Exhibit 4.4


 


 


SHERIDAN
ACQUISITION CORP.


 


(to be merged with and into The Sheridan Group, Inc.)


 


$105,000,000
101⁄4% Senior Secured Notes due 2011


 


REGISTRATION
RIGHTS AGREEMENT


 


 


August 21, 2003


 


 


JEFFERIES & COMPANY, INC.

11100 Santa Monica Boulevard

10th Floor

Los Angeles, California  90025


 


Ladies and Gentlemen:


 


Sheridan
Acquisition Corp., a Delaware corporation (the “Issuer”), is issuing and
selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the
terms set forth in a purchase agreement, dated as of August 14, 2003 (the
“Purchase
Agreement”), $105,000,000 aggregate principal amount at maturity of
the Issuer’s 101⁄4% Senior Secured Notes due 2011, Series A, including the
Guarantees (as defined below) endorsed thereon (the “Notes”).


 


The Issuer has
entered into a Stock Purchase Agreement, dated as of August 1, 2003, by
and among the Issuer, The Sheridan Group, Inc., a Maryland corporation (the “Company”),
and the stockholders, optionholders and warrantholders of the Company, pursuant
to which the Issuer will acquire all of the shares of capital stock of the
Company (the “Acquisition”).  Upon
consummation of the Acquisition, the Issuer will merge with and into the
Company (the “Merger”), and the Company will be the surviving corporation.  Effective upon effectiveness of the Merger,
the Company (i) will assume the Issuer’s obligations under the Indenture, the
Notes and this Agreement, (ii) will cause each of its subsidiaries listed on Schedule I
hereto to become Guarantors and execute a supplemental indenture to the
Indenture as required by the Indenture and (iii) will cause each of its
subsidiaries listed on Schedule I hereto to execute and deliver a
joinder to this Agreement


 

















 


substantially in the form of Exhibit
A attached hereto and become party to this Agreement.  Effective upon effectiveness of the Merger,
all references in this Agreement to the “Issuer” shall refer to the Company,
and all references in this Agreement to the “Guarantors” shall refer to each of
the entities listed on Schedule I hereto.


 


As an inducement to the Initial Purchaser to enter into the Purchase
Agreement, the Issuer and each of the Guarantors jointly and severally agrees
with the Initial Purchaser, for the benefit of the holders of the Securities
(including, without limitation, the Initial Purchaser), as follows:


 


1.                                       Definitions.


 


Capitalized terms used herein without definition shall have their
respective meanings set forth in the Purchase Agreement.  As used in this Agreement, the following
terms shall have the following meanings:


 


Advice:  See the last paragraph of Section 5.


 


Agreement:  This Registration Rights Agreement.


 


Applicable
Period:  See
Section 2(f).


 


Base
Interest: The interest that would otherwise accrue on
the Notes under the terms thereof and the Indenture, without giving effect to
the provisions of this Agreement.


 


Business
Day:  Any day,
other than a Saturday, a Sunday or a day on which banking institutions in the
City of New York or at a place of payment are authorized or obligated by law,
regulation or executive order to be closed.


 


Closing
Date: 
August 21, 2003.


 


controlling
person:  See
Section 7(a).


 


DTC:  See Section 5(i).


 


Effectiveness
Date:  The
180th day following the Closing Date; provided, however, that if the
Effectiveness Date would otherwise fall on a day that is not a Business Day,
then the Effectiveness Date shall be the next succeeding Business Day.


 


Effectiveness
Period:  See
Section 3(a).


 


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Event:  See Section 4(a).


 


Event
Date:  See
Section 4(a).


 


Exchange
Act:  The
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the SEC promulgated thereunder.


 


Exchange
Offer:  See
Section 2(a).


 


Exchange
Offer Registration Statement:  See Section 2(a).


 


Exchange
Securities: 
The 101⁄4% Senior Secured Notes due 2011, Series B, of the Issuer,
including the guarantees endorsed or to be endorsed thereon, identical in all
respects to the Notes and the Guarantees, except (i) that such securities shall
have been registered pursuant to an effective registration statement under the
Securities Act, (ii) that such securities shall not contain a restrictive
legend thereon, (iii) that such securities shall not contain provisions
relating to the accrual or payment of the Liquidated Damages Amount and (iv) as
described in the first sentence of Section 2(e).


 


Filing
Date:  The 90th
day following the Closing Date; provided, however, that if the Filing
Date would otherwise fall on a day that is not a Business Day, then the Filing
Date shall be the next succeeding Business Day.


 


Guarantees:  The full and unconditional guarantee, on a
senior secured basis by the Guarantors, as to payment of principal, interest,
premium, if any, and the Liquidated Damages Amount, if any, with respect to the
Notes.


 


Guarantors:   The entities which have executed Guarantees
pursuant to the Indenture.


 


Holder:  Each holder of Registrable Securities.


 


Holder
Indemnified Parties: 
See Section 7(a).


 


indemnified
party:  See
Section 7(c).


 


indemnifying
parties:  See
Section 7(c).


 


Indenture:  The Indenture, dated as of the date hereof,
by and among the Issuer, the Guarantors and The Bank of New York, as trustee,
pursuant to which the Notes are being issued, as amended or supplemented from
time to time, in accordance with the terms thereof.


 


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Initial
Shelf Registration: 
See Section 3(a).


 


Liquidated
Damages Amount: 
With respect to any Event, in addition to the Base Interest, an amount
equal to a per annum rate of 0.25% for the first 90-day period immediately
following the applicable Event Date, a per annum rate of 0.50% for the second
90-day period following the applicable Event Date, 0.75% for the third 90-day
period following the applicable Event Date and a per annum rate of 1.0%
thereafter, which shall accrue per $1,000 principal amount of Registrable
Securities.


 


Losses:  See Section 7(a).


 


Maximum
Contribution Amount: 
See Section 7(d).


 


NASD:  The National Association of Securities
Dealers, Inc.


 


Participating
Broker-Dealer: 
See Section 2(f).


 


Person:  An individual, trustee, corporation, limited
liability company, partnership, limited liability partnership, joint stock
company, joint venture, trust, unincorporated organization or association,
government or any agency or political subdivision thereof, union, business
association, firm or other entity.


 


Private
Exchange:  See
Section 2(g).


 


Private
Exchange Securities: 
See Section 2(g).


 


Prospectus:  The prospectus included in a Registration
Statement at the time that such Registration Statement is declared effective
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A under the Securities Act), as amended or
supplemented by any prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Securities covered by such
Registration Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.


 


Registrable
Securities: 
Any Securities that may not be sold without restriction under federal or
state securities law; provided, that for the avoidance of doubt,
a Security shall cease to be a Registrable Security when (w) a Registration
Statement (other than, with respect to any Exchange Security as to which
Section 2(i)(v)(B) hereof is applicable, the Exchange Offer Registration
Statement) covering such Security has been declared effective by the SEC and
such Security has been


 


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disposed of in accordance with
such effective Registration Statement, (x) in the case of a Note, such Note has
been exchanged pursuant to the Exchange Offer for an Exchange Security or
Exchange Securities that may be resold without restriction under state and
federal securities laws, (y) such Security ceases to be outstanding for purposes
of the Indenture or (z) such Security has been sold in compliance with Rule 144
or is salable pursuant to Rule 144(k) under the Securities Act.


 


Registration
Statement:  Any
registration statement of the Issuer and the Guarantors filed with the SEC under
the Securities Act that covers any of the Registrable Securities and that is
filed pursuant to the provisions of this Agreement, including the Prospectus
included therein, all amendments and supplements to such registration statement
and Prospectus (including post-effective amendments), all exhibits thereto and
all material incorporated by reference or deemed to be incorporated by
reference therein.


 


Rule
144:  Rule 144
under the Securities Act, as such rule may be amended from time to time, or any
similar rule (other than Rule 144A) or regulation hereafter adopted by the SEC.


 


Rule
144A:  Rule
144A under the Securities Act, as such rule may be amended from time to time,
or any similar rule (other than Rule 144) or regulation hereafter adopted by
the SEC.


 


Rule
415:  Rule 415
under the Securities Act, as such rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the SEC.


 


SEC:  The Securities and Exchange Commission.


 


Securities:  The Notes, the Private Exchange Securities
and the Exchange Securities, collectively.


 


Securities
Act:  The
Securities Act of 1933, as amended, and the rules and regulations of the SEC
promulgated thereunder.


 


Shelf
Effectiveness Date: 
With respect to a Shelf Registration, the 90th day after the
filing of such Shelf Registration; provided, however, that if the Shelf
Effectiveness Date would otherwise fall on a day that is not a Business Day,
then the Shelf Effectiveness Date shall be the next succeeding Business Day.


 


Shelf
Filing Date: 
With respect to a Shelf Registration, the 60th day following
(i) in the case of an Initial Shelf Registration, delivery of the Shelf Notice
triggering the obligation to file such Initial Shelf Registration, and (ii) in
the case of a Subsequent Shelf Registration, the cessation of effectiveness of
the prior Shelf


 


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Registration; provided,
however, that if the Shelf Filing Date would otherwise fall on a day
that is not a Business Day, then the Shelf Filing Date shall be the next
succeeding Business Day.


