Common use of Registered Exchange Offer Clause in Contracts

Registered Exchange Offer. The Company shall prepare and, not later than 45 days following the Issue Date (as hereinafter defined), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes of the Company (the "Exchange Securities") substantially identical to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 days after the Issue Date and to be consummated no later than 165 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open for a period of not less than 20 business days (or longer, if required by applicable law) (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors and the Trustee or such other bank or trust company reasonably satisfactory to you, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical to the Indenture except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined below) not complying with the requirements of the next sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder's business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall prepare andshall, at its own cost, not later than 45 120 days following after the date of original issue of the Initial Securities (the “Issue Date (as hereinafter definedDate”), the Company prepare and the Guarantors (i) shall file with the Securities and Exchange Commission (the “Commission”) a registration statement (the "“Exchange Offer Registration Statement"”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the "“Registered Exchange Offer"”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of senior subordinated notes debt securities (the “Exchange Securities”) of the Company (issued under the "Exchange Securities") substantially Indenture and identical in all material respects to the Securities, Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities, (ii) .” The Company shall use their its reasonable best efforts to cause the such Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 days after within 180 days, of the Issue Date and to be consummated no later than 165 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "“Exchange Offer Registration Period"”). The Company shall use its reasonable best efforts to consummate the Registered Exchange Securities Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”). If the Company effects the Registered Exchange Offer, the Company will be issued under entitled to close the Indenture or an indenture (Registered Exchange Offer promptly following 30 days after the "commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Securities Indenture") between Offer. Following the Company, the Guarantors and the Trustee or such other bank or trust company reasonably satisfactory to you, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical to the Indenture except for the transfer restrictions relating to the Securities (as described above). Upon declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined below) not complying with the requirements of the next sentenceAct, (b) acquires the Exchange Securities in the ordinary course of such Holder's ’s business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesSecurities and is not prohibited by any law or policy of the Commission from participating in the Registered 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge Company acknowledges that, pursuant to current interpretations by the Commission's ’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "“Exchanging Dealer"”), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover, in (b) Annex B hereto in the "“Exchange Offer Procedures" ” section and the "“Purpose of the Exchange Offer" ” section, and in (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 Registered Exchange Offer. The Company shall use its reasonable best 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 Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company Issuers shall (i) use their reasonable best efforts to prepare and, not later than 45 180 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the "Exchange Securities") substantially identical to the Securities), except for that the Exchange Securities will not contain terms with respect to transfer restrictions relating to the Securitiesrestrictions, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 270 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 300 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for with respect to the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate (as defined in Rule 405 under the Securities Act) of the Company within the meaning of the Securities Act Issuers or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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 CompanyEach Issuer, the each Initial Purchasers Purchaser and each Exchanging Dealer (as defined below) acknowledge acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, (i) each Holder which that is a broker-dealer electing to exchange Securities, Securities acquired for its own account as a result of market market-making activities or other trading activities, activities for Exchange Securities (an "Exchanging Dealer"), ) is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the covercover of such prospectus, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" sectionsections of such prospectus, and in 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 Registered Exchange Offer and (ii) if an Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act ("Regulation S-K"), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the "Private Exchange Securities"), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company Issuers shall:

Registered Exchange Offer. The Company Issuers shall (i) use their reasonable best efforts to prepare and, not later than 45 90 days following the date of original issuance of the Securities (the “Issue Date (as hereinafter definedDate”), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "“Exchange Offer Registration Statement"”) on an appropriate form under the Securities Act with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of the Securities (the “Registered Exchange Of- fer”) to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the "“Exchange Securities") substantially identical to the Securities”), except for that the Exchange Securities will not contain terms with respect to transfer restrictions relating to the Securitiesrestrictions, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 225 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "“Exchange Offer Registration Period"”). The Exchange Securities will be issued under the Indenture or an indenture (the "“Exchange Securities Indenture"”) between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "“Exchange Securities Trustee"”), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for with respect to the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate (as defined in Rule 405 under the Securities Act) of the Company within the meaning of the Securities Act Issuers or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business ’s business, and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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 CompanyEach Issuer, the each Initial Purchasers Purchaser and each Exchanging Dealer (as defined below) acknowledge acknowledges that, pursuant to current interpretations by the Commission's ’s staff of Section 5 of the Securities Act, (i) each Holder which that is a broker-dealer electing to exchange Securities, Securities acquired for its own account as a result of market market-making activities or other trading activities, activities for Exchange Securities (an "“Exchanging Dealer"), ”) is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the covercover of such prospectus, in Annex B hereto in the "“Exchange Offer Procedures" section ” and the "“Purpose of the Exchange Offer" section” sections of such prospectus, and in 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 Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company Issuers shall:

Registered Exchange Offer. The Company Issuer and the Guarantors shall use their reasonable best efforts to prepare and, not later than 45 180 days following the date of original issuance of the Euro Senior Subordinated Notes (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an Form S-4 (or, if applicable, on another appropriate form form) under the Securities Act with respect to a proposed offer to the Holders of the Euro Senior Subordinated Notes (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the SecuritiesEuro Senior Subordinated Notes, a like aggregate principal amount of senior subordinated notes debt securities of the Company Issuer (the "Exchange SecuritiesEuro Senior Subordinated Notes") substantially that are identical to the SecuritiesEuro Senior Subordinated Notes, except that the Exchange Euro Senior Subordinated Notes will not be subject to restrictions on transfer or to any increase in annual interest for the transfer restrictions relating failure to the Securities, (ii) shall use their reasonable best efforts to comply with this Agreement and thereafter cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 260 days after the Issue Date Date, and the Registered Exchange Offer to be consummated completed no later than 165 290 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open for a period of not less than 20 business days (or longer, if required by applicable law) (such period being called the "Exchange Offer Registration Period")Date. The Exchange Securities Euro Senior Subordinated Notes will be issued under the Euro Senior Subordinated Indenture or an indenture (the "Exchange Securities Euro Senior Subordinated Indenture") between among the CompanyIssuer, the Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Euro Initial Purchasers, as trustee (the "Exchange Securities Euro Senior Subordinated Trustee"), such indenture to be substantially identical to the Indenture Euro Senior Subordinated Indenture, except for the transfer restrictions that such indenture shall not contain any provisions relating to restrictions on transfer with respect to the Securities (as described above)Exchange Euro Senior Subordinated Notes or to any increase in annual interest for failure to comply with this Agreement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Euro Senior Subordinated Notes for Exchange Securities Euro Senior Subordinated Notes (assuming that such Holder (a) is not (i) an affiliate (as defined in Rule 405 under the Securities Act) of the Company within the meaning of the Securities Act Issuer or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not a Euro Senior Subordinated Initial Purchaser holding Euro Senior Subordinated Notes that have the status of an unsold allotment remaining from the initial distribution of the Euro Senior Subordinated Notes, (c) acquires the Exchange Securities Euro Senior Subordinated Notes in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesEuro Senior Subordinated Notes) and to trade such Exchange Securities Euro Senior Subordinated 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. The CompanyIssuer, the Guarantors, the Euro Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange SecuritiesEuro Senior Subordinated Notes, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities Euro Senior Subordinated Notes (an "Exchanging Dealer"), is required may be deemed to be an "underwriter" within the meaning of the Securities Act and must deliver a prospectus containing meeting the information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose requirements of the Exchange Offer" section, and in Annex C hereto in the "Plan of Distribution" section of such prospectus Securities Act in connection with a sale of any such Exchange Securities Euro Senior Subordinated Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer. In connection with the Registered Exchange Offer, the Company Issuer shall:

Registered Exchange Offer. The Company Issuer and the Guarantors shall use their reasonable best efforts to prepare and, not later than 45 180 days following the date of original issuance of the Dollar Senior Subordinated Notes (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an Form S-4 (or, if applicable, on another appropriate form form) under the Securities Act with respect to a proposed offer to the Holders of the Dollar Senior Subordinated Notes (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the SecuritiesDollar Senior Subordinated Notes, a like aggregate principal amount of senior subordinated notes debt securities of the Company Issuer (the "Exchange SecuritiesDollar Senior Subordinated Notes") substantially that are identical to the SecuritiesDollar Senior Subordinated Notes, except that the Exchange Dollar Senior Subordinated Notes will not be subject to restrictions on transfer or to any increase in annual interest for the transfer restrictions relating failure to the Securities, (ii) shall use their reasonable best efforts to comply with this Agreement and thereafter cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 260 days after the Issue Date Date, and the Registered Exchange Offer to be consummated completed no later than 165 290 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open for a period of not less than 20 business days (or longer, if required by applicable law) (such period being called the "Exchange Offer Registration Period")Date. The Exchange Securities Dollar Senior Subordinated Notes will be issued under the Dollar Senior Subordinated Indenture or an indenture (the "Exchange Securities Dollar Senior Subordinated Indenture") between among the CompanyIssuer, the Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Dollar Initial Purchasers, as trustee (the "Exchange Securities Dollar Senior Subordinated Trustee"), such indenture to be substantially identical to the Indenture Dollar Senior Subordinated Indenture, except for the transfer restrictions that such indenture shall not contain any provisions relating to restrictions on transfer with respect to the Securities (as described above)Exchange Dollar Senior Subordinated Notes or to any increase in annual interest for failure to comply with this Agreement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Dollar Senior Subordinated Notes for Exchange Securities Dollar Senior Subordinated Notes (assuming that such Holder (a) is not (i) an affiliate (as defined in Rule 405 under the Securities Act) of the Company within the meaning of the Securities Act Issuer or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not a Dollar Initial Purchaser holding Dollar Senior Subordinated Notes that have the status of an unsold allotment remaining from the initial distribution of the Dollar Senior Subordinated Notes, (c) acquires the Exchange Securities Dollar Senior Subordinated Notes in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesDollar Senior Subordinated Notes) and to trade such Exchange Securities Dollar Senior Subordinated 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. The CompanyIssuer, the Guarantors, the Dollar Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange SecuritiesDollar Senior Subordinated Notes, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities Dollar Senior Subordinated Notes (an "Exchanging Dealer"), is required may be deemed to be an "underwriter" within the meaning of the Securities Act and must deliver a prospectus containing meeting the information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose requirements of the Exchange Offer" section, and in Annex C hereto in the "Plan of Distribution" section of such prospectus Securities Act in connection with a sale of any such Exchange Securities Dollar Senior Subordinated Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer. In connection with the Registered Exchange Offer, the Company Issuer shall:

