies acquired directly from DPL for its own account, acquires the Exchange Notes in the ordinary course of its business, (ii) it such Holder's business and has no arrangement arrangements or understanding understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes in violation and is not otherwise prohibited by any law or policy of the provisions of SEC from participating in the Securities ActExchange Offer) (any Holder meeting all such requirements, (iii) it is not hereinafter an affiliate (as defined in Rule 405 "ELIGIBLE HOLDER"), and to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration Act and prospectus-delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making under state securities or other trading activities, it will deliver a prospectus in connection with any re-sale of such Exchange Notesblue sky laws.

Exchange Offer. (a) Unless The Company shall file with the Exchange Offer would violate applicable law or any applicable interpretation of SEC, no later than the staff of the CommissionFiling Date, the Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) of the Company (guaranteed by the Guarantor) that are identical in all material respects to the Notes (except that the Exchange Notes (and the Guarantor’s guarantee thereof) shall not contain terms no restrictive legend thereon. The Exchange Offer shall comply with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) all applicable tender offer rules and regulations under the Exchange Act and other applicable law. The Company shall use their commercially reasonable its best efforts to (x) cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and on or before the Effectiveness Date; (iiiy) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days at least 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 30th day following the date on which the Exchange Offer Registration Statement is declared effective by the SEC. If, after the Exchange Offer Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the Exchange Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, the Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder that participates in the Exchange Offer will be required required, as a condition to its participation in the Exchange Offer, to represent to the Company in writing (which may be contained in the applicable letter of transmittal) that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has that at the time of the consummation of the Exchange Offer such Holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it and that such Holder is not an affiliate (as defined in Rule 405 under of the Company within the meaning of the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements . Upon consummation of the Securities Act Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to the extent applicableapply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers (iv) if such Holder is not a broker-dealer, it is not engaged inas defined), and does not intend the Company shall have no further obligation to engage in, a distribution of register Registrable Notes (other than Private Exchange Notes and (v) if such Holder is a broker-dealer that will receive other than in respect of any Exchange Notes for its own account as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such the Exchange NotesOffer Registration Statement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation Each of the staff of the Commission, the Issuers shall (i) agrees to file a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on no later than the Filing Date, an appropriate registration form with respect offer to a registered offer exchange (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including debt securities of the guarantees with respect thereto, the “Exchange Notes”) that Company which are identical in all material respects to the Notes (the “Exchange Notes”) (and which are entitled to the benefits of the Indenture (other than such changes to the Indenture as are necessary to comply with any requirements of the Commission to effect or maintain the qualification thereof under the TIA), except that the Exchange Notes shall not have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain terms no restrictive legend thereon. The Exchange Offer shall be registered under the Securities Act on the appropriate form (the “Exchange Registration Statement”) and shall comply with respect all applicable tender offer rules and regulations under the Exchange Act. Each of the Issuers agrees to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable its best efforts to (x) cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and on or before the Effectiveness Date; (iiiy) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 at least 30 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the later of the date notice of on which (i) the Exchange Offer is first mailed to HoldersPurchasers and (ii) the Exchange Registration Statement is declared effective by the Commission and launched; and (z) consummate the Exchange Offer on or prior to the 60th day following the date on which the Exchange Registration Statement is declared effective by the Commission. If after such Exchange Registration Statement is initially declared effective by the Commission, the Exchange Offer or the issuance of the Exchange Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Registration Statement shall be deemed not to have become effective for purposes of this Agreement and the Company shall immediately provide notice to the Trustee that the Exchange Registration Statement is no longer effective. Each Holder that who participates in the Exchange Offer will be required to represent to the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has that at the time of the consummation of the Exchange Offer such Holder will have no arrangement or understanding with any Person to participate in the distribution (of the Exchange Notes, that such Holder is not an affiliate of any Issuer within the meaning of the Securities Act) , and any additional representations that in the written opinion of counsel to the Issuers are necessary under then-existing interpretations of the Commission in order for the Exchange Registration Statement to be declared effective. Upon consummation of the Exchange Offer in accordance with this Section 2, the Issuers shall have no further obligation to register Registrable Notes other than in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) respect of any Issuer or, if it is an affiliate, it will comply Exchange Notes as to which clause 2(b)(iii) hereof applies. In connection with the registration and prospectus-delivery requirements of Exchange Offer, the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such Exchange Notes.Issuers shall:

Exchange Offer. (a) Unless The Issuer shall file with the Exchange Offer would violate applicable law or any applicable interpretation of SEC, no later than the staff of the CommissionFiling Date, the Issuers shall (i) file a Registration Statement (the “"Exchange Offer Registration Statement”Statements") with the Commission on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”offer") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “"Exchange Notes”") of the Issuer that are identical in all material respects to the Notes (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA) except that the Exchange Notes shall not contain terms no restrictive legend thereon. The Exchange Offer shall comply with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) all applicable tender offer rules and regulations under the Exchange Act and other applicable law. The Issuer shall use their commercially reasonable its best efforts to (x) cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and on or before the Effectiveness Date; (iiiy) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days at least 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 180th day following the Issue Date. Each Holder that participates in the Exchange Offer will be required required, as a condition to its participation in the Exchange Offer, to represent to the Company Issuer in writing (which may be contained in the applicable letter of transmittal) that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has that at the time of the consummation of the Exchange Offer such Holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it and that such Holder is not an affiliate (as defined in Rule 405 under of the Issuer within the meaning of the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements . Upon consummation of the Securities Act Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to the extent applicableapply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers (iv) if such Holder is not a broker-dealer, it is not engaged inas defined), and does not intend the Issuer shall have no further obligation to engage in, a distribution of register Registrable Notes (other than Private Exchange Notes and (v) if such Holder is a broker-dealer that will receive other than in respect of any Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such Exchange Notesto which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.

Exchange Offer. (a) Unless To the Exchange Offer would violate extent not prohibited by any applicable law or any applicable interpretation of the staff of the Commission, the Issuers Issuer shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”"EXCHANGE OFFER") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”"EXCHANGE NOTES") that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 240 days after the Issue Date and (iii) use their its commercially reasonable efforts to consummate the Exchange Offer within 180 45 days after the Issue Datedate on which the Exchange Offer Registration Statement is declared effective. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuer will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuer shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuer in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer Act or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iviii) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (viv) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus comply with the applicable provisions of the Securities Act in connection with any re-sale resale of such Exchange Notes, (v) such Holder has full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Issuer will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims; and (vi) such Holder is not our "affiliate" (as defined in Rule 405 promulgated under the Securities Act).

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Issuers shall (i) file a Registration Statement (the “"Exchange Offer Registration Statement”") within 75 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “"Exchange Notes”") that are identical in all material respects to the Notes (except that the Exchange Notes bear no restrictive legend thereon and shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially respective reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 150 days after the Issue Date and (iii) use their commercially respective reasonable best efforts to consummate complete the Exchange Offer within 180 days after the Issue Date; provided that the Exchange Offer may not be completed on or prior to June 1, 2003. The Exchange Offer shall be deemed completed or consummated for purposes of this Agreement upon delivery by the Company to the Trustee under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Notes tendered (and not withdrawn) by Holders thereof pursuant to the Exchange Offer. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by to complete the CompanyExchange Offer) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing (which may be contained in the applicable letter of transmittal) that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange NotesNotes and (vi) the Holder is not acting on behalf of any Persons who could not truthfully make the foregoing representations.

Exchange Offer. (a) Unless The Issuer and the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers Guarantors shall (i) file a Registration Statement (the “"Exchange Offer Registration Statement”") within 90 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “"Exchange Notes”") that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 180 days after the Issue Date and (iii) use their commercially reasonable best efforts to consummate the Exchange Offer within 180 210 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuer and the Guarantors will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuer and the Guarantors shall keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuer and the Guarantors in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer Act or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iviii) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (viv) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange NotesNotes and (v) such Holder has full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Issuer will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") within 150 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”"EXCHANGE OFFER") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”"EXCHANGE NOTES") that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages Additional Interest upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 240 days after the Issue Date and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 270 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuers will offer the Exchange Notes in exchange for surrender sur- render of the Notes. The Company Issuers shall keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities ActAct , (iii) it is not an affiliate (of the Company or any Guarantor as defined in Rule by rule 405 under of the Securities Act) of any Issuer or, or if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange Notes.