 


Shelf
Notice:  See
Section 2(i).


 


Shelf
Registration: 
The Initial Shelf Registration and any Subsequent Shelf Registration.


 


Special
Counsel: 
Counsel chosen by the holders of a majority in aggregate principal amount
of Registrable Securities.


 


Subsequent
Shelf Registration: 
See Section 3(b).


 


TIA:  The Trust Indenture Act of 1939, as amended.


 


Trustee:  The trustee under the Indenture and, if any,
the trustee under any indenture governing the Exchange Securities or the
Private Exchange Securities.


 


Underwritten
Registration or Underwritten Offering:  A registration in which securities of the
Issuer are sold to an underwriter for reoffering to the public.


 


2.                                       Exchange Offer.


 


(a)                                  Unless applicable law, a policy of
the SEC or interpretations of the Staff of the SEC would not permit the
consummation of the Exchange Offer, the Issuer and the Guarantors shall:


 


(i)                                     prepare and file with the SEC
promptly after the date hereof, but in no event later than the Filing Date, a
registration statement (the “Exchange Offer Registration Statement”) on
an appropriate form under the Securities Act with respect to a proposed offer
(the “Exchange
Offer”) to the Holders who are not prohibited by law or a policy of
the SEC from participating in the Exchange Offer to issue and deliver to such
Holders, in exchange for the Notes, a like aggregate principal amount of
Exchange Securities;


 


(ii)                                  use their respective reasonable best
efforts to cause the Exchange Offer Registration Statement to become effective
under the Securities Act as promptly as practicable after the filing thereof,
but in no event later than the Effectiveness Date;


 


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(iii)                               use their respective reasonable best
efforts to keep the Exchange Offer Registration Statement effective until the
consummation of the Exchange Offer pursuant to its terms; and


 


(iv)                              use their respective reasonable best
efforts to commence the Exchange Offer and, on or prior to 30 days after the
Exchange Offer Registration Statement is declared effective, consummate the
Exchange Offer and issue Exchange Securities in exchange for all Notes validly
tendered and not validly withdrawn prior thereto in the Exchange Offer.


 


The Exchange Offer shall not be subject to
any conditions, other (i) than that the Exchange Offer does not violate
applicable law or any applicable interpretation of the staff of the SEC and
(ii) no action or proceeding shall have been instituted in any court or by any
governmental agency which might materially impair the ability of the Issuer and
the Guarantors to proceed with the Exchange Offer.


 


If applicable law, a policy of the SEC or
interpretations of the Staff of the SEC would not permit the consummation of
the Exchange Offer prior to the Effectiveness Date, the Issuer and the
Guarantors shall deliver a Shelf Notice pursuant to Section 2(h) and file
an Initial Shelf Registration pursuant to Section 3.


 


(b)                                 The Exchange Securities shall be
issued under, and entitled to the benefits of, the Indenture or a trust
indenture that is identical to the Indenture (other than such changes as are
necessary to comply with any requirements of the SEC to effect or maintain the
qualification thereof under the TIA).


 


(c)                                  In connection with the Exchange Offer,
the Issuer and the Guarantors shall:


 


(i)                                     mail, or cause to be mailed, to each
Holder of record a copy of the Prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal that
is an exhibit to the Exchange Offer Registration Statement, and any related
documents;


 


(ii)                                  use their respective reasonable best
efforts to keep the Exchange Offer open for not less than 30 days after the
date notice thereof is mailed to the Holders (or longer if required by
applicable law);


 


(iii)                               utilize the services of a depositary
for the Exchange Offer with an address in the Borough of Manhattan, The City of
New York, which may be the Trustee or an affiliate thereof;


 


7

















 


(iv)                              permit Holders to withdraw tendered
Notes at any time prior to the close of business, New York time, on the last
Business Day on which the Exchange Offer shall remain open; and


 


(v)                                 otherwise comply in all material
respects with all applicable laws.


 


(d)                                 As soon as practicable after the
close of the Exchange Offer, the Issuer and the Guarantors shall:


 


(i)                                     subject to clauses (ii), (iii) and
(v) of Section 2(i), accept for exchange all Notes validly tendered and
not validly withdrawn pursuant to the Exchange Offer;


 


(ii)                                  deliver to the Trustee for
cancellation all Notes so accepted for exchange; and


 


(iii)                               cause the Trustee promptly to
authenticate and deliver to each Holder of Notes, Exchange Securities equal in
aggregate principal amount to the Notes of such Holder so accepted for
exchange; provided,
that, in the case of any Notes held in global form by a depositary,
authentication and delivery to such depositary of one or more replacement
Exchange Securities in global form in an equivalent principal amount thereto
for the account of such Holders in accordance with the Indenture shall satisfy
such authentication and delivery requirement.


 


(e)                                  Interest on each Exchange Security
and each Private Exchange Security will accrue from the last interest payment
date on which interest was paid on the Notes surrendered in exchange therefor
or, if no interest has been paid on the Notes, from the date of original issue
of the Notes.  Each Exchange Security
and each Private Exchange Security shall bear interest at the rate set forth
thereon; provided,
that interest with respect to the period prior to the issuance thereof shall
accrue at the rate or rates borne by the Notes surrendered in exchange therefor
from time to time during such period.


 


(f)                                    The Issuer and the Guarantors shall
include within the Prospectus contained in the Exchange Offer Registration
Statement a section entitled “Plan of Distribution,” containing a summary
statement of the positions taken or policies made by the staff of the SEC with
respect to the potential “underwriter” status of any broker-dealer that is the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange
Securities received by such broker-dealer in the Exchange Offer (a “Participating
Broker-Dealer”).  Such “Plan
of Distribution” section shall also allow, to the extent and in the manner
permitted by applicable policies and regulations of the SEC, the use of the
Prospectus by all Persons subject


 


8

















 


to the prospectus delivery
requirements of the Securities Act, including (without limitation), to the
extent so permitted, all Participating Brokers-Dealers, and include a statement
describing the manner in which Participating Broker-Dealers may resell the
Exchange Securities.  The Issuer and the
Guarantors shall use their respective reasonable best efforts to keep the
Exchange Offer Registration Statement continuously 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
requirement of the Securities Act for the shorter of: (i) such period of time
as such Persons must comply with such requirements in order to resell the
Exchange Securities and (ii) the period ending when all Registrable Securities
covered by the Exchange Offer Registration Statement have been sold pursuant
thereto (the “Applicable Period”).


 


(g)                                 If, prior to consummation of the
Exchange Offer, the Initial Purchaser holds any Notes acquired by it and having
the status as an unsold allotment in the initial distribution of the Notes, the
Issuer and the Guarantors shall, upon the request of the Initial Purchaser,
simultaneously with the delivery of the Exchange Securities in the Exchange
Offer, issue (pursuant to the same indenture as the Exchange Securities and
subject to transfer restrictions thereon) and deliver to the Initial Purchaser,
in exchange for the Notes held by the Initial Purchaser (the “Private
Exchange”), a like principal amount of debt securities of the
Issuer, including guarantees endorsed thereon, that are identical in all
material respects to the Exchange Securities (the “Private Exchange Securities”),
except for the existence of transfer restrictions thereon.  If required by DTC or CUSIP, the Private
Exchange Securities may bear a different CUSIP number than the Exchange
Securities.


 


(h)                                 The Issuer and the Guarantors shall
require each Holder as a condition to participation in the Exchange Offer to
represent in writing to the Issuer and the Guarantors that, at the time of the
consummation of the Exchange Offer:  (i)
any Exchange Securities received by such Holder in the Exchange Offer will be
acquired in the ordinary course of its business; (ii) at the time of the commencement
and at the time of consummation of the Exchange Offer, such Holder has not
entered into any arrangement or understanding with any Person to participate in
the distribution of the Exchange Securities within the meaning of the
Securities Act or resale of the Exchange Securities in violation of the
Securities Act; (iii) if such Holder is not a broker-dealer, it is not engaged
in and does not intend to engage in, the distribution of the Exchange
Securities; (iv) if such Holder is a Participating Broker-Dealer, it will
deliver a prospectus, as required by law, in connection with any resale of such
Exchange Securities; and (v) such Holder is not an affiliate (as defined in
Rule 405 of the Securities Act) of the Issuer or if such Holder is an affiliate
of the Issuer, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable to it.


 


9

















 


(i)                                     If: 
(i) prior to the consummation of the Exchange Offer, the Issuer or the
Holders of a majority in aggregate principal amount of Registrable Securities
determines in its or their reasonable judgment that (A) the Exchange Securities
would not in general, upon receipt, be tradeable by the Holders thereof without
restriction under the Securities Act and the Exchange Act and without material
restrictions under applicable Blue Sky or state securities laws, or (B) the
interests of the Holders under this Agreement, taken as a whole, would be
materially adversely affected by the consummation of the Exchange Offer; (ii)
applicable law, a policy of the SEC or interpretations of the Staff of the SEC
would not permit the consummation of the Exchange Offer prior to the
Effectiveness Date; (iii) subsequent to the consummation of the Private
Exchange, any Holder of Private Exchange Securities so requests; (iv) the
Exchange Offer is not consummated within 210 days of the Closing Date for any
reason; or (v) in the case of (A) any Holder prohibited by law or SEC policy
from participating in the Exchange Offer, (B) any Holder participating in the
Exchange Offer that receives Exchange Securities that may not be sold without
restriction under state and federal securities laws (other than due solely to
the status of such Holder as an affiliate of the Issuer within the meaning of
the Securities Act) or (C) any broker-dealer that holds Notes acquired directly
from the Issuer or any of their respective affiliates and, in each such case
contemplated by this clause (v), such Holder notifies the Issuer and the
Guarantors within 45 days of consummation of the Exchange Offer, then the
Issuer shall promptly (and in any event within five Business Days) deliver to
the Holders (or in the case of an occurrence of any event described in clause
(v) of this Section 2(i), to any such Holder) and the Trustee notice
thereof (the “Shelf Notice”) and shall as promptly as practicable thereafter
(but in no event later than the Shelf Filing Date) file an Initial Shelf
Registration pursuant to Section 3.