Registered Exchange Offer. The Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall prepare and, not later than 45 90 days following (such 90th day being a "FILING DEADLINE") after the Issue Date date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (as hereinafter definedthe "CLOSING DATE"), the Company and the Guarantors (i) shall file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the "Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the "SECURITIES ACT"), with respect to a proposed offer (the "Registered Exchange OfferREGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company issued under the Indenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the "Exchange SecuritiesEXCHANGE SECURITIES") substantially identical to the Securities, except for the transfer restrictions relating to the Securities, (ii) ). The Company shall use their reasonable its best efforts to (i) cause the such Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 within 150 days after the Issue Closing Date and to be consummated no later than 165 days after the Issue Date (such 150th day being an "EFFECTIVENESS DEADLINE") and (iiiii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered 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 Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration PeriodStatement is declared effective (such 40th day being the "CONSUMMATION DEADLINE"). The Exchange Securities will be issued under Following the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors and the Trustee or such other bank or trust company reasonably satisfactory to you, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical to the Indenture except for the transfer restrictions relating to the Securities (as described above). Upon declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined below) not complying with the requirements of the next sentenceAct, (b) acquires the Exchange Securities in the ordinary course of such Holder's business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesSecurities and is not prohibited by any law or policy of the Commission from participating in the Registered 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge 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, (i) each Holder which is 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 "Exchanging DealerEXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, in (b) Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and in (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 Registered Exchange Offer and (ii) 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 Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its best 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 Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) 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 the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) 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 Registered Exchange Offer. If, upon consummation of the Registered 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 Registered 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 and identical in all material respects to the Initial Securities (the "PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the "SECURITIES". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall prepare and, not later than 45 days following the Issue Date (as hereinafter defined), the Company Issuers and the Guarantors (i) shall use their reasonable best efforts to prepare and file with the Commission a registration statement (the "“Exchange Offer Registration Statement"”) on an Form S-4 (or, if applicable, on another appropriate form form) under the Securities Act with respect to a proposed offer to the Holders of the Notes (the "“Registered Exchange Offer"”) to the Holders to issue and deliver to such Holders, in exchange for the SecuritiesNotes, a like aggregate principal amount of senior subordinated notes debt securities of the Company Issuers (the "“Exchange Securities"Notes”) substantially that are identical to the SecuritiesNotes, except that the Exchange Notes will not be subject to restrictions on transfer or to any increase in annual interest for the transfer restrictions relating failure to the Securities, (ii) shall use their reasonable best efforts to comply with this Agreement and thereafter cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 365 days after the date of original issuance of the Notes (the “Issue Date”), and the Registered Exchange Offer to be completed no later than 395 days after the Issue Date and to be consummated no later than 165 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open for a period of not less than 20 business days (or longer, if required by applicable law) (such period being called the "Exchange Offer Registration Period")Date. The Exchange Securities Notes will be issued under the Indenture or an indenture (the "“Exchange Securities Indenture"”) between among the CompanyIssuers, the Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "“Exchange Securities Trustee"”), such indenture to be substantially identical to the Indenture Indenture, except for the transfer restrictions that such indenture shall not contain any provisions relating to restrictions on transfer with respect to the Securities (as described above)Exchange Notes or to any increase in annual interest for failure to comply with this Agreement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer Offer, to enable each Holder electing to exchange Securities Notes for Exchange Securities Notes (assuming that such Holder (a) is not (i) an affiliate (as defined in Rule 405 under the Securities Act) of either of the Company within the meaning of the Securities Act Issuers or (ii) any Guarantor or an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Notes that have the status of an unsold allotment remaining from the initial distribution of the Notes, (c) acquires the Exchange Securities Notes in the ordinary course of such Holder's ’s business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesNotes) and to trade such Exchange Securities 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. The CompanyIssuers, the Guarantors, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's ’s staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange SecuritiesNotes, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities Notes (an "“Exchanging Dealer"”), is required may be deemed to be an “underwriter”, within the meaning of the Securities Act and must deliver a prospectus containing meeting the information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose requirements of the Exchange Offer" section, and in Annex C hereto in the "Plan of Distribution" section of such prospectus Securities Act in connection with a sale of any such Exchange Securities Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer. In connection with the Registered Exchange Offer, the Company Issuers and the Guarantors shall:

Registered Exchange Offer. The Company shall (i) prepare and, not later than 45 75 days following the Issue Date date of original issuance of the Securities (as hereinafter definedthe "ISSUE DATE"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange OfferREGISTERED EXCHANGE OFFER") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange SecuritiesEXCHANGE SECURITIES") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 135 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration PeriodEXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities IndentureEXCHANGE SECURITIES INDENTURE") between among the Company, the Guarantors RIC Holding and Holding and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities TrusteeEXCHANGE SECURITIES TRUSTEE"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) to do so, and 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging DealerEXCHANGING DEALER"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "PRIVATE Exchange"), a like aggregate principal amount of debt securities of the Company (the "PRIVATE EXCHANGE SECURITIES") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall (i) prepare and, not later than 45 90 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 180 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors Company and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, (i) each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the coverhereto, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, section and in 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 Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act and the Exchange Act ("Regulation S-K"). If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall (i) prepare and, not later than 45 90 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 210 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors Company and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Initial Purchasers and each Holder that is a broker-dealer electing to exchange Securities acquired for its own account as a result of market-making activities or other trading activities for Exchange Securities (an "Exchanging Dealer (as defined belowDealer") acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), Dealer is required to deliver a prospectus containing substantially the information set forth (i) in Annex A hereto on the covercover of such prospectus, (ii) in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, sections of such prospectus and (iii) in Annex C hereto in the "Plan of Distribution" section of such prospectus prospectus, in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall (i) prepare and, not later than 45 60 days following the Issue Date date of original issuance of the Securities (as hereinafter definedthe "ISSUE DATE"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange OfferREGISTERED EXCHANGE OFFER") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company that are identical in all material respects to the Securities (the "Exchange SecuritiesEXCHANGE SECURITIES") substantially identical to the Securities), except for the transfer restrictions relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 185 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration PeriodEXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities IndentureEXCHANGE SECURITIES INDENTURE") between the Company, the Guarantors Company and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchaser, as trustee (the "Exchange Securities TrusteeEXCHANGE SECURITIES TRUSTEE"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act Company, or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not the Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business business, and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Initial Purchasers Purchaser and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, Securities acquired for its own account as a result of market market-making activities or other trading activities, activities for Exchange Securities (an "Exchanging DealerEXCHANGING DEALER"), is required to deliver a prospectus containing substantially the information set forth in Annex ANNEX A hereto on the covercover of such prospectus, in Annex ANNEX B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" sectionsections of such prospectus, and in Annex 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 Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "PRIVATE EXCHANGE"), a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Exchange Securities (the "PRIVATE EXCHANGE SECURITIES"), except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company and the Subsidiary Guarantors shall (i) prepare and, not later than 45 90 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their respective reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 180 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Subsidiary Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Subsidiary Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder's business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Subsidiary Guarantors, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company and the Subsidiary Guarantors shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company and the Subsidiary Guarantors shall use their reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. The Private Exchange Securities, however, will carry a restrictive legend. In connection with the Registered Exchange Offer, the Company and the Subsidiary Guarantors shall:

Registered Exchange Offer. The Company shall prepare and, not later than 45 days following Upon the Issue Date (as hereinafter defined), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount occurrence of senior subordinated notes of the Company (the "Exchange Securities") substantially identical to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 days after the Issue Date and to be consummated no later than 165 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open for a period of not less than 20 business days (in accordance with the Registration Rights Agreement, the Issuer or longer, if required by applicable law) (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, as applicable, will issue, under the Guarantors and Second Supplemental Indenture, and, upon receipt of an authentication order in accordance with the Indenture, the Trustee will authenticate one or such other bank or trust company reasonably satisfactory to you, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical more Global Notes in an aggregate principal amount equal to the Indenture except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness principal amount of the Exchange Offer Registration Statement, beneficial interests in the Company shall promptly commence Restricted Global Notes accepted for exchange in the Registered Exchange Offer, it being Offer by Persons that certify in the objective applicable letter of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities transmittal that (assuming that such Holder (aA) is they are not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined below) not complying with the requirements of the next sentenceBroker-Dealers, (bB) acquires the Exchange Securities they are not participating in the ordinary course of such Holder's business and (c) has no arrangements or understandings with any person to participate in the a distribution of the Exchange SecuritiesSecurities and (C) 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, the Initial Purchasers and each Exchanging Dealer they are not affiliates (as defined belowin Rule 144) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities ActIssuer or the Company, each Holder which is a broker-dealer electing to exchange Securities, acquired for its own account as a result applicable. Following the consummation of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer. In connection with the Registered Exchange Offer, the Company shall: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, and the Issuer or the Company, as applicable, will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Definitive Notes in the appropriate principal amount. 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 ISSUER 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 SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER STATE SECURITIES LAW. THIS SECURITY REPRESENTED BY THIS GLOBAL CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR (B) PURSUANT TO AN APPLICABLE EXEMPTION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, AND UNLESS IN ACCORDANCE WITH THE INDENTURE REFERRED TO HEREINAFTER, COPIES OF WHICH ARE AVAILABLE AT THE CORPORATE TRUST OFFICE OF THE TRUSTEE. EACH PURCHASER OF THE SECURITIES REPRESENTED HEREBY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER (TOGETHER WITH ANY SUCCESSOR PROVISION, AND AS SUCH RULE MAY HEREAFTER BE AMENDED FROM TIME TO TIME, “RULE 144A”). IN ADDITION, ANY SUCH TRANSFER OR OTHER DISPOSITION IS SUBJECT TO THE CONDITIONS CONTAINED IN THE PURCHASE AGREEMENT. A COPY OF SUCH CONDITIONS WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ALL OTHER APPLICABLE JURISDICTIONS, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. Prior to the expiration of the Restricted Period each Regulation S Note shall bear the following additional legend: THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. [FORM OF NOTE] No. $ MAPLE ESCROW SUBSIDIARY, INC.