Exchange Offer. (a) Unless To the Exchange Offer would violate extent not prohibited by any applicable law or any applicable interpretation of the staff of the Commission, the Issuers Issuer shall (i) file within 90 days of the Issue Date a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), ) and (ii) use their commercially its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer Issuer will: (i) use its reasonable best efforts to commence the Exchange Notes in exchange for surrender of Offer as soon as practicable after the Notes. The Company shall Exchange Offer Registration Statement is declared effective, (ii) use its reasonable best efforts to keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders, and (iii) consummate the Exchange Offer within 40 days after the date on which the Exchange Offer Registration Statement is declared effective. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuer in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer Act or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iviii) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (viv) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus comply with the applicable provisions of the Securities Act in connection with any re-sale resale of such Exchange Notes, (v) such Holder has full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Issuer will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims; and (vi) such Holder is not an “affiliate” (as defined in Rule 405 promulgated under the Securities Act) of the Issuer.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the CommissionSEC, the Issuers shall Company shall, for the benefit of the Holders, at the Company’s cost, use its commercially reasonable efforts to (iA) prepare and not later than 120 calendar days following the Settlement Date, file a Registration Statement (with the “SEC an Exchange Offer Registration Statement”) with the Commission Statement on an appropriate registration form under the Securities Act with respect to a registered offer (proposed Exchange Offer and the “Exchange Offer”) issuance and delivery to the Holders, in exchange any and all for each Series of the Registrable Notes for Securities, of a like aggregate principal amount of notes (including the guarantees with respect thereto, the “corresponding Series of Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default)Securities, (iiB) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and within 255 calendar days of the Settlement Date, (iiiC) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon keep the Exchange Offer Registration Statement being declared effective by until the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Company) after the date notice closing of the Exchange Offer is mailed to Holders. Each Holder that participates in and (D) cause the Exchange Offer will to be required to represent to consummated not later than 365 calendar days following the Settlement Date. After the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an Affiliate of the Company, (b) is not a broker-dealer who tendered Old Ralcorp Notes acquired directly from Ralcorp for its own account in writing that exchange for New ConAgra Foods Notes, (ic) any acquired the Exchange Notes to be received by it will be acquired Securities in the ordinary course of its business, such Holder’s business and (iid) it is not engaged in and does not intend to engage in and has no arrangement arrangements or understanding understandings with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and under state securities or blue sky laws. In order to participate in violation the Exchange Offer, each Holder must represent to the Company at the time of the provisions consummation of the Securities Act, Exchange Offer (iiiwhich representation shall be contained in the letter of transmittal or other document accompanying the Exchange Offer Registration Statement) that it (i) is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements Affiliate of the Securities Act to the extent applicableCompany, (ivii) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange dealer who tendered Old Ralcorp Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes acquired directly from Ralcorp for its own account in exchange for Notes that were New ConAgra Foods Notes, (iii) acquired as a result the Exchange Securities in the ordinary course of market-making such Holder’s business and (iv) is not engaged in and does not intend to engage in and has no arrangements or other trading activities, it will deliver a prospectus understandings with any Person to participate in the distribution of the Exchange Securities. In connection with any re-sale of such the Exchange Notes.Offer, the Company shall:

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) within 75 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes bear no restrictive legend thereon and shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially respective reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 150 days after the Issue Date and (iii) use their commercially respective reasonable best efforts to consummate complete the Exchange Offer within 180 days after the Issue Date; provided that the Exchange Offer may not be completed on or prior to December 1, 2003. The Exchange Offer shall be deemed completed or consummated for purposes of this Agreement upon delivery by the Company to the Trustee under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Notes tendered (and not withdrawn) by Holders thereof pursuant to the Exchange Offer. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by to complete the CompanyExchange Offer) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company in writing (which may be contained in the applicable letter of transmittal) that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange NotesNotes and (vi) the Holder is not acting on behalf of any Persons who could not truthfully make the foregoing representations.

Exchange Offer. (a) Unless To the Exchange Offer would violate extent not prohibited by any applicable law or any applicable interpretation of the staff of the CommissionSEC, the Issuers Company shall (iA) prepare and, on or prior to 45 days after the date of this Agreement, file with the SEC a Registration Statement (relating to the “Exchange Offer Registration Statement”) with under the Commission on an appropriate registration form Securities Act with respect to a registered an offer by the Company to the Holders to issue and deliver to such Holders, in exchange for Transfer Restricted Notes (the “other than Private Exchange Offer”) to exchange any and all of the Registrable Notes for Notes, if any), a like aggregate principal amount of notes (including the guarantees with respect thereto, the “corresponding Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (iiB) use their commercially reasonable its best efforts to cause the Registration Statement relating to the Exchange Offer Registration Statement to be declared effective by the SEC under the Securities Act on or prior to 135 days after the date of this Agreement, and (iiiC) use their commercially reasonable efforts to consummate unless the Exchange Offer within 180 days after would not then be permitted by a policy of the Issue SEC, commence the applicable Exchange Offer and use its best efforts to issue, on or prior to the Consummation Date, the Exchange Notes. Upon The offer and sale of the Exchange Notes pursuant to the Exchange Offer shall be registered pursuant to the Securities Act on the appropriate form (the "Exchange Registration Statement being declared effective by the Commission, the Company Statement") and duly registered or qualified under all applicable state securities or Blue Sky laws and will comply with all applicable tender offer rules and regulations of the Exchange Notes in exchange for surrender of the NotesAct and state securities or Blue Sky laws. The Company Exchange Offer and the Private Exchange shall keep not be subject to any condition, other than that the Exchange Offer open for and the Private Exchange, as the case may be, does not less than 20 Business Days (or longer if required by violate any applicable law or otherwise extended by interpretation of the Company) after staff of the date notice SEC. Upon consummation of the Exchange Offer is mailed in accordance with this Section 2, the provisions of this Agreement shall continue to Holdersapply, MUTATIS MUTANDIS, solely with respect to Transfer Restricted Notes that are Private Exchange Notes and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Transfer Restricted Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 3(a)(iii)(B) hereof applies) pursuant to Section 3 hereof. Each Holder that participates No securities shall be included in the Registration Statement covering the Exchange Offer will be required to represent to other than the Company in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such Exchange Notes.