 


3.                                       Shelf Registration.


 


If a Shelf Notice is required to be delivered
pursuant to clause (i), (ii), (iii) or (iv) of Section 2(i), then this
Section 3 shall apply to all Registrable Securities.  Otherwise, upon consummation of the Exchange
Offer in accordance with Section 2, the provisions of this Section 3
shall apply solely with respect to (i) Notes held by any Holder thereof not
permitted to participate in the Exchange Offer, (ii) Notes held by any
broker-dealer that acquired such Notes directly from the Issuer or any of their
respective affiliates, and (iii) Exchange Securities that are not freely
tradeable, in each case, as contemplated by clause (v) of Section 2(i),
provided that the relevant Holder has duly notified the Issuer and the
Guarantors within 45 days of consummation of the Exchange Offer as required by
clause (v) of Section 2(i).


 


(a)                                  Initial Shelf Registration. 
The Issuer and the Guarantors shall prepare and file with the SEC a
Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415 covering all of the Registrable Securities (the


 


10

















 


“Initial Shelf Registration”).  The Issuer and the Guarantors shall file
with the SEC the Initial Shelf Registration as promptly as practicable
following the occurrence of the event described in Section 2(i) which
triggered such filing obligation, but in no event later than the Shelf Filing
Date.  The Initial Shelf Registration
shall be on Form S-1 or another appropriate form permitting registration of
such Registrable Securities for resale by such Holders in the manner or manners
designated by them (including, without limitation, one or more underwritten
offerings).  The Issuer and the Guarantors
(i) shall not permit any securities other than the Registrable Securities to be
included in any Shelf Registration, and (ii) shall use their respective
reasonable best efforts to cause the Initial Shelf Registration to become or be
declared effective under the Securities Act as promptly as practicable after
the filing thereof (but in no event later than the Shelf Effectiveness Date)
and to keep the Initial Shelf Registration continuously effective under the
Securities Act until the date that is 24 months after the date it becomes or is
declared effective (subject to extension pursuant to the last paragraph of
Section 5) (the “Effectiveness Period”), or such shorter
period ending when (i) all Registrable Securities covered by the Initial Shelf
Registration have been sold in the manner set forth and as contemplated in the
Initial Shelf Registration, or (ii) a Subsequent Shelf Registration covering
all of the Registrable Securities covered by and not sold under the Initial
Shelf Registration or an earlier Subsequent Shelf Registration becomes or has
been declared effective under the Securities Act, or (iii) there cease to be
any outstanding Registrable Securities.


 


(b)                                 Subsequent Shelf Registrations. 
If any Shelf Registration ceases to be effective for any reason at any
time during the Effectiveness Period (other than because of the sale of all of
the Registrable Securities registered thereunder), the Issuer and the
Guarantors shall use their respective reasonable best efforts to obtain the
prompt withdrawal of any order suspending the effectiveness thereof, and in any
event shall within 30 days of such cessation of effectiveness file an amendment
to the Shelf Registration in a manner reasonably expected to obtain the
withdrawal of the order suspending the effectiveness thereof, or file an
additional “shelf” Registration Statement pursuant to Rule 415 covering all of
the Registrable Securities (a “Subsequent Shelf Registration”).  If a Subsequent Shelf Registration is filed,
the Issuer and the Guarantors shall use their respective reasonable best efforts
to cause the Subsequent Shelf Registration to become or be declared effective
as promptly as practicable after such filing and to keep such Subsequent Shelf
Registration continuously effective for a period equal to the number of days in
the Effectiveness Period less the aggregate number of days during which the
Initial Shelf Registration, and any previously filed Subsequent Shelf
Registration, was previously effective.


 


(c)                                  Provision of Information.  The Issuer
and the Guarantors may require each selling
Holder of Registrable Securities as to which any registration is being effected
(including, without limitation, any Shelf Registration) to furnish to the


 


11

















 


Issuers
and Guarantors in writing such information regarding such selling Holder and
the distribution of such Registrable Securities as the Issuer or the Guarantors
may, from time to time, reasonably request, including the information specified
in Item 507 or Item 508 of Regulation S-K, as applicable, under the Securities
Act and any other information regarding such selling Holder and the
distribution of such Registrable Securities required, in the opinion of counsel
to the Issuer and the Guarantors, under the securities laws to be included in
the Registration Statement (the “SEC Required Information”).  The Issuer and the Guarantors may exclude
from any registration of Registrable Securities (including, without limitation,
any Shelf Registration) the Registrable Securities of any selling Holder who
fails to furnish to the Issuer, within 20 days after receipt of a written
request therefor, the SEC Required Information.  No such selling Holder shall be entitled to liquidated damages
pursuant to Section 4 unless and until such selling Holder shall have provided
the SEC Required Information.  Each
Holder whose Registrable Securities are to be included in a Shelf Registration
Statement agrees to promptly furnish to the Issuer and the Guarantors all
additional information required to be disclosed in order to make the
information previously furnished to the Issuer and the Guarantors by such
Holder not materially misleading.


 


4.                                       Liquidated Damages.


 


(a)                                  The Issuer and the Guarantors
acknowledge and agree that the Holders will suffer damages, and that it would
not be feasible to ascertain the extent of such damages with precision, if the
Issuer and the Guarantors fail to fulfill their respective material obligations
under Sections 2 and 3 hereof. 
Accordingly, the Issuer and the Guarantors jointly and severally agree
to pay liquidated damages to each Holder under the circumstances and to the
extent set forth below:


 


(i)                                     if the Exchange Offer Registration
Statement has not been filed with the SEC on or prior to the Filing Date;


 


(ii)                                  if the Exchange Offer Registration
Statement is not declared effective by the SEC on or prior to the Effectiveness
Date; or


 


(iii)                               if obligated to commence the
Exchange Offer pursuant to this Agreement, if the Issuer and the Guarantors
have not exchanged Exchange Securities for all Notes validly tendered in
accordance with the terms of the Exchange Offer within 30 days after the date
on which the Exchange Offer Registration Statement is declared effective by the
SEC;


 


(iv)                              if obligated to file an Initial
Shelf Registration and the Issuer and the Guarantors fail to file such Initial
Shelf Registration with the SEC on or prior to Shelf Filing Date;


 


12

















 


(v)                                 if an Initial Shelf Registration is
filed and such Initial Shelf Registration is not declared effective on or prior
to the Shelf Effectiveness Date; or


 


(vi)                              if a Shelf Registration is filed and
declared effective by the SEC but thereafter shall either be withdrawn by the
Issuer and the Guarantors or shall become subject to an effective stop order
issued pursuant to Section 8(d) of the Securities Act suspending the
effectiveness of such Registration Statement without being succeeded within 30
days by a Subsequent Shelf Registration filed and declared effective;


 


(each of the foregoing an “Event,”
and the date on which the Event occurs being referred to herein as an “Event Date”).


 


Upon the occurrence of any Event, the Issuer
shall pay, or cause to be paid (and the Guarantors hereby guarantee the payment
of), in addition to amounts otherwise due under the Indenture and the
Registrable Securities, as liquidated damages, and not as a penalty, to each
Holder on an interest payment date an amount equal to the Liquidated Damages
Amount per $1,000 principal amount of Registrable Securities held by such Holder,
it being understood that the Issuer and the Guarantors shall in no event be
required to pay the Liquidated Damages Amount for more than one Event at any
given time; provided,
that such liquidated damages will, in each case, cease to accrue (subject to
the occurrence of another Event) on the date on which all Events have been
cured.  An Event under clause (i) above
shall be cured on the date that the Exchange Offer Registration Statement (or,
if an Initial Shelf Registration is required to be filed pursuant to clause
(i), (ii) or (iii) of Section 2(i), the date that such Initial Shelf
Registration) is filed with the SEC; an Event under clause (ii) above shall be
cured on the date that the Exchange Offer Registration Statement (or, if an
Initial Shelf Registration is required to be filed pursuant to clause (i), (ii)
or (iii) of Section 2(i), the date that such Initial Shelf Registration)
is declared effective by the SEC; an Event under clause (iii) above shall be
cured on the earlier of the date (A) the Exchange Offer is consummated with
respect to all Notes validly tendered and not validly withdrawn or (B) the
Issuer deliver a Shelf Notice to the Holders and the Trustee pursuant to clause
(i), (ii) or (iii) of Section 2(i); an Event under clause (iv) above shall
be cured on the date that such Initial Shelf Registration is filed with the
SEC; an Event under clause (v) above shall be cured on the date that such
Initial Shelf Registration is declared effective by the SEC; and an Event under
clause (vi) above shall be cured on the earlier of (1) the date on which the
applicable Shelf Registration is no longer subject to an order suspending the
effectiveness thereof or proceedings relating thereto or (2) a new Subsequent
Shelf Registration is declared effective.