Registered Exchange Offer. The Company shall (i) prepare and, not later than 45 60 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their its commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 180 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Guarantors, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall (i) prepare and, -------------------------- not later than 45 60 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the ---------- "Exchange Offer Registration Statement") on an appropriate form under the -------------------------------------- Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in ------------------------- exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all ------------------- material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 150 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will ---------------------------------- be issued under the Indenture or an indenture (the "Exchange Securities ------------------- Indenture") between the Company, the Guarantors Company and the Trustee or such other bank or trust --------- company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all --------------------------- material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing ----------------- substantially 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, section and in 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 Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate ---------------- principal amount of debt securities of the Company (the "Private Exchange ---------------- Securities") that are identical in all material respects to the Exchange ---------- Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number, and, if applicable, the same CINS number, as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company and the Subsidiary Guarantors shall (i) prepare and, not later than 45 120 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 210 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between among the Company, the Subsidiary Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Subsidiary Guarantors, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall (i) prepare and, not ------------------------- later than 45 90 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 210 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors Company and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Initial Purchasers and each Holder that is a broker-dealer electing to exchange Securities acquired for its own account as a result of market-making activities or other trading activities for Exchange Securities (an "Exchanging Dealer (as defined belowDealer") acknowledge that, ----------------- pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), Dealer is required to deliver a prospectus containing substantially the information set forth (i) in Annex A hereto on the covercover of such prospectus, (ii) in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, sections of such prospectus and (iii) in Annex C hereto in the "Plan of Distribution" section of such prospectus prospectus, in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company and the Guarantors shall (i) prepare and, not later than 45 75 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 180 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined below) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Guarantors, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, (i) each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Exchange Securities acquired in exchange for Securities constituting any portion of an unsold allotment, such Initial Purchaser will be required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company and the Subsidiary Guarantors shall (i) prepare and, not later than 45 90 days following the Issue Date date of original issuance of the Securities (as hereinafter definedthe "ISSUE DATE"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange OfferREGISTERED EXCHANGE OFFER") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange SecuritiesEXCHANGE SECURITIES") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the SecuritiesSecurities and provisions relating to liquidated damages, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 210 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration PeriodEXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities IndentureEXCHANGE SECURITIES INDENTURE") between among the Company, the Subsidiary Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities TrusteeEXCHANGE SECURITIES TRUSTEE"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities and provisions relating to liquidated damages (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Subsidiary Guarantors, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging DealerEXCHANGING DEALER"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "PRIVATE EXCHANGE"), a like aggregate principal amount of debt securities of the Company (the "PRIVATE EXCHANGE SECURITIES") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall (i) prepare and, not later than 45 days following the Issue Date (as hereinafter defined)September 30, the Company and the Guarantors (i) shall 2003, file with the Commission a registration statement (the "“Exchange Offer Registration Statement"”) on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "“Registered Exchange Offer"”) to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "“Exchange Securities"”) substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the date of original issuance of the Securities (the “Issue Date Date”) and the Registered Exchange Offer to be consummated no later than 165 180 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "“Exchange Offer Registration Period"”). The Exchange Securities will be issued under the Indenture or an indenture (the "“Exchange Securities Indenture"”) between the Company, the Guarantors Company and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchaser, as trustee (the "“Exchange Securities Trustee"”), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's ’s business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Initial Purchasers Purchaser and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's ’s staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "“Exchanging Dealer"”), is required to deliver a prospectus containing substantially 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, ” section and in 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 Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the written request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company (the “Private Exchange Securities”) that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company and the Guarantors shall ------------------------- (i) prepare and, not later than 45 60 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration ---------- statement (the "Exchange Offer Registration Statement") on an appropriate form ------------------------------------- under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such ------------------------- Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company unconditionally guaranteed, on a senior subordinated basis, by the Guarantors (the "Exchange Securities") substantially that are identical in all material ------------------- respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 185 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued ---------------------------------- under the Indenture or an indenture (the "Exchange Securities Indenture") between among ----------------------------- the Company, the Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material --------------------------- respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) acquires the Exchange Securities in the ordinary course of such HolderXxxxxx's business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Guarantors, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is ----------------- required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate ---------------- principal amount of debt securities of the Company guaranteed by the Guarantors (the "Private Exchange Securities") that are identical in all material respects --------------------------- to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company and the Guarantors shall:

Registered Exchange Offer. The Unless, because of any change in law or applicable interpretations thereof by the Commission's staff, the Company and the Note Guarantors determine in good faith after consultation with counsel that they are not permitted to effect the Registered Exchange Offer (as defined herein), the Company and the Note Guarantors shall (i) prepare and, not later than 45 75 days following the Issue Date (as hereinafter defined)Closing Date, the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Consenting Notes (the "Registered Exchange OfferREGISTERED EXCHANGE OFFER") to the Holders to issue and deliver to such Holders, in exchange for the SecuritiesConsenting Notes, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange SecuritiesEXCHANGE NOTES") substantially that are identical in all material respects to the SecuritiesConsenting Notes, except for the transfer restrictions relating to the SecuritiesConsenting Notes and provisions relating to liquidated damages or additional interest, (ii) shall use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Closing Date and the Registered Exchange Offer to be consummated no later than 165 190 days after the Issue Closing Date and (iii) shall keep the Registered Exchange Offer open for a period of not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration PeriodEXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities Notes will be issued under the Amended and Restated Indenture or an indenture (the "Exchange Securities IndentureEXCHANGE NOTES INDENTURE") between among the Company, the Note Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Solicitation Agent, as trustee (the "Exchange Securities TrusteeEXCHANGE NOTES TRUSTEE"), such indenture to be substantially identical in all material respects to the Indenture Amended and Restated Indenture, except for the transfer restrictions relating to the Securities Consenting Notes and provisions relating to liquidated damages or additional interest (as described above). All references in this Agreement to "prospectus" shall, except where the context otherwise requires, include any prospectus (or amendment or supplement thereto) filed with the Commission pursuant to Section 6 of this Agreement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Consenting Notes for Exchange Securities Notes (assuming that such Holder (a) is not (i) an affiliate of the Company (within the meaning of Rule 405 under the Securities Act Act) of the Company or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) acquires the Exchange Securities Notes in the ordinary course of such Holder's business and business, (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesNotes and (d) if such Holder is not an Exchanging Dealer (as defined below), it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes) and to trade such Exchange Securities 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. The Company, the Initial Purchasers Note Guarantors, the Solicitation Agent and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange SecuritiesConsenting Notes, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities Notes (an "Exchanging DealerEXCHANGING DEALER"), is required to deliver a prospectus containing substantially 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, section (if any) and in Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Securities Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder shall notify the Company in writing that it holds any Consenting Notes acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder notifies the Company in writing that it believes that it is not entitled to participate in the Registered Exchange Offer (other than because it has an understanding or arrangement with any person to participate in the distribution of the Exchange Notes) and such Holder has not received a written opinion from counsel to the Company, reasonably acceptable to such Holder to the effect that such Holder is legally permitted to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Notes in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Consenting Notes held by such Holder (the "PRIVATE EXCHANGE"), a like aggregate principal amount of debt securities of the Company (the "PRIVATE EXCHANGE NOTES") that are identical in all material respects to the Exchange Notes, except for the transfer restrictions relating to such Private Exchange Notes and provisions relating to liquidated damages and additional interest. The Private Exchange Notes will be issued under the same indenture as the Exchange Notes, and, if permitted under the policies established at such time by the CUSIP Service Bureau of Standard & Poor's Corporation, the Company shall use commercially reasonable efforts to cause the Private Exchange Notes to bear the same CUSIP number as the Exchange Notes. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall (i) prepare and, not ------------------------- later than 45 90 days following the Issue Date date of original issuance of the Drs. (as hereinafter definedthe "ISSUE DATE"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Drs. (the "Registered Exchange OfferREGISTERED EXCHANGE OFFER") to the Holders to issue and deliver to such Holders, in exchange for the SecuritiesDrs., a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange SecuritiesEXCHANGE DRS.") substantially that are identical in all material respects to the SecuritiesDrs., except for the transfer restrictions relating to the SecuritiesDrs., (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 210 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration PeriodEXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities Drs. will be issued under the Indenture or an same indenture (the "Exchange Securities IndentureINDENTURE") between the Company, the Guarantors Company and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities TrusteeTRUSTEE"), such indenture to be substantially identical to as the Indenture except for the transfer restrictions relating to the Securities (as described above)Drs. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Drs. for Exchange Securities Drs. (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Drs. that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities Drs. in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate participate, and is not participating, in the distribution of the Exchange SecuritiesDrs.) and to trade such Exchange Securities Drs. 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange SecuritiesDrs., acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities Drs. (an "Exchanging DealerEXCHANGING DEALER"), is required to deliver a prospectus containing substantially 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, section and in Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Securities Drs. received by such Exchanging Dealer pursuant to the Registered Exchange Offer. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company and the Subsidiary Guarantors shall (i) prepare and, not later than 45 60 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company guaranteed on a like basis by the Subsidiary Guarantors (such debt securities and guarantees, collectively the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 180 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between by and among the Company, the Subsidiary Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Subsidiary Guarantors shall as promptly as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate (as defined in Rule 405 under the Securities Act) of the Company within or the meaning of the Securities Act Subsidiary Guarantors or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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 Statesxxxxxxx xxxxxx xx xxx Xxxxxx Xxxxxx. The Company, the Subsidiary Guarantors, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. In addition, each Holder that is not an Exchanging Dealer will be required to represent that it is not engaged, and does not intend to engage in, the distribution (as defined in the Securities Act) of the Exchange Securities. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company and the Subsidiary Guarantors shall, upon the request of any such Holder and receipt of an opinion of counsel for such Holder, reasonably satisfactory in form and substance to outside counsel of the Company, to the effect that the Private Exchange (as defined below) does not require compliance with the registration requirements of the Securities Act, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company guaranteed on a like basis by the Subsidiary Guarantors (such debt securities and guarantees, collectively the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company and the Subsidiary Guarantors shall use their reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company and the Subsidiary Guarantors shall:

Registered Exchange Offer. The Company shall (i) prepare and, not later than 45 60 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities and the Guarantees (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the SecuritiesSecurities and the Guarantees, a like aggregate principal amount of senior subordinated notes debt securities of the Company and guarantees thereof by the Guarantors (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 180 days after the Issue Date and the Exchange Offer to be consummated no later than 165 220 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). An Exchange Offer Registration Statement pursuant to this Section 1 or a Shelf Registration Statement pursuant to Section 2 hereof will not be deemed to have become effective unless it has been declared effective by the Commission; provided, however, that if, after it has been declared effective, the offering of Exchange Securities pursuant to an Exchange Offer Registration Statement or a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference, until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Guarantors, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. If, prior to the consummation of the Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company and guarantees thereof by the Guarantors (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall (i) prepare and, not later than 45 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 135 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors Company and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder's business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall Each of the Issuer, the Partnership, the Partners and PRG (hereinafter referred to collectively as the "Issuer Group"), jointly and severally, shall, at its own cost, prepare and, not later than 45 120 days following after the Issue Date effectiveness date of the PRG Guarantee (as hereinafter definedthe "Effective Date"), the Company and the Guarantors (i) shall file with the Securities and Exchange Commission (the "Commission") a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act Act, with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof) who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer to issue and deliver to such Holders, in exchange for the SecuritiesInitial Securities (including the related PRG Guarantee), a like aggregate principal amount of senior subordinated notes of Exchange Securities (including the Company (PRG Guarantee, the "Exchange Securities") substantially identical of the Issuer issued under the Indenture, entitling the Holders thereof to the Securities, benefits of the PRG Guarantee and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Securities, (iiInitial Securities and the provisions relating to the matters described in Section 6 hereof) but that are registered under the Securities Act. The Issuer Group shall use their its reasonable best efforts to cause the such Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 within 240 days after the Issue Effective Date and to be consummated no later than 165 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The If the Issuer Group effects the Registered Exchange Securities Offer, the Issuer Group will be issued under entitled to close the Indenture or an indenture (Registered Exchange Offer 20 business days after the "commencement thereof, provided that the Issuer Group has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Securities Indenture") between Offer. Following the Company, the Guarantors and the Trustee or such other bank or trust company reasonably satisfactory to you, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical to the Indenture except for the transfer restrictions relating to the Securities (as described above). Upon declaration of the effectiveness of the Exchange Offer Registration Statement, the Company Issuer Group shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of any member of the Company Issuer Group within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined below) not complying with the requirements of the next sentenceAct, (b) acquires the Exchange Securities in the ordinary course of such HolderXxxxxx's business and (c) business, has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesSecurities and is not prohibited by any law or policy of the Commission from participating in the Registered 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge Issuer Group 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, each Holder which is 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 "Exchanging Dealer"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, in (b) Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and in (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 Registered Exchange Offer. The Issuer Group shall use its reasonable best 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 Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer, such period shall be the lesser of 120 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer Group 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 120 days after the consummation of the Registered Exchange Offer. The Initial Securities and the Exchange Securities are herein collectively called the "Securities". In connection with the Registered Exchange Offer, the Company Issuer Group shall:

Registered Exchange Offer. The Company and the Guarantors shall ------------------------- prepare and, not later than 45 days following the Issue Date (as hereinafter defined)Closing Date, the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company guaranteed by the Guarantors (the "Exchange Securities") substantially identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their reasonable its best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 within 105 days after of the Issue Closing Date and to be consummated no later than 165 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors and the Trustee or such other bank or trust company reasonably satisfactory to you, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical to in all material respects with the Indenture except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company or the Guarantors within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined below) not complying with the requirements of the next sentenceAct, (b) acquires the Exchange Securities in the ordinary course of such Holder's business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) 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, Company and the Initial Purchasers and each Exchanging Dealer (as defined below) Guarantors acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, (i) each Holder which is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer Dealer, pursuant to the Registered Exchange OfferOffer and (ii) if any Initial Purchaser elects to sell Exchange Securities acquired in exchange for Securities constituting any portion of an unsold allotment it is required to deliver a prospectus, containing the information required by items 507 and/or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such a sale. In connection with the Registered Exchange Offer, the Company and the Guarantors shall:

Registered Exchange Offer. The Company shall (i) prepare and, not later than 45 60 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Transfer Restricted Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Transfer Restricted Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Transfer Restricted Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement 29 to become effective under the Securities Act no later than 120 160 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 25 business days after the Issue Date effective date of the Exchange Offer Registration Statement and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is first mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities and Private Exchange Securities (as defined below, if any) will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors Company and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above)Transfer Restricted Securities. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser with Securities that have the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, (i) each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act and the Exchange Act ("Regulation S-K"). Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Participating Broker-Dealers (as defined), and the Company shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in the initial distribution of the Securities, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company Issuers shall (i) prepare and, not later than 45 75 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the SecuritiesNotes and are unconditionally guaranteed by the Guarantors, except for the transfer restrictions relating to the Securities, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 180 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors Issuers and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning any of the Securities Act Issuers or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) to do so and 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 CompanyIssuers, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities and are unconditionally guaranteed by the Guarantors, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Issuers shall use their reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company Issuers shall:

Registered Exchange Offer. The Company shall (i) prepare and, not later than 45 90 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 210 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 240 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors Company and the Trustee or such other bank or trust company that is reasonably satisfactory to you, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer 30 days after the commencement thereof provided that the Company has accepted all the Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. The Company may, in its discretion, accept tenders of Notes for Exchange Notes after the date that the Company consummates the Exchange Offer with respect to Notes tendered as of the date of initial consummation and, for purposes of Section 3(a)(iii), the Exchange Offer shall be deemed to have been consummated notwithstanding any such extension of the tender period. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, Securities acquired for its own account as a result of market market-making activities or other trading activities, activities for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall (i) prepare and, not later than 45 90 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 180 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors Company and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company Unless the Registered Exchange Offer (as defined herein) is not permitted under applicable law or rules or regulations of the Commission, the Issuers and DonJoy shall (i) prepare and, not later than 45 75 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company Issuers (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 225 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between among the CompanyIssuers, the Guarantors DonJoy and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchaser, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). All references in this Agreement to "prospectus" shall, except where the context otherwise requires, include any prospectus (or amendment or supplement thereto) filed with the Commission pursuant to Section 6 of this Agreement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act Issuers or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not the Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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 CompanyIssuers, DonJoy, the Initial Purchasers Purchaser and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. In connection If, prior to the consummation of the Registered Exchange Offer, any Holder shall notify the Company in writing that it holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder notifies the Company in writing that it believes that it is not entitled to participate in the Registered Exchange Offer (other than because it has an understanding or arrangement with any person to participate in the distribution of the Exchange Securities) and such Holder has not received a written opinion from counsel to the Issuers, reasonably acceptable to such Holder to the effect that such Holder is legally permitted to participate in the Registered Exchange Offer, the Company Issuers shall:, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Issuers (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Issuers shall use their reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities.