Exchange Offer. (a) Unless The Issuer and the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers Guarantors shall use all commercially reasonable efforts to (i) file a Registration Statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”"EXCHANGE OFFER") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”"EXCHANGE NOTES") that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 240 days after the Issue Date and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 30 business days after the Issue Datedate on which the Exchange Offer Registration Statement is declared effective. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuer will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuer shall keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuer in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of any Issuer Act or, if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iviii) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and Notes, (viv) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange NotesNotes and (v) such Holder has full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Issuer will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT”) within 150 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange OfferEXCHANGE OFFER”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange NotesEXCHANGE NOTES”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages Additional Interest upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 240 days after the Issue Date and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 270 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuers will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuers shall keep the Exchange Offer open for not less than 20 Business Days 30 days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. The Issuers shall use their commercially reasonable efforts to issue the Exchange Notes as “additional notes” under the August 2009 Senior Note Indenture. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate (of the Company or any Guarantor as defined in by Rule 405 under of the Securities Act) of any Issuer or, or if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act in connection with any re-sale resale of such Exchange Notes.

Exchange Offer. (a) Unless Upon the occurrence of the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) in accordance with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use their commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the CommissionRights Agreement, the Company will offer issue, under the Exchange Indenture and, upon receipt of an authentication order in accordance with the Indenture, the Trustee will authenticate one or more Unrestricted Global Notes in exchange for surrender an aggregate principal amount equal to the principal amount of the Notes. The Company shall keep beneficial interests in the Exchange Offer open Restricted Global Notes accepted for not less than 20 Business Days (or longer if required by applicable law or otherwise extended by the Company) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates exchange in the Exchange Offer will be required to represent to by each Person that certifies in the Company in writing applicable letter of transmittal (A) that (i) any Exchange Notes Securities to be received by it will be acquired in the ordinary course of its business, (iiB) that at the time of the commencement of the Exchange Offer, it has no arrangement or understanding with any Person person to participate in the distribution (within the meaning of the Securities Act) of the any Exchange Notes Securities in violation of the provisions of the Securities Act, (iiiC) that it is not an affiliate “affiliate” (as defined in Rule 405 promulgated under the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements of the Securities Act to the extent applicableCompany, (ivD) if such Holder Person is not a broker-dealer, that it is not engaged in, and does not intend to engage in, a the distribution of any Exchange Notes Securities; and (vE) if such Holder Person is a broker-dealer that will receive Exchange Notes Securities for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any re-sale resale of such Exchange Securities.. Following the consummation of the Exchange Offer, the Exchange Securities will be treated as the same series as the original Notes. Concurrently with the issuance of such Exchange Securities, the Trustee will cause the aggregate principal amount of the Restricted Global Notes to be reduced accordingly. EXHIBIT A [FORM OF FACE OF NOTE] [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [Restricted Notes Legend] THIS NOTE AND THE RELATED GUARANTEE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF S&P GLOBAL INC. (THE “COMPANY”) THAT THIS NOTE OR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY, (2) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A) IN ACCORDANCE WITH RULE 144A, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF SUCH CASES IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, REPRESENTS AND AGREES THAT IT SHALL NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2) OR (3) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH IS AN EXHIBIT TO THE INDENTURE) MUST BE DELIVERED TO THE TRUSTEE EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE UNDER WHICH THIS NOTE WAS ISSUED. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (4) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE ONLY AT THE DIRECTION OF THE COMPANY. Prior to the expiration of the Restricted Period each Regulation S Note shall bear the following additional legend: THIS NOTE AND THE RELATED GUARANTEE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE AT THE DIRECTION OF THE COMPANY AFTER 40 DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DATE ON WHICH THE NOTES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND (B) THE ORIGINAL ISSUE DATE OF THE NOTES. XXXXXXX X-0 [FORM OF 2.450% SENIOR NOTES DUE 2027] S&P GLOBAL INC. 2.450% SENIOR NOTE DUE 2027 Fully and Unconditionally Guaranteed by Standard & Poor’s Financial Services LLC Principal Amount: $ No. A- CUSIP: 78409VBA11 U75091AN52 ISIN: US78409VBA171 USU75091AN572 S&P GLOBAL INC., a New York corporation (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $___ on March 1, 2027 (the “Maturity Date”) (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon from March 18, 2022 (the “Original Issue Date”) or from the most recent Interest Payment Date to which interest has been paid or duly provided for semi-annually at the rate of 2.450% per annum, on March 1 and September 1 (each such date, an “Interest Payment Date”), commencing September 1, 2022, until the principal hereof is paid or made available for payment.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the The Issuers shall (i) use their reasonable best efforts to file a Registration Statement (the “Exchange Offer Registration Statement”) within 90 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including the guarantees with respect thereto, the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain restrictive legends, terms with respect to transfer restrictions or Liquidated Damages Additional Interest upon a Registration Default), (ii) use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 180 days after the Issue Date and (iii) use their commercially reasonable best efforts to consummate the Exchange Offer within 180 210 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company Issuers will offer the Exchange Notes in exchange for surrender of the Notes. The Company Issuers shall keep the Exchange Offer open for not less than 20 Business Days days (or longer if required by applicable law or otherwise extended by the Companylaw) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Company Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities ActAct , (iii) it is not an affiliate (of the Company or any Guarantor as defined in by Rule 405 under of the Securities Act) of any Issuer or, or if it is an affiliate, it will comply with the registration and prospectus-prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale resale of such Exchange Notes.