 


13

















 


(b)                                 The Issuer shall notify the Trustee
within five Business Days after each Event Date.  The Issuer shall pay the liquidated damages due on the
Registrable Securities by depositing with the Trustee, in trust, for the
benefit of the Holders thereof, by 12:00 noon, New York City time, on or before
the applicable semi-annual interest payment date for the Registrable
Securities, immediately available funds in sums sufficient to pay the
liquidated damages then due.  The
liquidated damages amount due shall be payable in the same manner as interest
payments on the Notes on each interest payment date to the record Holder
entitled to receive the interest payment to be made on such date as set forth
in the Indenture.


 


5.                                       Registration Procedures.


 


In connection with the registration of any
Registrable Securities pursuant to Sections 2 or 3, the Issuer and the
Guarantors shall effect such registrations to permit the sale of such
Registrable Securities in accordance with the intended method or methods of
disposition thereof, and pursuant thereto the Issuer and the Guarantors shall:


 


(a)                                  Prepare and file with the SEC, as
promptly as practicable after the date hereof but in any event on or prior to
the Filing Date, with respect to an Exchange Offer Registration Statement, and
on or prior to the Shelf Filing Date, with respect to a Shelf Registration, as
prescribed by Sections 2 and 3, respectively, and use their respective
reasonable best efforts to cause each such Registration Statement to become
effective and remain continuously effective as provided in this Agreement; provided,
that if (i) such filing is pursuant to Section 3 or (ii) a Prospectus
contained in an Exchange Offer Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Securities during the
Applicable Period, before filing any Registration Statement or Prospectus or
any amendments or supplements thereto, (A) the Issuer and the Guarantors shall
notify the Holders of the Registrable Securities covered by such Registration
Statement, their Special Counsel (if the Issuer and the Guarantors have been
informed of the identity of such Special Counsel), each Participating
Broker-Dealer, the managing underwriters, if any, and their counsel (if the
Issuer and the Guarantors have been informed of the identity of such counsel)
of such filing at least five Business Days prior to making such filing, (B) if
requested, the Issuer and the Guarantors shall furnish to and afford the
Holders of the Registrable Securities covered by such Registration Statement,
their Special Counsel, each Participating Broker-Dealer, the managing
underwriters, if any, and their counsel a reasonable opportunity to review, and
shall make available for inspection by such Persons, copies of all such
documents (including copies of any documents to be incorporated by reference
therein and all exhibits thereto) proposed to be filed and such financial and
other information and books and records of the Issuer and the Guarantors, as
shall be reasonably necessary, in the opinion of Special


 


14

















 


Counsel and the respective
counsels to such Participating Broker-Dealers and underwriters, to conduct a
reasonable due diligence investigation within the meaning of the Securities
Act, and (C) the Issuer and the Guarantors shall use their respective
reasonable best efforts to cause the members, managers, officers, directors and
employees of the Issuer and the Guarantors, and counsel and independent
certified public accountants of the Issuer and the Guarantors, to respond to
such inquiries, as shall be reasonably necessary, in the opinion of Special
Counsel and the respective counsels to such Participating Broker-Dealers and
underwriters, to conduct a reasonable due diligence investigation within the
meaning of the Securities Act.  The
Issuer and the Guarantors may require each Holder, and each of such Holder’s
agents and representatives, to agree to keep confidential any non-public
information relating to the Issuer and the Guarantors received by such Holder
or such agent or representative and not to disclose such information (other
than to an affiliate or prospective purchaser who agrees to respect the
confidentiality provisions of this Section 5(a)) until such information
has been made generally available to the public unless the release of such
information is required by law or necessary to respond to inquiries of
regulatory authorities.  The Issuer and
the Guarantors shall use their respective reasonable best efforts to reflect in
each such Registration Statement or Prospectus or any amendments or supplements
thereto when filed with the SEC, such comments as the Holders of a majority in
aggregate principal amount of the Registrable Securities covered by such
Registration Statement, their Special Counsel, each Participating
Broker-Dealer, the managing underwriters, if any, and their counsel shall
reasonably request in writing on a timely basis.


 


(b)                                 Provide an indenture trustee for the
Registrable Securities or the Exchange Securities, as the case may be, and
cause the Indenture (or other indenture relating to the Registrable Securities)
to be qualified under the TIA not later than the effective date of the first
Registration Statement; in connection therewith, use their respective
reasonable best efforts to effect such changes to such indenture as may be
required for such indenture to be so qualified in accordance with the terms of
the TIA; and execute, and use their respective reasonable best efforts to cause
such trustee to execute, all documents as may be required to effect such
changes, and all other forms and documents required to be filed with the SEC to
enable such indenture to be so qualified in a timely manner.


 


(c)                                  Prepare and file with the SEC such
pre-effective amendments and post-effective amendments to the Registration
Statement as may be necessary in order to cause the Registration Statement to
become effective and to keep such Registration Statement continuously effective
for the time periods required hereby; cause the related Prospectus to be
supplemented by any Prospectus supplement required by applicable law, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provisions then
in force) under the Securities Act, and comply fully with Rules 424, 430A (if
information was omitted from the prospectus in reliance


 


15

















 


thereon) and 462, as applicable,
under the Securities Act in a timely manner; and comply in all material
respects with the provisions of the Securities Act and the Exchange Act
applicable thereto with respect to the disposition of all securities covered by
such Registration Statement, as so amended, or in such Prospectus, as so
supplemented, in accordance with the intended methods of distribution set forth
in such Registration Statement, as so amended, and such Prospectus, as so
supplemented.


 


(d)                                 Furnish to such selling Holders and
Participating Broker-Dealers who so request in writing (i) upon the Issuer’ and
the Guarantors’ receipt, a copy of the order of the SEC declaring such
Registration Statement and any post-effective amendment thereto effective, (ii)
such reasonable number of copies of such Registration Statement and of each
amendment and supplement thereto (in each case including any documents
incorporated therein by reference and all exhibits (including exhibits
incorporated by reference) to such Registration Statement and each such
amendment and supplement) and (iii) such reasonable number of copies of the
Prospectus included in such Registration Statement (including each preliminary
prospectus and each supplement thereto), and such reasonable number of copies
of the final Prospectus as filed by the Issuer and the Guarantors pursuant to
Rule 424(b) under the Securities Act, in conformity with the requirements of
the Securities Act.  The Issuer and the
Guarantors hereby consent, subject to the terms of this Agreement, to the use
of the Prospectus by each of the selling Holders of Registrable Securities and
by each such Participating Broker-Dealer, as the case may be, and the
underwriters or agents, if any, and dealers (if any), in connection with the
offering and sale of the Registrable Securities covered by, or the sale by
Participating Broker-Dealers of the Exchange Securities pursuant to, such
Prospectus and any amendment or supplement thereto.


 


(e)                                  If (A) a Shelf Registration is filed
pursuant to Section 3 or (B) a Prospectus contained in an Exchange Offer
Registration Statement filed pursuant to Section 2 is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Securities during the Applicable Period, notify the selling
Holders of Registrable Securities, their Special Counsel (if the Issuer and the
Guarantors have been informed of the identity of such Special Counsel), each
such Participating Broker-Dealer (from whom the Issuer and the Guarantors have
received prior notice that it will be a Participating Broker-Dealer in the
Exchange Offer) and the managing underwriters, if any, promptly (but in any
event within three Business Days), and, if requested by such Person, confirm
such notice in writing, (i) when a Prospectus or any Prospectus supplement or
Registration Statement or post-effective amendment has been filed, and, with
respect to a Registration Statement or any post-effective amendment, when the
same has become effective under the Securities Act, (ii) of the issuance by the
SEC of any stop order suspending the effectiveness of a Registration Statement
or of any order preventing


 


16

















 


or suspending the use of any
Prospectus or the initiation of any proceedings for that purpose, (iii) if, at
any time when a Prospectus is required by the Securities Act to be delivered in
connection with sales of the Registrable Securities, the representations and
warranties of the Issuer and the Guarantors contained in any agreement
(including any underwriting agreement) contemplated by Section 5(n) below
cease to be true and correct in any material respect, (iv) of the receipt by
the Issuer or any of the Guarantors of any notification with respect to the
suspension of the qualification or exemption from qualification of a
Registration Statement or any of the Registrable Securities or the Exchange
Securities to be sold by any Participating Broker-Dealer for offer or sale in
any jurisdiction, or the initiation or threatening of any proceeding for such
purpose, (v) of the happening of any event that makes any statement made in
such Registration Statement or related Prospectus or any document incorporated
or deemed to be incorporated therein by reference to be untrue in any material
respect or that requires the making of any additions to or changes in such
Registration Statement, Prospectus or documents so that it will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein (in the case
of a Prospectus, in light of the circumstances under which such statements were
made) not misleading, (vi) of the Issuer’s and the Guarantors’ reasonable
determination that a post-effective amendment to a Registration Statement or a
supplement to the Prospectus would be appropriate.