Registered Exchange Offer. The Company shall (i) prepare and, not later than 45 90 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions and registration rights relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 210 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors Company and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the registration provisions of the Securities Act and without material restrictions under the registration provisions of the securities laws of the several states of the United States. The Company, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall (i) prepare and, not later than 45 100 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 200 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 230 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors Company and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above)Securities. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate (as defined in Rule 405 under the Securities Act) of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in Annex C hereto in the "Plan of Distribution" section of such prospectus (or any comparable section thereof) in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Unless the Registered Exchange Offer (as defined herein) shall not be permitted by applicable law or applicable interpretation of the staff of the Securities and Exchange Commission (the “SEC” or “Commission”), the Company shall (i) prepare and, not later than 45 150 days following the Issue Date date of the original issuance of the Securities (the date of such filing being referred to herein as hereinafter definedthe “Filing Date”), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "“Exchange Offer Registration Statement"”) on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "“Registered Exchange Offer"”) to the Holders to issue and deliver to such Holders, in exchange for the Securities, Securities a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "“Exchange Securities"”) that are substantially identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their its commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 210 days after the Issue Date and to be consummated no later than 165 days after the Issue Filing Date and (iii) shall keep as soon as practicable after the effectiveness of the Exchange Offer Registration Statement, initiate the Registered Exchange Offer open for a period of not less than 20 business days (or longer, if required by applicable law) (such period being called as set forth in the "Exchange Offer Registration Period")following paragraph. The Exchange Securities will be issued under the Indenture or an same indenture as the Securities (the "Exchange Securities “Indenture"”) to be dated as of August 16, 2010, between the Company, the Subsidiary Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "“Trustee”), with such modifications as may be appropriate to account for the registration of the Exchange Securities Trustee"), such indenture to be substantially identical to the Indenture except for the transfer restrictions relating to under the Securities (as described above)Act. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in the Initial Placement, (c) acquires the Exchange Securities in the ordinary course of such Holder's ’s business and (cd) has no arrangements or understandings with any person to participate participate, and is not participating, in the distribution of the Exchange Securities) and 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, the Initial Purchasers Holders and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's ’s staff of Section 5 of the Securities Act, each Holder which that is a brokerBroker-dealer Dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "“Exchanging Dealer"”), is required to deliver a prospectus containing the information set forth in Annex A hereto on the coverrequired, 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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer, to deliver a prospectus containing substantially the information set forth (i) in Annex A hereto on the cover of such prospectus, (ii) in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section of such prospectus and (iii) in Annex C hereto in the “Plan of Distribution” section of such prospectus, in each case subject to any changes, additions, deletions or moving of such disclosure required by the SEC. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall prepare andUpon the written request of any holders of Securities, aggregating not later less than 45 days following 25% in aggregate principal amount at maturity of the Issue Date Securities at the time then outstanding, which request may be made at any time on or after November 12, 2002 (as hereinafter definedthe "Trigger Date"), the Company and the Guarantors shall (i) shall prepare and file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for any and all of the SecuritiesSecurities (including any and all PIK Notes issued after consummation of the Registered Exchange Offer under the Exchange Securities Indenture (as defined below)), a like aggregate principal amount at maturity of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for that they will have been registered pursuant to an effective registration statement under the transfer restrictions relating to the SecuritiesSecurities Act and will not contain provisions restricting transfer, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Trigger Date and the Registered Exchange Offer to be consummated no later than 165 180 days after the Issue Trigger Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities as well as any PIK Notes will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors Company and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined below) not complying with the requirements of the next sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder's business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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 blue sky or securities laws of the several states of the United States. The Company, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall prepare and, not later than 45 days following the date on which the original Securities were sold to the Initial Purchaser pursuant to the Purchase Agreement (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Securities and Exchange Commission (the "Commission") a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially identical in all material respects to the Securities, except for the transfer restrictions restrictions, registration rights and liquidated damages relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and to be consummated no later than 165 180 days after the Issue Date Date, and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) commencing the date notice of the Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors Company and the Trustee or such other bank or trust company reasonably satisfactory to you, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined below) not complying with the requirements of the next sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder's business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange Securities from and after their receipt without any limitations or restrictions restrictions, except as provided herein, under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company, the Initial Purchasers Purchaser and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities ActAct by the Commission's staff, (i) each Holder which is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange OfferOffer and (ii) if the Initial Purchaser elects to sell Exchange Securities acquired in exchange for Securities constituting any portion of an unsold allotment it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such a sale. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall (i) prepare and, not later than 45 90 days following the Issue Date date of original issuance of the Series A Notes (as hereinafter definedthe "ISSUE DATE"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Series A Notes (the "Registered Exchange OfferREGISTERED EXCHANGE OFFER") to the Holders to issue and deliver to such Holders, in exchange for the SecuritiesSeries A Notes, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange SecuritiesEXCHANGE NOTES") substantially that are identical in all material respects to the SecuritiesSeries A Notes, except for the transfer restrictions relating to the SecuritiesSeries A Notes, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 210 days after the Issue Date (such later date, the "CONSUMMATION DEADLINE") and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration PeriodEXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities Notes will be issued under the Indenture or an indenture (the "Exchange Securities Indenture"EXCHANGE NOTES INDENTURE" ) between among the Company, the Guarantors Company and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities TrusteeEXCHANGE NOTES TRUSTEE"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities Series A Notes (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such the Registered Exchange Offer to enable each Holder electing to exchange Securities Series A Notes for Exchange Securities Notes (assuming that such Holder (ai) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying that fails to comply with the requirements of the next sentence, (bii) is not an Initial Purchaser holding Series A Notes that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (iii) acquires the Exchange Securities Notes in the ordinary course of such Holder's business and (civ) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesNotes) and to trade such Exchange Securities 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. The Company, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange SecuritiesSeries A Notes, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities Notes (an "Exchanging DealerEXCHANGING DEALER"), ) is required to deliver a prospectus containing substantially 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 The Exchange Offer" section, section and in Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Securities Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Series A Notes acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Notes in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Series A Notes held by such Holder (the "PRIVATE EXCHANGE"), a like aggregate principal amount of debt securities of the Company (the "PRIVATE EXCHANGE NOTES") that are identical in all material respects to the Exchange Notes, except for the transfer restrictions relating to such Private Exchange Notes. The Private Exchange Notes will be issued under the same indenture as the Exchange Notes, and the Company shall use its reasonable efforts to cause the Private Exchange Notes to bear the same CUSIP number as the Exchange Notes. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company and Holdings shall (i) prepare and, not later than 45 90 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 225 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Securities Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between among the Company, the Guarantors Holdings and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon As soon as practicable after the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, Holdings, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall prepare and, not later than 45 60 days following the date on which the original Securities were sold to the Initial Purchaser pursuant to the Purchase Agreement (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Securities and Exchange Commission (the "Commission") a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially identical in all material respects to the Securities, except for the transfer restrictions restrictions, registration rights and liquidated damages relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and to be consummated no later than 165 180 days after the Issue Date Date, and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) commencing the date notice of the Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors Company and the Trustee or such other bank or trust company reasonably satisfactory to you, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate "affiliate" of the Company within the meaning of Rule 405 of the Securities Act or (ii) an Exchanging Dealer (as defined below) not complying with 675677.3 the requirements of the next sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder's business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange Securities from and after their receipt without any limitations or restrictions restrictions, except as provided herein, under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company, the Initial Purchasers Purchaser and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities ActAct by the Commission's staff, (i) each Holder which is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange OfferOffer and (ii) if the Initial Purchaser elects to sell Exchange Securities acquired in exchange for Securities constituting any portion of an unsold allotment it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such a sale. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company Issuers shall (i) prepare and, not later than 45 105 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company that are identical in all material respects to the Notes with the Guarantees of the Guarantors (the "Exchange Securities") substantially identical to the Securities), except for that the Exchange Securities will not contain terms with respect to transfer restrictions relating to the Securitiesor registration rights, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 180 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between among the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate (as defined in Rule 405 under the Securities Act) of the Company within the meaning of the Securities Act Issuers or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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 CompanyEach Issuer, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, (i) each Holder which that is a broker-dealer electing to exchange Securities, Securities acquired for its own account as a result of market market-making activities or other trading activities, activities for Exchange Securities (an "Exchanging Dealer"), ) is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the covercover of such prospectus, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" sectionsections of such prospectus, and in 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 Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, such Initial Purchaser is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act ("Regulation S-K"), as applicable, in connection with such sale. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company with guarantees of the Guarantors that are identical in all material respects to the Exchange Securities (the "Private Exchange Securities"), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company Issuers shall:

Registered Exchange Offer. The Company Issuer shall (i) prepare and, not ------------------------- later than 45 120 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the ---------- "Exchange Offer Registration Statement") on an appropriate form under the ------------------------------------- Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in ------------------------- exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company Issuer (the "Exchange Securities") substantially that are identical in all ------------------- material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 180 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer -------------- Registration Period"). The Exchange Securities will be issued under the ------------------- Indenture or an indenture (the "Exchange Securities Indenture") between among the Company----------------------------- Issuer, the Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Purchasers, as trustee (the "Exchange -------- Securities Trustee"), such indenture to be substantially identical in all material respects to ------------------ the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act Issuer or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not a Purchaser holding Securities that have, or that are reasonable likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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 CompanyIssuer, the Initial Guarantors, the Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to ----------------- deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. In connection with the Registered Exchange Offer, the Company Issuer shall:

Registered Exchange Offer. The Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall prepare and, not later than 45 90 days following (such 90th day being an "EXCHANGE OFFER FILING DEADLINE") after the Issue Date date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (as hereinafter definedthe "CLOSING DATe"), the Company and the Guarantors (i) shall file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the "Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933 (the "SECURITIES ACT"), with respect to a proposed offer (the "Registered Exchange OfferREGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 7 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company issued under the Indenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the "Exchange SecuritiesEXCHANGE SECURITIES") substantially identical to the Securities, except for the transfer restrictions relating to the Securities, (ii) ). The Company shall use their its commercially reasonable best efforts to (i) cause the such Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 within 180 days after the Issue Closing Date and to be consummated no later than 165 days after the Issue Date (such 180th day being an "EXCHANGE OFFER EFFECTIVENESS DEADLINE") and (iiiii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered 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 Registered Exchange Offer) and (ii) will use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration PeriodStatement is declared effective (such 40th day being the "CONSUMMATION DEADLINE"). The Exchange Securities will be issued under Following the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors and the Trustee or such other bank or trust company reasonably satisfactory to you, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical to the Indenture except for the transfer restrictions relating to the Securities (as described above). Upon declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined below) not complying with the requirements of the next sentenceAct, (b) acquires the Exchange Securities in the ordinary course of such Holder's business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesSecurities and is not prohibited by any law or policy of the Commission from participating in the Registered 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge 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, (i) each Holder which is 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 "Exchanging DealerEXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, in (b) Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and in (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 Registered Exchange Offer and (ii) 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 Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. All references in this Agreement to "prospectus" shall, except when the context otherwise requires, include any prospectus (or amendment or supplement thereto) filed with the Commission pursuant to Section 4 of this Agreement. The Company shall use its 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 Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) 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 the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) 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 Registered Exchange Offer. If, upon consummation of the Registered 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 Registered 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 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 of America) to the Initial Securities (the "PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the "SECURITIES". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall (i) prepare and, not later than 45 90 days following the Issue Date date of original issuance of the Securities (as hereinafter definedthe "ISSUE DATE"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange OfferEXCHANGE OFFER") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange SecuritiesEXCHANGE SECURITIES") substantially that are identical in all material respects to the Securities, except for that the transfer restrictions relating to U.S. securities laws shall be eliminated and the SecuritiesExchange Securities will not contain provisions regarding the payment of additional interest or be subject to further registration rights, (ii) shall use their its commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and the Exchange Offer to be consummated no later than 165 180 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration PeriodEXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities IndentureEXCHANGE SECURITIES INDENTURE") between the Company, the Guarantors Company and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities TrusteeEXCHANGE SECURITIES TRUSTEE"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for that the transfer restrictions relating to U.S. securities laws shall be eliminated and the Exchange Securities (as described above)will not contain provisions regarding the payment of additional interest or be subject to further registration rights. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging DealerEXCHANGING DEALER"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. If, prior to the consummation of the Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "PRIVATE EXCHANGE"), a like aggregate principal amount of debt securities of the Company (the "PRIVATE EXCHANGE SECURITIES") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to U.S. securities laws shall be eliminated and such Private Exchange Securities will not contain provisions regarding the payment of additional interest or be subject to further registration rights. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company Holdings shall (i) use its reasonable best efforts to prepare and, not later than 45 60 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of Holdings that are identical in all material respects to the Company Securities (the "Exchange Securities") substantially identical to the Securities), except for that the Exchange Securities will not contain terms with respect to transfer restrictions relating to the Securitiesrestrictions, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Senior Discount Notes Indenture (the "Indenture") or an indenture (the "Exchange Securities 2 Indenture") between the CompanyHoldings, the Guarantors party thereto and the Senior Discount Notes Trustee (the "Trustee") or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for with respect to the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company Holdings shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of (as defined in Rule 405 under the Securities Act Act) of Holdings or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business business, and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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 CompanyHoldings, the each Initial Purchasers Purchaser and each Exchanging Dealer (as defined below) acknowledge acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, (i) each Holder which that is a broker-dealer electing to exchange Securities, Securities acquired for its own account as a result of market market-making activities or other trading activities, activities for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the covercover of such prospectus, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" sectionsections of such prospectus, and in 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 Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act ("Regulation S-K"), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and Holdings shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, Holdings shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of Holdings that are identical in all material respects to the Exchange Securities (the "Private Exchange Securities"), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and Holdings shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company Holdings shall:

Registered Exchange Offer. The Company shall (i) prepare and, not later than 45 60 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Transfer Restricted Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Transfer Restricted Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Transfer Restricted Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 160 days 2 2 after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 190 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is first mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities and Private Exchange Securities (as defined below, if any) will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors Company and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above)Transfer Restricted Securities. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) an Initial Purchaser with Securities that have the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, (i) each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act and the Exchange Act ("Regulation S-K"). Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities that are Private Exchange Securities. Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Participating Broker-Dealers (as defined), and the Company shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. 3 3 If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in the initial distribution of the Securities, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company and the Guarantor shall (i) prepare and, not later than 45 210 days following the date of original issuance of the Securities (the “Issue Date (as hereinafter definedDate”), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "“Exchange Offer Registration Statement"”) on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "“Registered Exchange Offer"”) to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "“Exchange Securities"”) substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 270 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 300 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "“Securities Exchange Offer Registration Period"”). The Exchange Securities will be issued under the Indenture or an indenture (the "“Exchange Securities Indenture"”) between among the Company, the Guarantors Guarantor and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "“Exchange Securities Trustee"”), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon As soon as practicable after the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's ’s business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Guarantor, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's ’s staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "“Exchanging Dealer"”), is required to deliver a prospectus containing substantially 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, ” section and in 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 Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company (the “Private Exchange Securities”) that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Securities Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company and the Guarantors shall (i) prepare and, not later than 45 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 105 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 135 days after the Issue Date Date, and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors and the Trustee or such other bank or trust company reasonably satisfactory to you, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to elect to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act Company, a Guarantor or (ii) an Exchanging Dealer (as defined below) not complying with the requirements of the next sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder's business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Guarantors, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer. In connection with the Registered Exchange Offer, the Company shall:3 3

Registered Exchange Offer. The Company and BAC, severally but not jointly, shall (i) prepare and, not later than 45 75 days following the Issue Date date of original issuance of the Securities (as hereinafter definedthe "ISSUE DATE"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange OfferREGISTERED EXCHANGE OFFER") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange SecuritiesEXCHANGE SECURITIES") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 180 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration PeriodEXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities IndentureEXCHANGE SECURITIES INDENTURE") between among the Company, the Guarantors BAC and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities TrusteeEXCHANGE SECURITIES TRUSTEE"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company and BAC shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act Company, BAC or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) 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, the Initial Purchasers BAC and each Exchanging Dealer (as defined below) Initial Purchaser acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer. In connection with the Registered Exchange Offer, the Company shall:exchange

Registered Exchange Offer. The Company and the Subsidiary Guarantors shall (i) prepare and, not later than 45 days following the Issue date that is one year after the Expiration Date (the date of such filing being referred to herein as hereinafter definedthe "Filing Date"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the SecuritiesSecurities (including, for the avoidance of doubt, the Securities issued in accordance with the Forward Commitment Agreement), a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 180 days after the Issue Date and to be consummated no later than 165 days after the Issue Date and Filing Date, (iii) shall as soon as practicable after the effectiveness of the Exchange Offer Registration Statement, initiate the Registered Exchange Offer as set forth in the following paragraph and (iv) keep the Registered Exchange Offer open for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders in accordance with the following paragraph (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an same indenture as the Securities (the "Exchange Securities Indenture") between among the Company, the Subsidiary Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Dealer Managers, as trustee (the "Exchange Securities Trustee"), as the Securities, with such indenture modifications as may be appropriate to be substantially identical to the Indenture except account for the transfer restrictions relating to registration of the Exchange Securities under the Securities (Act. As soon as described above). Upon practicable after the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities (including, for the avoidance of doubt, the Securities issued in accordance with the Forward Commitment Agreement) for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate participate, and is not participating, in the distribution of the Exchange Securities) and 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, the Initial Purchasers Holders and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required required, in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer, to deliver a prospectus containing substantially the information set forth (i) in Annex A hereto on the covercover of such prospectus, (ii) in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, section of such prospectus and (iii) in 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 Registered Exchange Offerprospectus. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Unless not permitted by applicable law, the Company and the Guarantors shall prepare and, not later than 45 75 days following (such 75th day being a "FILING DEADLINE") after the Issue Date date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (as hereinafter definedthe "CLOSING DATE"), the Company and the Guarantors (i) shall file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the "Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the "SECURITIES ACT"), with respect to a proposed offer (the "Registered Exchange OfferREGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company issued under the Indenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the "Exchange SecuritiesEXCHANGE SECURITIES") substantially identical to ). The Company and the Securities, except for the transfer restrictions relating to the Securities, (ii) Guarantors shall use their reasonable best efforts to (i) cause the such Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 within 180 days after the Issue Closing Date and to be consummated no later than 165 days after the Issue Date (such 180th day being an "EFFECTIVENESS DEADLINE") and (iiiii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "EXCHANGE OFFER REGISTRATION PERIOD"). If the Company and the Guarantors commence the Registered Exchange Offer, the Company and the Guarantors (i) will be entitled to consummate the Registered 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 Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration PeriodStatement is declared effective (such 40th day being the "CONSUMMATION DEADLINE"). The Exchange Securities will be issued under Following the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors and the Trustee or such other bank or trust company reasonably satisfactory to you, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical to the Indenture except for the transfer restrictions relating to the Securities (as described above). Upon declaration of the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined below) not complying with the requirements of the next sentenceAct, (b) acquires the Exchange Securities in the ordinary course of such Holder's business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesSecurities and is not prohibited by any law or policy of the Commission from participating in the Registered 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, Company and the Initial Purchasers and each Exchanging Dealer (as defined below) Guarantors 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, (i) each Holder which is 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 "Exchanging DealerEXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, in (b) Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and in (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 Registered Exchange Offer and (ii) 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 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company and the Guarantors shall use their reasonable best 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 Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; PROVIDED, HOWEVER, that (i) 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 the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company and the Guarantors 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 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered 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 Registered 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 and identical in all material respects (including with respect to the Guarantees thereof) to the Initial Securities (the "PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the "SECURITIES". In connection with the Registered Exchange Offer, the Company and the Guarantors shall:

Registered Exchange Offer. The Company shall (i)(A) prepare and, and (B) not later than 45 60 days following (or, if the Issue Date (as hereinafter defineddefined herein) shall fall in January 2002, such number of days, not less than 60, as shall equal the number of days between the Issue Date and the third business day following the day on which the Company files with the Commission its Annual Report on Form 10-K with respect to its preceding fiscal year) following the date on which the Purchaser gives written notice to the Company to commence a registration pursuant to the Securities Act as contemplated by this Agreement (the date on which such notice is given, the "Issue Date"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to who are not prohibited by applicable law or interpretations thereof by the Holders Commission's staff from participating in the Registered Exchange Offer to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions and registration rights relating to the Securities, (ii) shall use their its commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 210 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"); provided that the Company may elect to close the Registered Exchange Offer 30 days after the commencement thereof (unless otherwise required by applicable law), so long as the Company has accepted all Securities validly tendered in accordance with the terms of the Registered Exchange Offer. Notwithstanding the preceding sentence, the Issue Date must occur on or prior to October 9, 2002 , the 180th day preceding the second anniversary of the date on which the Securities were originally issued. The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors Company and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions and registration rights relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined below) not complying with the requirements of the next sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder's business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company Issuer shall (i) prepare -------------------------- and, not later than 45 120 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement ---------- (the "Exchange Offer Registration Statement") on an appropriate form under the ------------------------------------- Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in ------------------------- exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company Issuer (the "Exchange Securities") substantially that are identical in all ------------------- material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 180 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The ---------------------------------- Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between among the CompanyIssuer, the Guarantors and the ----------------------------- Trustee or such other bank or trust company that is reasonably satisfactory to youthe Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture --------------------------- to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act Issuer or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not a Purchaser holding Securities that have, or that are reasonable likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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 CompanyIssuer, the Initial Guarantors, the Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to ----------------- deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. In connection with the Registered Exchange Offer, the Company Issuer shall:

Registered Exchange Offer. The Company and the Guarantors shall (i) prepare and, not later than 45 75 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount at maturity of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 180 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described aboveherein). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined below) not complying with the requirements of the next sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder's business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Initial Guarantors, the Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer. In connection with the Registered Exchange Offer, the Company shall:the

Registered Exchange Offer. The Company shall (i) prepare and, not later than 45 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 105 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 135 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between among the Company, the Guarantors RIC Holding and Holding and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) to do so, and 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company Issuers shall (i) use their reasonable best efforts to prepare and, not later than 45 60 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the "Exchange Securities") substantially identical to the Securities), except for that the Exchange Securities will not contain terms with respect to transfer restrictions relating to the Securitiesrestrictions, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Senior Notes Indenture (the "Indenture") or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors party thereto and the Senior Notes Trustee (the "Trustee") or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for with respect to the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate (as defined in Rule 405 under the Securities Act) of the Company within the meaning of the Securities Act Issuers or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business business, and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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 CompanyEach Issuer, the each Initial Purchasers Purchaser and each Exchanging Dealer (as defined below) acknowledge acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, (i) each Holder which that is a broker-dealer electing to exchange Securities, Securities acquired for its own account as a result of market market-making activities or other trading activities, activities for Exchange Securities (an "Exchanging Dealer"), ) is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the covercover of such prospectus, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" sectionsections of such prospectus, and in 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 Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act ("Regulation S-K"), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the "Private Exchange Securities"), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company Issuers shall:

Registered Exchange Offer. The Company and the Guarantors shall (i) prepare and, not later than 45 days following the Issue Date closing date of the Acquisition (as hereinafter definedthe "Acquisition Date"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to who are not prohibited by any law or policy of the Holders Commission from participating in the Registered Exchange Offer to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the SecuritiesSecurities and the provisions related to the matters described in Section 3 hereof, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 105 days after the Issue Acquisition Date and the Registered Exchange Offer to be consummated no later than 165 135 days after the Issue Acquisition Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above)) and the provisions related to the matters described in Section 3 hereof. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesSecurities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) and 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, the Select Guarantors, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company Issuers shall (i) use their reasonable best efforts to prepare and, not later than 45 90 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the "Exchange Securities") substantially identical to the Securities), except for that the Exchange Securities will not contain terms with respect to transfer restrictions relating to the Securitiesrestrictions, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 225 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchaser, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for with respect to the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate (as defined in Rule 405 under the Securities Act) of the Company within the meaning of the Securities Act Issuers or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not the Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business business, and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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 CompanyEach Issuer, the Initial Purchasers Purchaser and each Exchanging Dealer (as defined below) acknowledge acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, (i) each Holder which that is a broker-dealer electing to exchange Securities, Securities acquired for its own account as a result of market market-making activities or other trading activities, activities for Exchange Securities (an "Exchanging Dealer"), ) is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the covercover of such prospectus, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" sectionsections of such prospectus, and in 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 Registered Exchange Offer and (ii) if the Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act ("Regulation S-K"), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the "Private Exchange Securities"), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company Issuers shall:

Registered Exchange Offer. The Company Issuers shall (i) use their reasonable best efforts to prepare and, not later than 45 90 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the "Exchange Securities") substantially identical to the Securities), except for that the Exchange Securities will not contain terms with respect to transfer restrictions relating to the Securitiesrestrictions, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 225 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for with respect to the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate (as defined in Rule 405 under the Securities Act) of the Company within the meaning of the Securities Act Issuers or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business business, and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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 CompanyEach Issuer, the each Initial Purchasers Purchaser and each Exchanging Dealer (as defined below) acknowledge acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, (i) each Holder which that is a broker-dealer electing to exchange Securities, Securities acquired for its own account as a result of market market-making activities or other trading activities, activities for Exchange Securities (an "Exchanging Dealer"), ) is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the covercover of such prospectus, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" sectionsections of such prospectus, and in 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 Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act ("Regulation S-K"), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the "Private Exchange Securities"), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company Issuers shall:

Registered Exchange Offer. The Company Holdings shall (i) use its reasonable best efforts to prepare and, not later than 45 90 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of Holdings that are identical in all material respects to the Company Securities (the "Exchange Securities") substantially identical to the Securities), except for that the Exchange Securities will not contain terms with respect to transfer restrictions relating to the Securitiesrestrictions, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 225 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Senior Discount Notes Indenture (the "Indenture") or an indenture (the "Exchange Securities Indenture") between the CompanyHoldings, the Guarantors party thereto and the Senior Discount Notes Trustee (the "Trustee") or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for with respect to the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company Holdings shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of (as defined in Rule 405 under the Securities Act Act) of Holdings or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business business, and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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 CompanyHoldings, the each Initial Purchasers Purchaser and each Exchanging Dealer (as defined below) acknowledge acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, (i) each Holder which that is a broker-dealer electing to exchange Securities, Securities acquired for its own account as a result of market market-making activities or other trading activities, activities for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the covercover of such prospectus, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" sectionsections of such prospectus, and in 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 Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act ("Regulation S-K"), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and Holdings shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, Holdings shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of Holdings that are identical in all material respects to the Exchange Securities (the "Private Exchange Securities"), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and Holdings shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company Holdings shall:

Registered Exchange Offer. The Company shall prepare and, not later than 45 days following Upon the Issue Date (as hereinafter defined), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount occurrence of senior subordinated notes of the Company (the "Exchange Securities") substantially identical to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 days after the Issue Date and to be consummated no later than 165 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open for a period of not less than 20 business days (in accordance with the Registration Rights Agreement, the Issuer or longer, if required by applicable law) (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, as applicable, will issue, under the Guarantors and Fourth Supplemental Indenture, and, upon receipt of an authentication order in accordance with the Indenture, the Trustee will authenticate one or such other bank or trust company reasonably satisfactory to you, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical more Global Notes in an aggregate principal amount equal to the Indenture except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness principal amount of the Exchange Offer Registration Statement, beneficial interests in the Company shall promptly commence Restricted Global Notes accepted for exchange in the Registered Exchange Offer, it being Offer by Persons that certify in the objective applicable letter of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities transmittal that (assuming that such Holder (aA) is they are not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined below) not complying with the requirements of the next sentenceBroker-Dealers, (bB) acquires the Exchange Securities they are not participating in the ordinary course of such Holder's business and (c) has no arrangements or understandings with any person to participate in the a distribution of the Exchange SecuritiesSecurities and (C) 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, the Initial Purchasers and each Exchanging Dealer they are not affiliates (as defined belowin Rule 144) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities ActIssuer or the Company, each Holder which is a broker-dealer electing to exchange Securities, acquired for its own account as a result applicable. Following the consummation of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer. In connection with the Registered Exchange Offer, the Company shall: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, and the Issuer or the Company, as applicable, will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Definitive Notes in the appropriate principal amount. 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 ISSUER 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 SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER STATE SECURITIES LAW. THIS SECURITY REPRESENTED BY THIS GLOBAL CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR (B) PURSUANT TO AN APPLICABLE EXEMPTION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, AND UNLESS IN ACCORDANCE WITH THE INDENTURE REFERRED TO HEREINAFTER, COPIES OF WHICH ARE AVAILABLE AT THE CORPORATE TRUST OFFICE OF THE TRUSTEE. EACH PURCHASER OF THE SECURITIES REPRESENTED HEREBY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER (TOGETHER WITH ANY SUCCESSOR PROVISION, AND AS SUCH RULE MAY HEREAFTER BE AMENDED FROM TIME TO TIME, “RULE 144A”). IN ADDITION, ANY SUCH TRANSFER OR OTHER DISPOSITION IS SUBJECT TO THE CONDITIONS CONTAINED IN THE PURCHASE AGREEMENT. A COPY OF SUCH CONDITIONS WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ALL OTHER APPLICABLE JURISDICTIONS, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. Prior to the expiration of the Restricted Period each Regulation S Note shall bear the following additional legend: THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. [FORM OF NOTE] No. $ MAPLE ESCROW SUBSIDIARY, INC.

Registered Exchange Offer. The Company and the Guarantors shall (i) prepare and, not later than 45 90 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 210 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between among the Company, the Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate (as defined in Rule 405 under the Securities Act) of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such HolderXxxxxx's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Guarantors, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company Holdings shall (i) prepare and, not later than 45 75 days following the date of original issuance of the Debentures (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Debentures (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the SecuritiesDebentures, a like aggregate principal amount of senior subordinated notes deben- tures of the Company Holdings (the "Exchange SecuritiesDebentures") substantially that are identical in all material respects to the SecuritiesDebentures, except for the transfer restrictions relating to the SecuritiesDebentures, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 180 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities Debentures will be issued under the Indenture or an indenture (the "Exchange Securities Debentures Indenture") between the Company, the Guarantors Holdings and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Debentures Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities Debentures (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company Holdings shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Debentures for Exchange Securities Debentures (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act Holdings or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Debentures that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities Debentures in the ordinary course of such HolderXxxxxx's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesDebentures) and to trade such Exchange Securities Debentures 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 CompanyHoldings, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, (i) each Holder which that is a broker-dealer electing to exchange Securities, Debentures acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities Debentures (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Securities Debentures received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if the Initial Purchasers elect to sell Exchange Debentures acquired in exchange for Debentures constituting any portion of an unsold allotment, the Initial Purchasers will be required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Debentures acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, Holdings shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Debentures in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Debentures held by such Holder (the "Private Exchange"), a like aggregate principal amount of debentures of Holdings (the "Private Exchange Debentures") that are identical in all material respects to the Exchange Debentures, except for the transfer restrictions relating to such Private Exchange Debentures. The Private Exchange Debentures will be issued under the same indenture as the Exchange Debentures, and Holdings shall use its reasonable best efforts to cause the Private Exchange Debentures to bear the same CUSIP number as the Exchange Debentures. In connection with the Registered Exchange Offer, the Company Holdings shall:

Registered Exchange Offer. The Company shall (i) prepare and, not later than 45 150 days following the Issue Date date of original issuance of the Securities (as hereinafter definedthe "ISSUE DATE"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange OfferREGISTERED EXCHANGE OFFER") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange SecuritiesEXCHANGE SECURITIES") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 225 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 255 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration PeriodEXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities will be issued under the Indenture dated November 12, 1999 (the "Indenture") or an indenture (the "Exchange Securities IndentureEXCHANGE SECURITIES INDENTURE") between the Company, the Guarantors and SunTrust Bank, Atlanta, in its capacity as the Trustee (the "TRUSTEE") or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchaser, as trustee (the "Exchange Securities TrusteeEXCHANGE SECURITIES TRUSTEE"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder's business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Guarantors and the Initial Purchasers and each Exchanging Dealer (as defined below) Purchaser acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging DealerEXCHANGING DEALER"), is required to deliver a prospectus containing substantially 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 and references thereto in the section describing the "Exchange Offer" section of such prospectus and other appropriate sections of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, the Initial Purchaser holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder, as a result of a change in law or interpretations, is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "PRIVATE EXCHANGE"), a like aggregate principal amount of debt securities of the Company (the "PRIVATE EXCHANGE SECURITIES") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall prepare and, not later than 45 60 days following the date on which the original Securities were sold to the Initial Purchaser pursuant to the Purchase Agreement (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Securities and Exchange Commission (the "Commission") a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially identical in all material respects to the Securities, except for the transfer restrictions restrictions, registration rights and liquidated damages relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and to be consummated no later than 165 180 days after the Issue Date Date, and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) commencing the date notice of the Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors Company and the Trustee or such other bank or trust company reasonably satisfactory to you, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate "affiliate" of the Company within the meaning of Rule 405 of the Securities Act or (ii) an Exchanging Dealer (as defined below) not complying with the requirements of the next sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder's business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange Securities from and after their receipt without any limitations or restrictions restrictions, except as provided herein, under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company, the Initial Purchasers Purchaser and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities ActAct by the Commission's staff, (i) each Holder which is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange OfferOffer and (ii) if the Initial Purchaser elects to sell Exchange Securities acquired in exchange for Securities constituting any portion of an unsold allotment it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such a sale. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall (i) prepare and, not later than 45 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially and that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 2 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors Company and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder's business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall (i) prepare and, not later than 45 60 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Transfer Restricted Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Transfer Restricted Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Transfer Restricted Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 160 days 2 after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 25 business days after the Issue Date effective date of the Exchange Offer Registration Statement and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is first mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities and Private Exchange Securities (as defined below, if any) will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors Company and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above)Transfer Restricted Securities. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser with Securities that have the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, (i) each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act and the Exchange Act ("Regulation S-K"). Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Participating Broker-Dealers (as defined), and the Company shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange 3 3 Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in the initial distribution of the Securities, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall (i) prepare and, not later than 45 60 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 days after the Issue Date Date, and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities 2 2 Indenture") between the Company, the Guarantors Company and the Trustee or such other bank or trust company reasonably satisfactory to you, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined below) not complying with the requirements of the next sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder's business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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, section and in 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 Registered Exchange Offer. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Unless doing so would be prohibited by applicable law, rules, regulations or policy of the Commission, the Company and the Guarantors shall (i) prepare and, not later than 45 150 days following the Issue Date closing date of the Merger (as hereinafter definedthe "Closing Date"), the Company and the Guarantors (i) shall file with the Commission a registration statement (as amended or supplemented from time to time, the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect re- spect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to who are not prohibited by any applicable law, rules, regulations or policy of the Holders Commission from participating in the Registered Exchange Offer to issue and deliver to such Holders, in exchange for the SecuritiesSecurities held by such Holders, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the SecuritiesSecurities and the provisions related to the matters described in Section 3 hereof, (ii) shall use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 240 days after the Issue Closing Date and the Registered Exchange Offer to be consummated no later than 165 270 days after the Issue Closing Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above)) and the provisions related to the matters described in Section 3 hereof. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesSecurities and is not prohibited by applicable law, rules, regulations or policy of the Commission from participating in the Registered Exchange Offer) and to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act (it being understood that the requirement that an Exchanging Dealer or Initial Purchaser deliver the prospectus contained in the Exchange Offer Registration Statement in connection with the sale of Exchange Securities shall not result in such Exchange Securities being not "freely transferable") and without material restrictions under the securities laws of the several states of the United States. The EGL, the Company, the Guarantors, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the covercover of such prospectus, in Annex B hereto in the "Exchange Offer Procedures" section and sections of such prospectus that set forth the "Purpose details of the Exchange Offer" section, exchange offer procedures and in 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 Registered Exchange Offer. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company and Holdings shall (i) prepare and, not later than 45 90 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange Securities") substantially that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 165 180 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between among the Company, the Guarantors Holdings, as a guarantor, and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning or of the Securities Act Holdings or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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, Holdings, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company Issuers shall (i) prepare and, not later than 45 60 days following the Issue Date date of original issuance of the Securities (as hereinafter definedthe "ISSUE DATE"), the Company and the Guarantors (i) shall file with the Commission a registration statement on Form S-1 or Form S-4, if the use of such forms is then available (the "Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act ), with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange OfferREGISTERED EXCHANGE OFFER") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company (the "Exchange SecuritiesEXCHANGE NOTES") substantially and like guarantees of the Guarantors on such Exchange Notes (such guarantees, together with the Exchange Notes, the "EXCHANGE SECURITIES") that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 as promptly as practicable after the filing thereof and within 150 days after the Issue Date Date, and the Registered Exchange Offer to be consummated no later than 165 as promptly as practicable, but in any event on or prior to 200 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration PeriodEXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities IndentureEXCHANGE SECURITIES INDENTURE") between the Company, the Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities TrusteeEXCHANGE SECURITIES TRUSTEE"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within Company, the meaning of the Securities Act Guarantors or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and 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 CompanyIssuers, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, (i) pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, Securities acquired for its own account as a result of market market-making activities or other trading activities, activities for Exchange Securities (an "Exchanging DealerEXCHANGING DEALER"), ) is required to deliver a prospectus containing substantially 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, section and in 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 Registered Exchange Offer. In Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus in connection with such a sale. Upon consummation of the Registered Exchange OfferOffer in accordance with this Section 1, the Company shall:provisions of this Agreement shall continue to apply, MUTATIS MUTANDIS, solely with respect to Transfer Restricted Securities as to which clauses (i) through (v) of the first paragraph of

Registered Exchange Offer. The Company Issuers shall (i) prepare and, not later than 45 90 days following the date of original issuance of the Securities (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Commission a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of senior subordinated notes debt securities of the Company that are identical in all material respects to the Securities and are guaranteed by the Guarantors with terms identical in all material respects with the Guaranties (the "Exchange Securities") substantially identical to the Securities), except for the transfer restrictions relating to the Securities, (ii) shall use their reasonable reason- 3 -3- able best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 120 270 days after the Issue Date Is sue Xxxe and the Registered Exchange Offer to be consummated no later than 165 300 days after the Issue Date and (iii) shall keep the Registered Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company, the Guarantors Issuers and the Trustee or such other bank or trust company that is reasonably satisfactory to youthe Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical in all material respects to the Indenture Indenture, except for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined belowherein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder's business and (cd) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange Securities from and after their receipt without with out 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 CompanyIssuers, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder which that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing substantially 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, section and in 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 Registered Ex change Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Exchange Securities and are guaranteed by the Guarantors with terms identical in all material respects to the Guaranties (the "Private Exchange Securities"), except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same inden- 4 -4- ture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Company Issuers shall:

Registered Exchange Offer. The Company shall shall, at its cost, prepare and, not later than 45 days following after (or if the 45th day is not a business day, the first business day thereafter) the date of original issue of the Exchangeable Preferred Stock (the "Issue Date (as hereinafter definedDate"), the Company and the Guarantors (i) shall file with the Securities and Exchange Commission (the "Commission") a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of the Initial Securities, who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for their respective shares of Exchangeable Preferred Stock or Exchange Debentures (as defined), as the case may be (the "Initial Securities"), a like aggregate liquidation preference of Exchangeable Preferred Stock or a like aggregate principal amount of senior subordinated notes Exchange Debentures, as the case may be, of the Company (collectively, the "Exchange Securities") substantially identical in all material respects to the Securities, Initial Securities (except for the transfer restrictions relating to the Securities, (iiExchangeable Preferred Stock or Exchange Debentures) that would be registered under the Securities Act. The Company shall use their reasonable its best efforts to cause the such Exchange Offer Registration Statement to become effective under the Securities Act no later than within 120 days (or if the 120th day is not a business day, the first business day thereafter) after the Issue Date and to be consummated no later than 165 days after the Issue Date and (iii) shall keep the Registered such Exchange Offer open Registration Statement effective for a period of not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The If the Company effects the Registered Exchange Securities Offer, the Company will be issued under entitled to close such Registered Exchange Offer 30 days after the Indenture or an indenture (commencement thereof provided that the "Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Securities Indenture") between Offer. Following the Company, the Guarantors and the Trustee or such other bank or trust company reasonably satisfactory to you, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical to the Indenture except for the transfer restrictions relating to the Securities (as described above). Upon declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of the Initial Securities electing to exchange such Initial Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined below) not complying with the requirements of the next sentenceAct, (b) acquires the Exchange Securities in the ordinary course of such Holder's business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesSecurities and is not prohibited by any law or policy of the Commission from participating in the Registered 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, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge 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, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer. In Offer and (ii) an Initial Purchaser that elects to sell Exchange 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, as applicable, in connection with such sale. The Company shall use its best 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 Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) 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 the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) 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 not less than 90 days after the consummation of the Registered Exchange Offer, the Company shall:.