Exchange Offer. (a) Unless The Issuer agrees to file with the Exchange Offer would violate applicable law or any applicable interpretation of SEC after the staff of the Commission, the Issuers shall (i) file a Registration Statement Issue Date an offer to exchange (the “Exchange Offer Registration Statement”) with the Commission on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (including debt securities of the guarantees with respect thereto, the “Exchange Notes”) that Issuer which are identical in all material respects to the respective Notes (the "Exchange Securities") (and which are entitled to the benefits of the Indenture which, as of the commencement of the Exchange Offer, will have been qualified under the TIA), except that the Exchange Notes Securities shall not contain terms with respect have been registered pursuant to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use their commercially reasonable efforts to cause the Exchange Offer an effective Registration Statement to be declared effective under the Securities Act and (iii) shall contain no restrictive legend thereon. The Issuer agrees to use their commercially its reasonable best efforts to consummate the Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company shall keep the Exchange Offer open for not less than 20 Business Days (or longer if such period as is required by applicable law or otherwise extended by the Company) after the date notice effectiveness of the Exchange Offer is mailed Registration Statement (as defined below) and to Holdersconsummate the Exchange Offer on or prior to the Consummation Date. The Exchange Offer will be registered under the Securities Act on the appropriate form (the "Exchange Registration Statement") and will comply with all applicable tender offer rules and regulations under the Exchange Act. Each Holder that who participates in the Exchange Offer will be required deemed to represent to the Company in writing that (i) any Exchange Notes to be Securities received by it will be acquired in the ordinary course of its business, (ii) it has that at the time of the consummation of the Exchange Offer such Holder will have no arrangement or understanding with any Person person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes Securities in violation of the provisions of the Securities Act, (iii) it and that such Holder is not an affiliate (as defined in Rule 405 under of the Issuer within the meaning of the Securities Act) of any Issuer or, if it is an affiliate, it will comply with the registration and prospectus-delivery requirements . Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities Act that are Private Exchange Securities and Exchange Securities held by Participating Broker-Dealers (provided that in the case of Exchange Securities held by Participating Broker-Dealers, the provisions of this Agreement shall continue to apply only for a period of 120 days (subject to extension under the extent applicable, (ivcircumstances described in the last paragraph of Section 5) if after the effective date of the Exchange Registration Statement or for such Holder is not a brokershorter period ending when all of the Exchange Securities held by such Participating Broker-dealer, it is not engaged inDealers have been sold), and does not intend the Issuer shall have no further obligation to engage in, a distribution register Registrable Securities (other than Private Exchange Securities and other than Exchange Securities as to which clause (c)(1)(A) hereof applies) pursuant to Section 3 of this Agreement. No securities other than the Exchange Notes and (v) if such Holder is a broker-dealer that will receive Securities shall be included in the Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any re-sale of such Exchange NotesRegistration Statement.