 


(f)                                    Use their respective reasonable best
efforts to register or qualify, and, if applicable, to cooperate with the
selling Holders of Registrable Securities, the underwriters, if any, and their
respective counsel in connection with the registration or qualification (or
exemption from such registration or qualification) of, Registrable Securities
to be included in a Registration Statement for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any selling Holder, Participating Broker-Dealer or the managing underwriters
reasonably request in writing; and, if Exchange Securities held by
Participating Broker-Dealers or Registrable Securities are offered other than
through an Underwritten Offering, the Issuer and the Guarantors shall cause
their respective counsel to perform Blue Sky investigations and file
registrations and qualifications required to be filed pursuant to this Section 5(f)
at the expense of the Issuer and the Guarantors as provided in Section 6
hereof; keep each such registration or qualification (or exemption therefrom)
effective during the period such Registration Statement is required to be kept
effective and do any and all other acts or things necessary or advisable to
enable the disposition in such jurisdictions of the Exchange Securities held by
Participating Broker-Dealers or the Registrable Securities covered by the
applicable Registration Statement; provided, however, that none of the
Issuer or the Guarantors shall be required to (i) register or qualify generally
to do business in any jurisdiction where it is not then so qualified, (ii) take
any action that would subject it to general service of process in any jurisdiction
where it is not then so subject or (iii)


 


17

















 


take any action that would
subject it to general taxation in respect of doing business in any such
jurisdiction where it is not then so subject.


 


(g)                                 Use their respective reasonable best
efforts to prevent the issuance of any order suspending the effectiveness of a
Registration Statement or preventing or suspending the use of a Prospectus or
suspending the qualification (or exemption from qualification) of any of the
Exchange Securities to be sold by any Participating Broker-Dealer or
Registrable Securities for sale in any jurisdiction, and, if any such order is
issued, use their respective reasonable best efforts to obtain the withdrawal
or lifting of any such order at the earliest possible time.


 


(h)                                 If (i) a Shelf Registration is filed
pursuant to Section 3 or (ii) a Prospectus contained in an Exchange Offer
Registration Statement filed pursuant to Section 2 is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Securities during the Applicable Period, and if requested by
the managing underwriters, if any, such Participating Broker-Dealer or the
Holders of a majority in aggregate principal amount of the Registrable
Securities, (A) promptly incorporate in a Prospectus supplement or
post-effective amendment such information as the managing underwriters, if any,
or such Holders reasonably request to be included therein as required to comply
with any applicable law and (B) make all required filings of such
Prospectus supplement or such post-effective amendment as soon as practicable
after the Issuer and the Guarantors have received notification of such matters
required by applicable law to be incorporated in such Prospectus supplement or
post-effective amendment.


 


(i)                                     If (i) a Shelf Registration is filed
pursuant to Section 3 or (ii) a Prospectus contained in an Exchange Offer
Registration Statement filed pursuant to Section 2 is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Securities during the Applicable Period,  cooperate with the selling Holders, such Participating
Broker-Dealer and the managing underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold, which certificates shall not bear any restrictive legends and shall be
in a form eligible for deposit with The Depository Trust Company (“DTC”);
and enable such Registrable Securities to be in such denominations (consistent
with the terms of the Indenture) and registered in such names as the managing
underwriters, if any, such Participating Broker-Dealer or the Holders may
request in writing.


 


(j)                                     If (i) a Shelf Registration is filed
pursuant to Section 3 or (ii) a Prospectus contained in an Exchange Offer
Registration Statement filed pursuant to Section 2 is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Securities during the Applicable Period, upon the occurrence
of any event contemplated by Section 5(e)(v) or 5(e)(vi), as


 


18

















 


promptly as practicable prepare
and file with the SEC a post-effective amendment to the Registration Statement,
a supplement to the related Prospectus or a supplement or amendment to any such
document incorporated or deemed to be incorporated therein by reference, or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities being sold thereunder or to the
purchasers of the Exchange Securities to whom such Prospectus will be delivered
by a Participating Broker-Dealer, such Prospectus will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.


 


(k)                                  Use their respective reasonable best
efforts to (a) if the Registrable Securities covered by a Registration
Statement were previously rated, confirm that such ratings will apply to the
Exchange Securities covered by such Registration Statement or (b) if the
Registrable Securities were not previously rated, cause the Registrable
Securities covered by a Registration Statement to be rated with the appropriate
rating agencies, if appropriate, and if so requested by the Holders of a
majority in aggregate principal amount of Registrable Securities covered by such
Registration Statement or the managing underwriters, if any.


 


(l)                                     Prior to the effective date of the
first Registration Statement relating to the Registrable Securities, (i)
provide the applicable trustee with printed certificates for the Registrable
Securities in a form eligible for deposit with DTC and (ii) provide a CUSIP
number for each of the Registrable Securities.


 


(m)                               If a Shelf Registration is filed
pursuant to Section 3, enter into such agreements (including an
underwriting agreement in form, scope and substance as is customary in
Underwritten Offerings of debt securities similar to the Notes) and take all
such other actions in connection therewith as may be reasonably requested in
writing by the managing underwriters, if any, or the Holders of a majority in
aggregate principal amount of Registrable Securities being sold in order to
expedite or facilitate the registration or the disposition of such Registrable
Securities, and in such connection, whether or not an underwriting agreement is
entered into and whether or not the registration is an Underwritten
Registration, (i) make such representations and warranties to the Holders and
the underwriters, if any, with respect to the business of the Issuer, the
Guarantors and their respective subsidiaries, if any, and the Registration
Statement, Prospectus and documents, if any, incorporated or deemed to be
incorporated by reference therein, in each case, in form, substance and scope
as are customarily made by issuers to underwriters in Underwritten Offerings of
debt securities similar to the Notes, as may be appropriate in the
circumstances, and confirm the same if and when reasonably requested; (ii)
obtain opinions of counsel to the Issuer and the Guarantors and updates thereof
(which counsel and opinions (in form, scope and substance) shall be reasonably


 


19

















 


satisfactory to the managing
underwriters, if any, and the Holders of a majority in aggregate principal
amount of the Registrable Securities being sold), addressed to each selling
Holder and each of the underwriters, if any, covering the matters customarily
covered in opinions requested in Underwritten Offerings of debt securities
similar to the Notes, as may be appropriate in the circumstances; (iii) obtain
“cold comfort” letters and updates thereof (which letters and updates (in form,
scope and substance) shall be reasonably satisfactory to the managing
underwriters) from the independent certified public accountants of the Issuer
and the Guarantors (and, if necessary, any other independent certified public
accountants of any subsidiary of the Issuer or of any business acquired by the
Issuer for which financial statements and financial data are, or are required
to be, included in the Registration Statement), addressed to each selling
Holder and each of the underwriters, if any, such letters to be in customary
form and covering matters of the type customarily covered in “cold comfort”
letters in connection with Underwritten Offerings of debt securities similar to
the Notes, as may be appropriate in the circumstances, and such other matters
as reasonably requested by underwriters; and (iv) deliver such documents and
certificates as may be reasonably requested by the Holders of a majority in
principal amount of the Registrable Securities being sold and the managing
underwriters, if any, to evidence the continued validity of the representations
and warranties of the Issuer and the Guarantors and their respective
subsidiaries, if any, made pursuant to clause (i) above and to evidence
compliance with any conditions contained in the underwriting agreement or other
similar agreement entered into by the Issuer and the Guarantors.


 


(n)                                 Comply with all applicable rules and
regulations of the SEC and make generally available to their respective
security holders earnings statements satisfying the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder (or any
similar rule promulgated under the Securities Act) no later than 45 days after
the end of any 12-month period (or 90 days after the end of any 12-month period
if such period is a fiscal year) (i) commencing at the end of any fiscal
quarter following each fiscal quarter in which Registrable Securities are sold
to underwriters in a firm commitment or best efforts underwritten offering and
(ii) if not sold to underwriters in such an offering, commencing on the first
day of the first fiscal quarter of the Issuer after the effective date of a
Registration Statement, which statements shall cover said 12-month periods.


 


(o)                                 Upon consummation of an Exchange
Offer or Private Exchange, obtain an opinion of counsel to the Issuer and the
Guarantors (in form, scope and substance reasonably satisfactory to the Initial
Purchaser), addressed to the Trustee for the benefit of all Holders
participating in the Exchange Offer or Private Exchange, as the case may be, to
the effect that (i) the Issuer and the Guarantors have duly authorized,
executed and delivered the Exchange Securities or the Private Exchange
Securities, as the case may be, and the Indenture, (ii) the Exchange


 


20

















 


Securities or the Private
Exchange Securities, as the case may be, and the Indenture constitute legal,
valid and binding obligations of the Issuer and the Guarantors, enforceable
against the Issuer and the Guarantors in accordance with their respective
terms, except that (A) such enforceability may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditor’s rights generally, and by general
equitable principles (whether considered in a proceeding in equity or at law)
and (B) any rights to indemnification and contribution may be limited by
federal and state securities laws and principles of public policy, and (iii)
all obligations of the Issuer and the Guarantors under the Exchange Securities
or the Private Exchange Securities, as the case may be, and the Indenture are
secured by Liens (as defined in the Indenture) on the assets securing the
obligations of the Issuer and the Guarantors under the Notes and the Indenture
immediately prior to the consummation of such Exchange Offer or Private
Exchange, as the case may be, subject to customary exceptions, assumptions and qualifications.


 


(p)                                 If an Exchange Offer or Private
Exchange is to be consummated, upon delivery of the Registrable Securities by
such Holders to the Issuer and the Guarantors (or to such other Person as
directed by the Issuer and the Guarantors) in exchange for the Exchange
Securities or the Private Exchange Securities, as the case may be, the Issuer
and the Guarantors shall mark, or caused to be marked, on such Registrable
Securities that such Registrable Securities are being cancelled in exchange for
the Exchange Securities or the Private Exchange Securities, as the case may be,
and in no event shall such Registrable Securities be marked as paid or
otherwise satisfied.


 


(q)                                 Cooperate with each seller of
Registrable Securities covered by any Registration Statement and each
underwriter, if any, participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required
to be made with the NASD.


 


(r)                                    Use their respective reasonable best
efforts to take all other steps necessary to effect the registration of the
Registrable Securities covered by a Registration Statement contemplated hereby.


 


Each Holder and each Participating
Broker-Dealer agrees by acquisition of such Registrable Securities or Exchange
Securities that, upon receipt of written notice from the Issuer and the
Guarantors of the happening of any event of the kind described in
Section 5(e)(ii), 5(e)(iv), 5(e)(v) or 5(e)(vi), such Holder or
Participating Broker-Dealer, as the case may be, will forthwith discontinue
disposition (in the jurisdictions specified in a notice of a 5(e)(iv) event,
and elsewhere in a notice of a 5(e)(ii), 5(e)(v) or 5(e)(vi) event) of such
Registrable Securities or Exchange Securities covered by such Registration
Statement or


 


21

















 


Prospectus until the earlier of
(i) such Holder’s or Participating Broker-Dealer’s, as the case may be, receipt
of the copies of the amended or supplemented Prospectus contemplated by
Section 5(j); or (ii) the time such Holder, or Participating
Broker-Dealer, as the case may be, is advised in writing (the “Advice”)
by the Issuer and the Guarantors that offers or sales in a particular
jurisdiction may be resumed, or that the use of the applicable Prospectus may
be resumed, as the case may be, and has received copies of any amendments or
supplements thereto and, if so directed by the Issuer and the Guarantors, such
Holder or Participating Broker-Dealer, as the case may be, will deliver to the
Issuer and the Guarantors, all copies, other than permanent file copies, then
in such Holder’s or Participating Broker-Dealer’s possession, of the Prospectus
covering such Registrable Securities or Exchange Securities current at the time
of the receipt of such notice.  If the
Issuer and the Guarantors shall give such notice, each of the Effectiveness
Period and the Applicable Period shall be extended by the number of days during
such periods from and including the date of the giving of such notice to and
including the date when each seller of such Registrable Securities or Exchange
Securities covered by such Registration Statement shall have received (x) the
copies of the amended or supplemented Prospectus contemplated by
Section 5(j) or (y) the Advice.


 


6.                                       Registration Expenses.


 


(a)                                  All fees and expenses incident to
the performance of or compliance with this Agreement by the Issuer and the
Guarantors shall be borne by the Issuer and the Guarantors whether or not the
Exchange Offer is consummated or the Exchange Offer Registration Statement or a
Shelf Registration is filed or becomes effective, including, without
limitation:


 


(i)                                     all registration and filing fees
(including, without limitation, (A) fees with respect to filings required to be
made with the NASD in connection with any Underwritten Offering and (B) fees
and expenses of compliance with state securities or Blue Sky laws as provided
in Section 5(f));


 


(ii)                                  printing expenses (including,
without limitation, expenses of printing certificates for Registrable Securities
or Exchange Securities in a form eligible for deposit with DTC and of printing
a reasonable number of copies of Prospectuses if the printing of Prospectuses
is requested by the managing underwriters, if any, or, in respect of
Registrable Securities or Exchange Securities to be sold by a Participating
Broker-Dealer during the Applicable Period, by the Holders of a majority in
aggregate principal amount of the Registrable Securities included in any
Registration Statement or of such Exchange Securities, as the case may be);


 


22

















 


(iii)                               messenger, telephone, duplication,
word processing and delivery expenses incurred by the Issuer and the Guarantors
in the performance of their obligations hereunder;


 


(iv)                              fees and disbursements of counsel
for the Issuer, the Guarantors and, subject to Section 6(b), the Holders;
and


 


(v)                                 fees and disbursements of all
independent certified public accountants referred to in Section 5(m)(iii)
(including, without limitation, the expenses of any special audit and “cold
comfort” letters required by or incident to such performance).


 


(vi)                              Securities Act liability insurance,
if the Issuer and the Guarantors so desire such insurance


 


(vii)                           fees and expenses of all other
Persons, including special experts, retained by the Issuer or the Guarantors;
internal expenses of the Issuer and the Guarantors (including, without
limitation, all salaries and expenses of their respective officers and
employees performing legal or accounting duties), and the expenses of any
annual audit; and


 


(viii)                        rating agency fees and the fees and
expenses incurred in connection with the listing (if any) of the Registrable
Securities or Exchange Securities to be registered on any securities exchange.


 


(b)                                 The Issuer and the Guarantors shall
reimburse the Holders for the reasonable fees and disbursements of not more
than one counsel (in addition to appropriate local counsel) chosen by the
Holders of a majority in aggregate principal amount of the Registrable Securities
to be included in any Registration Statement and other reasonable and necessary
out-of-pocket expenses of the Holders incurred in connection with the
registration of the Registrable Securities.


 


7.                                       Indemnification.


 


(a)                                  Indemnification by the Issuer and the Guarantors. 
The Issuer and the Guarantors, jointly and severally, shall indemnify
and hold harmless each Holder and each Participating Broker-Dealer, each Person
who controls (within the meaning of Section 15 of the Securities Act or
Section 20(a) of the Exchange Act (any of such persons being
hereinafter referred to as a “controlling person”)) each such Holder and
any such Participating Broker-Dealer and the members, managers, officers,
directors, partners and employees of each such Holder, Participating
Broker-Dealer and controlling person (collectively, the “Holder Indemnified Parties”),
to the fullest extent lawful, from and against any and all losses, claims,
damages and liabilities, and will reimburse promptly upon demand the Holder
Indemnified Parties


 


23

















 


for all costs and expenses
(including, without limitation, reasonable attorneys’ fees and other costs and
expenses reasonably incurred in connection with investigating, preparing,
pursuing or defending against any of the foregoing) (such losses, claims,
damages, liabilities, costs and expenses, collectively, “Losses”), directly or
indirectly caused by, based upon or arising out of (i) any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement, preliminary prospectus or Prospectus, or in any amendment or
supplement thereto, or (ii) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.  Notwithstanding the
foregoing, none of the Issuer nor any Guarantor shall be liable under the
indemnity provided in this Section 7(a) to any Holder Indemnified Party
for any Losses that (A) result solely from an untrue statement of a
material fact contained in, or the omission of a material fact from, any
preliminary prospectus, which untrue statement or omission was completely
corrected in the Prospectus (as then amended or supplemented) if it shall have
been determined by a court of competent jurisdiction by final and nonappealable
judgment that (1) such Holder Indemnified Party sold the Registrable Securities
or Exchange Securities to the person alleging such Loss and failed to send or
give, at or prior to the written confirmation of such sale, a copy of the
Prospectus (as then amended or supplemented), if required by law to have so
delivered it, and (2) the Issuer had previously furnished copies of the corrected
Prospectus to such Holder Indemnified Party within a reasonable amount of time
prior to such sale or such confirmation, and (3) the corrected Prospectus, if
delivered, would have been a complete defense against the person asserting such
Loss; or (B) are based upon information relating to such Holder or
Participating Broker-Dealer and furnished in writing to the Issuer and the
Guarantors by or on behalf of such Holder or Participating Broker-Dealer
expressly for use in such Registration Statement, preliminary prospectus or
Prospectus, or amendment or supplement thereto.  The Issuer and each of the Guarantors shall also indemnify and
reimburse underwriters, selling brokers, dealer managers and similar securities
industry professionals participating in the distribution, their members,
managers, officers, directors, agents and employees and each of their
respective controlling persons to the same extent as provided above with
respect to the indemnification of the Holder Indemnified Parties.


 


(b)                                 Indemnification by Holders of Registrable Securities. 
In connection with any Registration Statement, preliminary prospectus or
Prospectus, or any amendment or supplement thereto, in which a Holder is
participating, such Holder shall furnish to the Issuer and the Guarantors in
writing such information as the Issuer and the Guarantors reasonably request
for use in connection with any such Registration Statement, preliminary
prospectus, Prospectus, or any amendment or supplement thereto, and shall,
severally and not jointly, indemnify and hold harmless and reimburse the Issuer
and the Guarantors and each of their respective controlling 


 


24

















 


persons and the respective
members, managers, officers, directors, partners and employees of the Issuer
and the Guarantors to the same extent as the foregoing indemnity from the
Issuer and the Guarantors to each of the Holder Indemnified Parties stated in
Section 7(a), but only with respect to Losses that are caused by, based
upon or arising out of (i) any untrue statement or alleged untrue statement of
a material fact contained in any such Registration Statement, preliminary
prospectus or Prospectus, or any amendment or supplement thereto, or (ii) any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading to the extent, but
only to the extent, that such untrue statement or alleged untrue statement of a
material fact or omission or alleged omission of a material fact is contained
in or omitted from any information so furnished in writing by or on behalf of
such Holder to the Issuer and the Guarantors expressly for use in any Registration
Statement, preliminary prospectus or Prospectus, or any amendment or supplement
thereto.  In no event shall the
liability of any selling Holder be greater in amount than such Holder’s Maximum
Contribution Amount (as defined below).


 


(c)                                  Conduct of Indemnification Proceedings. 
If any Proceeding shall be brought or asserted against any Person
entitled to indemnification hereunder (an “indemnified party”), such indemnified party
shall promptly notify the party or parties from which such indemnification is sought
(the “indemnifying
parties”) in writing; provided, that the failure to so notify
the indemnifying parties shall not relieve the indemnifying parties from any
obligation or liability under Section 7(a) or 7(b) except to the extent
(but only to the extent) that it shall be finally determined by a court of
competent jurisdiction (which determination is not subject to appeal) that the
indemnifying parties have been prejudiced materially by such failure.


 


The indemnifying parties shall have the
right, exercisable by giving written notice to an indemnified party, within 20
Business Days after receipt of written notice from such indemnified party of
such Proceeding, to assume, at their expense, the defense of any such
Proceeding; provided,
that an indemnified party shall have the right to employ separate counsel in
any such Proceeding and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such indemnified party or
parties unless: (i) the indemnifying parties have agreed to pay such fees and
expenses; (ii) the indemnifying parties shall have failed promptly to assume
the defense of such Proceeding or shall have failed to employ counsel
reasonably satisfactory to such indemnified party; or (iii) the named parties
to any such Proceeding (including any impleaded parties) include both such
indemnified party and one or more indemnifying parties, and such indemnified
party shall have been advised by counsel that there may be one or more defenses
available to such indemnified party that are in addition to, or in conflict
with, those defenses available to the indemnifying party (in which case, if
such indemnified party notifies the indemnifying parties in writing that it
elects to employ separate counsel at the 


 


25

















 


expense of the indemnifying
parties, the indemnifying parties shall not have the right to direct the
defense thereof on behalf of the indemnified party or parties and the
reasonable fees and expenses of such counsel shall be at the expense of the
indemnifying parties; it being understood, however, that, the indemnifying
parties shall not, in connection with any one such Proceeding or separate but
substantially similar or related Proceedings in the same jurisdiction, arising
out of the same general allegations or circumstances, be liable for the fees
and expenses of more than one separate firm of attorneys (together with
appropriate local counsel) at any time for such indemnified party).


 


No indemnifying party shall be liable for any
settlement of any such Proceeding effected without its written consent, which
consent shall not be unreasonably withheld. 
No indemnifying party shall, without the prior written consent of the
indemnified party, consent to entry of any judgment in or enter into any
settlement of any pending or threatened Proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not any
indemnified party thereto) unless such judgment or settlement includes, as an
unconditional term thereof, the giving by the claimant or plaintiff to each
indemnified party of a release, in form and substance reasonably satisfactory
to the indemnified party, from all Losses that may arise from such Proceeding
or the subject matter thereof (whether or not any indemnified party is a party
thereto).


 


(d)                                 Contribution.  If the
indemnification provided for in this Section 7 is unavailable to an
indemnified party or is insufficient to hold such indemnified party harmless
for any Losses in respect of which this Section 7 would otherwise apply by
its terms (other than by reason of exceptions provided in this Section 7),
then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall have a joint and several obligation to contribute to
the amount paid or payable by such indemnified party as a result of such
Losses, (i) in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party, on the one hand, and such
indemnified party, on the other hand, from the sale of Registrable Securities,
or (ii) if the allocation provided by clause (i) above is not permitted by
Applicable Law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault
of the indemnifying party, on the one hand, and such indemnified party, on the
other hand, in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable
considerations.  The relative fault of
such indemnifying party, on the one hand, and indemnified party, on the other
hand, shall be determined by reference to, among other things, whether any
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by such
indemnifying party or indemnified party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent any such
statement or omission.  The amount paid
by an indemnified


 


26

















 


party as a result of any Losses
shall be deemed to include all costs (including, without limitation, reasonable
attorneys’ fees) and expenses incurred by such party in connection with any
Proceeding, to the extent such party would have been indemnified or reimbursed
for such fees or expenses if the indemnification provided for in Section 7(a)
or 7(b) was available to such party.


 


The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 7(d) were
determined by pro rata allocation or by any other method of allocation that
does not take account of the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of this
Section 7(d), an indemnifying party that is a selling Holder shall not be
required to contribute, in the aggregate, any amount in excess of such Holder’s
Maximum Contribution Amount.  A selling
Holder’s “Maximum
Contribution Amount” shall equal the excess, if any, of (i) the
aggregate proceeds received by such Holder pursuant to the sale of the
Registrable Securities giving rise to such indemnification obligation over (ii)
the aggregate amount of any damages that such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.  No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any Person who
was not guilty of such fraudulent misrepresentation.  The Holders’ obligations to contribute pursuant to this
Section 7(d) are several in proportion to the respective principal amount
of the Registrable Securities held by each Holder hereunder and not joint.  The Issuer’s and the Guarantor’s obligations
to contribute pursuant to this Section 7(d) are joint and several.


 


The indemnity and contribution agreements
contained in this Section 7 are in addition to any liability that the
indemnifying parties otherwise may have to the indemnified parties.


 


8.                                       Rule 144 and Rule 144A.


 


Each of the Issuer and the Guarantors
covenants that (a) during any period that it is required to file reports under
the Securities Act or the Exchange Act, it shall file all reports required to
be filed by it in a timely manner in order comply with the current public
information requirements of Rule 144 under the Securities Act and (b) during
any period that it is not required to file such reports, it shall, upon the
request of any Holder, make available to each Holder or beneficial owner of
Registrable Securities and to any prospective purchaser of Registrable
Securities designated by such Holder or beneficial owner the information required
by Rule 144A(d)(4) under the Securities Act. 
Each of the Issuer and the Guarantors shall take such further action as
any Holder may reasonably request, all to the extent required from time to time
to enable such Holder to sell Registrable Securities without registration under
the Securities Act pursuant to the exemptions provided by Rule 144 and
Rule 144A,


 


27

















 


subject to the expiration of
the holding period required for sales under Rule 144(k) under the Securities
Act.  Upon the written request of any
Holder, the Issuer and the Guarantors shall deliver to such Holder a written
statement as to whether the Issuer and the Guarantors have complied with such
information requirements.  Nothing in
this Section 8 shall be deemed to require the Issuer or any Guarantor to
register any Registrable Securities pursuant to the Exchange Act.


 


9.                                       Underwritten Registrations.


 


If any of the Registrable Securities covered
by any Shelf Registration are to be sold in an Underwritten Offering, the
investment banker or investment bankers and manager or managers that will
manage the offering will be selected by the Holders of a majority in aggregate
principal amount of such Registrable Securities included in such offering; provided,
however,
that such investment banker or investment bankers and manager or managers must
be reasonably acceptable to the Issuer and the Guarantors, and such Holders
shall be responsible for all underwriting commissions in connection therewith.


 


No Holder may participate in any Underwritten
Registration hereunder unless such Holder (a) agrees to sell such Holder’s
Registrable Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.


 


10.                                 Miscellaneous.


 


(a)                                  Remedies.  In the event
of a breach by the Issuer or any of the Guarantors of any of their respective
obligations under this Agreement, each Holder, in addition to being entitled to
exercise all rights provided herein, in the Indenture or, in the case of the
Initial Purchaser, in the Purchase Agreement, or granted by law, including
recovery of damages, will be entitled to specific performance of its rights
under this Agreement.  The Issuer and
the Guarantors agree that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by the Issuer or any of the
Guarantors of any of the provisions of this Agreement and hereby further agree
that, in the event of any action for specific performance in respect of such
breach, the Issuer and the Guarantors shall waive the defense that a remedy at
law would be adequate.


 


(b)                                 No Inconsistent Agreements. 
The Issuer and the Guarantors have not entered into, as of the date
hereof, and shall not enter into, after the date of this Agreement, any
agreement with respect to any of their respective securities that is


 


28

















 


inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof.


 


(c)                                  Amendments and Waivers.  The
provisions of this Agreement, including the provisions of this sentence, may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, unless the Issuer have obtained
the written consent of Holders of at least a majority of the then outstanding
aggregate principal amount of Registrable Securities; provided, that
Section 7 and this Section 10(c) shall not be amended, modified or
supplemented, and waivers or consents to departures from this proviso may not
be given, in each case, unless the Issuer have obtained the written consent of
each Holder; provided, further, that the Liquidated Damages Amount shall
not be reduced and the time for payment of the Liquidated Damages Amount shall
not be changed except in accordance with the Indenture.  Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect the rights of other Holders may be given by Holders of at least a
majority in aggregate principal amount of the Registrable Securities being sold
by such Holders pursuant to such Registration Statement; provided that the provisions
of this sentence may not be amended, modified or supplemented except in
accordance with the provisions of the immediately preceding sentence.


 


(d)                                 Notices.  All notices
and other communications (including, without limitation, any notices or other
communications to the Trustee) provided for or permitted hereunder shall be
made in writing by hand-delivery, certified first-class mail with return
receipt requested, next-day air courier or facsimile:


 


(i)                                     if to a Holder, at the most current
address given by such Holder to the Issuer in accordance with the provisions of
this Section 10(d), which address initially is, with respect to each
Holder, the address of such Holder maintained by the Registrar (as defined in
the Indenture), with a copy to Skadden, Arps, Slate, Meagher & Flom LLP,
300 South Grand Avenue, Suite 3400, Los Angeles, California 90071, facsimile
number (213) 687-5600, Attention: 
Nicholas P. Saggese, Esq.; and


 


(ii)                                  if to the Issuer or any of the
Guarantors, initially at 11311 McCormick Road, S260, Hunt Valley, Maryland
21031, facsimile number:  (410)
785-7217, Attention: President, and an additional copy to Dechert LLP, 4000
Bell Atlantic Tower, 1717 Arch Street, Philadelphia, PA 19103, facsimile
number:  (215) 994-2222, Attention:  Sarah B. Gelb, Esq., and thereafter at such
other address, notice of which is given in accordance with the provisions of
this Section 10(d).


 


29

















 


All such
notices and communications shall be deemed to have been duly given: when
delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; one Business Day after being
timely delivered to a next-day air courier, if sent by next-day air courier;
and when receipt is acknowledged by the addressee, if sent by facsimile.


 


Copies of all
such notices, demands or other communications shall be concurrently delivered
by the Person giving the same to the Trustee under the Indenture at the address
specified in the Indenture.


 


(e)                                  Successors and Assigns.  This
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto, including without limitation and without
the need for an express assignment, subsequent Holders.


 


(f)                                    Counterparts.  This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.


 


(g)                                 Headings.  The headings
in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof. 
When a reference is made in this Agreement to a Section, paragraph,
subparagraph, Schedule or Exhibit, such reference shall mean a Section,
paragraph, subparagraph, Schedule or Exhibit to this Agreement unless
otherwise indicated.  The words “include,”
“includes,”
and “including”
when used in this Agreement shall be deemed in each case to be followed by the
words “without
limitation.”  The phrases “the date of
this Agreement,” “the date hereof,” and terms of similar
import shall be deemed to refer to August 21, 2003.   The words “hereof,” “herein,”
“herewith,”  “hereby” and “hereunder” and words of
similar import shall, unless otherwise stated, be construed to refer to this
Agreement as a whole and not to any particular provision of this Agreement.


 


(h)                                 GOVERNING LAW.  THIS
AGREEMENT SHALL BE CONSTRUED AND INTERPRETED, AND THE RIGHTS OF THE PARTIES
SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
INCLUDING WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW AND RULE 327(b) OF NEW YORK CIVIL PRACTICE LAWS AND RULES.  EACH ISSUER AND EACH GUARANTOR HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN
THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL
COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY


 


30

















 


OF NEW YORK IN RESPECT OF ANY
SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.  EACH ISSUER AND EACH GUARANTOR IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE
LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  EACH ISSUER AND EACH GUARANTOR IRREVOCABLY CONSENTS, TO THE
FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE
SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO SUCH ISSUER OR SUCH GUARANTOR, AS THE CASE MAY BE, AT
ITS ADDRESS SET FORTH HEREIN, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER
SUCH MAILING.  NOTHING HEREIN SHALL
AFFECT THE RIGHT OF THE INITIAL PURCHASER TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
EITHER OF THE ISSUER OR ANY OF THE GUARANTORS IN ANY OTHER JURISDICTION.


 


(i)                                     Severability.  If any term,
provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their respective best efforts
to find and employ an alternative means to achieve the same or substantially
the same result as that contemplated by such term, provision, covenant or
restriction.  It is hereby stipulated
and declared to be the intention of the parties that they would have executed
the remaining terms, provisions, covenants and restrictions without including
any of such that may be hereafter declared invalid, illegal, void or
unenforceable.


 


(j)                                     Entire Agreement.  This
Agreement is intended by the parties as a final expression of their agreement,
and is intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein.  There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein, with respect to the registration rights granted by the Issuer and the
Guarantors in respect of securities


 


31

















 


sold pursuant to the Purchase
Agreement.  This Agreement supersedes
all prior agreements and understandings between the parties with respect to
such subject matter.


 


(k)                                  Securities Held by the Issuer or its Affiliates. 
Whenever the consent or approval of Holders of a specified percentage of
the principal amount of Registrable Securities is required hereunder,
Registrable Securities held by the Issuer or its affiliates (as such term is
defined in Rule 405 under the Securities Act) (other than Holders deemed to be
such affiliates solely by reason of their holdings of such Registrable
Securities) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.


 


[signature pages follow]


 


32

















 


IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date first written
above.


 


 


	
   

  	
  SHERIDAN ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


ACCEPTED AND AGREED TO:


 


JEFFERIES
& COMPANY, INC.


 


 


	
  By:

  	
   /s/

  	
   

  
	
   

  	
  Name: 

  
	
   

  	
  Title: 

  



 

















 


Schedule
I


 


Guarantors


 


	
  Name

  	
   

  	
  State of Incorporation

  
	
  Capital City
  Press, Inc.

  	
   

  	
  Vermont

  
	
  Dartmouth
  Printing Company

  	
   

  	
  New Hampshire

  
	
  Dartmouth
  Journal Services, Inc.

  	
   

  	
  New Hampshire

  
	
  Sheridan
  Books, Inc.

  	
   

  	
  Delaware

  
	
  The Sheridan
  Holding Company

  	
   

  	
  Delaware

  
	
  The Sheridan
  Press, Inc.

  	
   

  	
  Maryland

  
	
  United
  Litho, Inc.

  	
   

  	
  Maryland

  



 

















 


Exhibit A


 


SHERIDAN ACQUISITION CORP.


 


(to be merged with and into The Sheridan
Group, Inc.)


 


$105,000,000 101⁄4%
Senior Secured Notes due 2011


 


JOINDER TO THE REGISTRATION RIGHTS AGREEMENT


 


August 21, 2003


 


 


JEFFERIES
& COMPANY, INC.

11100 Santa Monica Boulevard

10th Floor

Los Angeles, California 90025


 


 


Ladies and Gentlemen:


 


Reference is
made to the Registration Rights Agreement (the “Registration Rights Agreement”)
dated August 21, 2003, by and among Sheridan Acquisition Corp., a Delaware
corporation (the “Issuer”), on the one hand, and Jefferies
& Company, Inc. (the “Initial Purchaser”), on the other
hand.  Capitalized terms used herein but
not defined herein shall have the respective meanings assigned to such terms in
the Registration Rights Agreement..


 


The Issuer and
each of the Guarantors listed on the signature pages hereto agree that this
letter agreement is being executed and delivered in connection with the issue
and sale of the Notes and the Guarantees pursuant to the Purchase Agreement and
to induce the Initial Purchase to purchase the Notes and the Guarantees
thereunder and is being executed concurrently with the consummation of the
Acquisition and effectiveness of the Merger.


 


1.                                       Joinder.  Each of the parties hereto hereby agrees to
become bound by the terms, conditions and other provisions of the Registration
Rights Agreement with all attendant rights, duties and obligations stated
therein, with the same force and effect as if originally named as a Guarantor
therein and as if such party executed the Registration Rights Agreement on the
date thereof.


 


2.                                       GOVERNING
LAW.  THIS LETTER AGREEMENT
SHALL BE


 

















 


CONSTRUED AND INTERPRETED, AND
THE RIGHTS OF THE PARTIES SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW AND RULE 327(b) OF NEW YORK CIVIL
PRACTICE LAWS AND RULES.


 


3.                                       Counterparts.  This letter agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.


 


4.                                       Amendments.  No amendment or waiver of any provision of
this letter agreement, nor any consent or approval to any departure therefrom,
shall in any event be effective unless the same shall be in writing and signed
by the parties hereto.


 


5.                                       Headings.  The headings in this letter agreement are
for convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


[signature
pages follow]


 

















 


If the
foregoing is in accordance with your understanding of this letter agreement,
kindly sign and return to us a counterpart thereof, whereupon this instrument
will become a binding agreement among the Issuer, the Guarantors parties hereto
and the Initial Purchaser in accordance with its terms


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  Guarantors

  
	
   

  	
   

  
	
   

  	
  CAPITAL CITY PRESS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DARTMOUTH PRINTING COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  DARTMOUTH JOURNAL SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SHERIDAN BOOKS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE SHERIDAN HOLDING COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE SHERIDAN PRESS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNITED LITHO, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


ACCEPTED AND AGREED TO:


 


JEFFERIES
& COMPANY, INC.


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: