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Exhibit 4.13    
    


EXECUTION VERSION


HM Publishing Corp.  


111/2% Senior Discount Notes due 2013  


   



Exchange and Registration Rights Agreement  


October 3, 2003 


Deutsche
Bank Securities Inc.

CIBC World Markets Corp.

Goldman, Sachs & Co.

Fleet Securities, Inc.

Banc One Capital Markets, Inc.

        As representatives of the several Purchasers

        named in Schedule I to the Purchase Agreement

c/o Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005 


Ladies
and Gentlemen: 


        HM
Publishing Corp., a Delaware corporation (the "Company"), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as
defined herein) its 111/2% Senior Discount Notes due 2013 (the "Senior Discount Notes"). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a
condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as
defined herein) as follows: 



        1.    Certain Definitions.    For purposes of this Exchange and Registration Rights Agreement, the following terms
shall have the following respective meanings: 



        "Base Interest" shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without
giving effect to the provisions of this Agreement. 


        The
term "broker-dealer" shall mean any broker or dealer registered with the Commission under the Exchange Act. 


        "Closing Date" shall mean the date on which the Senior Discount Notes are initially issued. 



        "Commission" shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the
Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. 


        "Effective Time," in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the
Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which
the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective. 







 





        "Electing Holder" shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the
Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof. 



        "Exchange Act" shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time. 


        "Exchange Offer" shall have the meaning assigned thereto in Section 2(a) hereof. 


        "Exchange Registration" shall have the meaning assigned thereto in Section 3(c) hereof. 


        "Exchange Registration Statement" shall have the meaning assigned thereto in Section 2(a) hereof. 



        "Exchange Securities" shall have the meaning assigned thereto in Section 2(a) hereof. 


        The
term "holder" shall mean each of the Purchasers and other persons who acquire Registrable Securities from time to time (including any
successors or assigns), in each case for so long as such person owns any Registrable Securities. 


        "Indenture" means the indenture, dated as of October 3, 2003, between the Company and the Trustee, relating to the issuance of the
Senior Discount Notes, as the same shall be amended from time to time. 



        "Notice and Questionnaire" means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of
Exhibit A hereto. 





        The
term "person" shall mean a corporation, association, partnership, organization, business, individual, government or political
subdivision thereof or governmental agency. 




        "Purchase Agreement" shall mean the Purchase Agreement, dated September 30, 2003, between the Purchasers and the Company relating
to the Securities. 


        "Purchasers" shall mean the Purchasers named in Schedule I to the Purchase Agreement. 


        "Registrable Securities" shall mean the Securities; provided, however, that a Security shall cease to be a Registrable Security when
(i) in the circumstances contemplated by Section 2(a) hereof, the Security has been exchanged for an Exchange Security in an Exchange Offer as contemplated in Section 2(a) hereof
(provided that any Exchange Security that, pursuant to the last two sentences of Section 2(a), is included in a prospectus for use in connection with resales by broker-dealers shall be deemed
to be a Registrable Security with respect to Sections 6 and 9 until resale of such Registrable Security has been effected within the 90-day period referred to in the second to last
sentence of Section 2(a)); (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf Registration Statement registering such Security under the Securities Act has
been declared or becomes effective and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration
Statement; (iii) such Security is sold pursuant to Rule 144 under circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the
Securities Act or otherwise, is removed by the Company or pursuant to the Indenture; (iv) such Security is eligible to be sold pursuant to paragraph (k) of Rule144; or (v) such
Security shall cease to be outstanding. 


        "Registration Default" shall have the meaning assigned thereto in Section 2(c) hereof. 


        "Registration Expenses" shall have the meaning assigned thereto in Section 4 hereof. 


        "Resale Period" shall have the meaning assigned thereto in Section 2(a) hereof. 




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        "Restricted Holder" shall mean (i) a holder that is an affiliate of the Company within the meaning of Rule 405,
(ii) a holder who acquires Exchange Securities outside the ordinary course of such holder's business, (iii) a holder who has arrangements or understandings with any person to participate
in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer
pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Company. 


        "Rule 144," "Rule 405" and
"Rule 415" shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended
from time to time. 


        "Securities" shall mean the Senior Discount Notes of the Company to be issued and sold to the Purchasers, and securities issued in
exchange therefor or in lieu thereof pursuant to the Indenture. 


        "Securities Act" shall mean the Securities Act of 1933, or any successor thereto, as the same shall be amended from time to time. 


        "Shelf Registration" shall have the meaning assigned thereto in Section 2(b) hereof. 



        "Shelf Registration Statement" shall have the meaning assigned thereto in Section 2(b) hereof. 


        "Special Interest" shall have the meaning assigned thereto in Section 2(c) hereof. 


        "Suspension Period" shall have the meaning assigned thereto in Section 3(d)(ix) hereof. 



        "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms
promulgated thereunder, all as the same shall be amended from time to time. 





        Unless the context otherwise requires, any reference herein to a "Section" or "clause" refers to a Section or clause, as the case may be, of this Exchange and
Registration Rights Agreement, and the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Exchange and Registration Rights Agreement as a whole and not to any
particular Section or other subdivision.



        2.    Registration Under the Securities Act.    


        (a)   Except
as set forth in Section 2(b) below, the Company agrees to file under the Securities Act, no later than 120 days after the Closing Date a
registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities for a
like aggregate principal amount of debt securities issued by the Company, which debt securities are substantially identical to the Securities (and are entitled to the benefits of a trust indenture
which is substantially identical to the Indenture or is the Indenture that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective
registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called
"Exchange Securities"). The Company agrees to use commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act no later than
180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations
under the Exchange Act. The Company further agrees to use commercially reasonable efforts to commence and complete the Exchange Offer no later than 225 days after the Closing Date, hold the
Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and 



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not
withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the debt securities received by holders other than Restricted
Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material
restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier
to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged,
pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a
date that is at least 20 business days following the commencement of the Exchange Offer. The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any
resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange
Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 90th day after the Exchange Offer has been completed or such time as such broker-dealers no
longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in
Sections 6(a), (c), (d) and (e) hereof. 


        (b)   If
(i) on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the debt securities received by holders
other than Restricted Holders in the Exchange Offer for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act,
(ii) the Exchange Offer has not been completed within 225 days following the Closing Date or (iii) the Exchange Offer is not available to any holder of the Securities, the Company
shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use commercially reasonable efforts to file under the
Securities Act no later than the later of 90 days after the time such obligation to file arises (but in no event earlier than the Exchange Registration Statement would have had to be filed), a
"shelf" registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any
similar rule that may be adopted by the Commission (such filing, the "Shelf Registration" and such registration statement, the "Shelf Registration Statement"). The Company agrees to use commercially
reasonable efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 120 days after such Shelf Registration Statement is filed and to keep
such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or such time as there are no longer any Registrable
Securities outstanding, provided, however, that no holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after
the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary
to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling
securityholder in the Shelf Registration Statement, provided, however, that nothing in this
Clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii) hereof.
The Company further agrees to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used
by the Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf 



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registration,
and the Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. 


        (c)   In
the event that (i) the Company has not filed the Exchange Registration Statement or Shelf Registration Statement on or before the applicable date pursuant to
Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on
or before the applicable date pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed within 225 days after the Closing Date (if the
Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared
effective but shall thereafter either be withdrawn by the Company 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 (except as specifically permitted herein) without being succeeded as soon as practicable thereafter by an additional registration statement filed and
declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default" and each period during which a Registration Default has occurred and is continuing, a
"Registration Default Period"), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special
interest ("Special Interest"), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.25%
for each 90-day period thereafter; provided, however, that the maximum rate during any
Registration Default Period shall not exceed 1.0% per annum; provided, further, that the Registration
Default referred to in this Section2(c) shall not apply in the case of any Suspension Period permitted in accordance with Section 3(d)(ix) (subject to the limitations set forth therein)
to the extent such liquidated damages are due solely as a result of the imposition of such Suspension Period. 



        (d)   The
Company shall take all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated. 


        (e)   Any
reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference
as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time. 


        3.    Registration Procedures.    


        If
the Company files a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply: 



        (a)   At
or before the Effective Time of the Exchange Offer or the Shelf Registration, as the case may be, the Company shall qualify the Indenture under the Trust Indenture
Act of 1939. 


        (b)   In
the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to
the applicable provisions of the Indenture. 


        (c)   In
connection with the Company's obligations with respect to the registration of Exchange Securities as contemplated by Section 2(a) (the "Exchange
Registration"), if applicable, the Company shall, as soon as practicable (or as otherwise specified): 



          (i)  prepare
and file with the Commission, no later than 120 days after the Closing Date an Exchange Registration Statement on any form which may be utilized by the 





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Company
and which shall permit the Exchange Offer and resales of Exchange Securities by broker-dealers during the Resale Period to be effected as contemplated by Section 2(a), and use
commercially reasonable efforts to cause such Exchange Registration Statement to become effective no later than 180 days after the Closing Date; 


         (ii)  as
soon as practicable prepare and file with the Commission such amendments and supplements to such Exchange Registration Statement and the prospectus included therein
as may be necessary to effect and maintain the effectiveness of such Exchange Registration Statement for the periods and purposes contemplated in Section 2(a) hereof and as may be required by
the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Registration Statement, and promptly provide each broker-dealer holding Exchange
Securities with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the
Trust Indenture Act and the rules and regulations of the Commission thereunder, as such broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with
resales of Exchange Securities; 


        (iii)  promptly
notify each broker-dealer that has requested or received copies of the prospectus included in such registration statement, and if requested in writing by such
broker-dealer, confirm such advice in writing, (A) when such Exchange Registration Statement or the prospectus included therein or any prospectus amendment or supplement or
post-effective amendment has been filed, and, with respect to such Exchange Registration Statement or any post-effective amendment, when the same has become effective,
(B) of the issuance by the Commission of any stop order suspending the effectiveness of such Exchange Registration Statement or the initiation or threatening of any proceedings for that
purpose, (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, or (D) at any time during the Resale Period when a prospectus is required to be delivered under the Securities Act, that such Exchange
Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to
be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; 


        (iv)  in
the event that the Company would be required, pursuant to Section 3 (e)(iii)(D) above, to notify any broker-dealers holding Exchange Securities, as soon as
practicable prepare and furnish to each such holder a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities
during the Resale Period, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder and shall 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 not misleading in light of the circumstances then
existing; 


         (v)  use
commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such Exchange Registration Statement or any
post-effective amendment thereto at the earliest practicable date; 





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        (vi)  use
commercially reasonable efforts to (A) register or qualify the Exchange Securities under the securities laws or blue sky laws of such jurisdictions as are
contemplated by Section 2(a) no later than the commencement of the Exchange Offer, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the
continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period and (C) take any and all other actions as may be reasonably necessary or
advisable to enable each broker-dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions; provided,  however, that the
Company shall not be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would
not otherwise be required to qualify but for the requirements of this Section 3(c)(vi), (2) consent to general service of process in any such jurisdiction or (3) make any changes
to its certificate of incorporation or by-laws or any agreement between it and its stockholders; 


       (vii)  subject
to Section 3(c)(vi), use commercially reasonable efforts to obtain the consent or approval of each governmental agency or authority, whether federal,
state or local, which may be required to effect the Exchange Registration, the Exchange Offer and the offering and sale of Exchange Securities by broker-dealers during the Resale Period; 


      (viii)  provide
a CUSIP number for all Exchange Securities, not later than the applicable Effective Time; 


        (ix)  comply
with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but no later than
eighteen months after the effective date of such Exchange Registration Statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act
(including, at the option of the Company, Rule 158 thereunder). 




        (d)   In
connection with the Company's obligations with respect to the Shelf Registration, if applicable, the Company shall, as soon as practicable (or as otherwise
specified): 



          (i)  prepare
and file with the Commission, as soon as practicable but in any case within the time periods specified in Section 2(b), a Shelf Registration Statement on
any form which may be utilized by the Company and which shall register all of the Registrable Securities for resale by the holders thereof in accordance with such method or methods of disposition as
may be specified by such of the holders as, from time to time, may be Electing Holders and use commercially reasonable efforts to cause such Shelf Registration Statement to become effective as soon as
practicable but in any case within the time periods specified in Section 2(b); 


         (ii)  not
less than 20 business days prior to the Effective Time of the Shelf Registration Statement, mail the Notice and Questionnaire to the holders of Registrable
Securities; no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time, and no holder shall be entitled to use the prospectus
forming a part thereof for resales of Registrable Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for response
set forth therein; provided, however, holders of Registrable Securities shall have at least
18 days from the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire to the Company; 





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        (iii)  after
the Effective Time of the Shelf Registration Statement, upon the request of any holder of Registrable Securities that is not then an Electing Holder, promptly
send a Notice and Questionnaire to such holder; provided that the Company shall not be required to take any action to name such holder as a selling
securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities until such holder has returned a
completed and signed Notice and Questionnaire to the Company; 


        (iv)  as
soon as practicable prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and the prospectus included therein as
may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof and as may be required by the applicable rules and
regulations of the Commission and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment
simultaneously with or prior to its being used or filed with the Commission; 


         (v)  comply
with the provisions of the Securities Act with respect to the disposition of all of the Registrable Securities covered by such Shelf Registration Statement in
accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement; 


        (vi)  provide
(A) the Electing Holders, (B) the underwriters (which term, for purposes of this Exchange and Registration Rights Agreement, shall include a
person deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, thereof, (C) any sales or placement agent therefor, (D) counsel for any
such underwriter or agent and (E) not more than one counsel for all the Electing Holders the opportunity to participate in the preparation of such Shelf Registration Statement, each prospectus
included therein or filed with the Commission and each amendment or supplement thereto; 


       (vii)  for
a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period specified in Section 2(b), make available at
reasonable times at the Company's principal place of business or such other reasonable place for inspection by the persons referred to in Section 3(d)(vi) who shall certify to the
Company that they have a current intention to sell the Registrable Securities pursuant to the Shelf Registration such financial and other information and books and records of the Company, and cause
the officers, employees, counsel and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel
referred to in such Section, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided,  however, that
each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably
designated by the Company as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such registration statement or
otherwise), or (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the
matter (subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such requirement), or (C) such information is required
to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus in
order that such Shelf Registration Statement, prospectus, amendment or supplement, as the case may be, complies with 





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applicable
requirements of the federal securities laws and the rules and regulations of the Commission and does not contain an untrue statement of a material fact or omit to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; 


      (viii)  promptly
notify each of the Electing Holders, any sales or placement agent therefor and any underwriter thereof (which notification may be made through any managing
underwriter that is a representative of such underwriter for such purpose) and confirm such advice in writing, (A) when such Shelf Registration Statement or the prospectus included therein or
any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when
the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the
Commission for amendments or supplements to such Shelf Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the
effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company
contemplated by Section 3(d)(xvii) cease to be true and correct in all material respects, (E) of the receipt by the Company of any notification with respect to the suspension of
the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) if at any time when a prospectus is
required to be delivered under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in
all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a
material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; 



        (ix)  use
commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective
amendment thereto at the earliest practicable date; provided, however, the Company shall be deemed not to have used their commercially reasonable
efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Electing Holders of Exchange Securities covered thereby
not being able to offer and sell such Exchange Securities during that period, unless, in the opinion of counsel to the Company, (A) such action is required by applicable law; or (B) due
to the existence of material non-public information, disclosure of such material non-public information would be required to make the statements contained in the applicable
registration statement not misleading (including, without limitation and for the avoidance of doubt, the pendency of an acquisition, disposition or public or private offering by the Company), and the
Company has a bona fide business purpose for preserving as confidential such material non-public information, the Company shall have the right to suspend the use of such registration
statement (a "Suspension Period"), and no Electing Holder of Exchange Securities shall be permitted to sell any Exchange Securities pursuant thereto
until such time as such suspension is no longer required hereunder; provided that the Company shall, prior to any suspension of the Shelf Registration
Statement, provide the Electing Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension;  provided, further, that (i) such Suspension Period shall not exceed a period of
forty-five (45) consecutive days, (ii) the Company may not declare more than three 





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(3) Suspension
Periods during any calendar year and (iii)in each case the effective period of such Shelf Registration Statement shall be extended by the number of days of the applicable
Suspension Period pursuant to the foregoing. As soon as such suspension is no longer required hereunder or upon expiration of a Suspension Period, the Company shall take all such reasonable actions as
are required to permit sales by Electing Holders of Exchange Securities under an effective Registration Statement, including, if required, promptly, but in no event later than the date the Company
files any documents with the Commission referencing such material information, file with the Commission either such Registration Statement, or if necessary, an amendment to such Registration Statement
disclosing such information and use their commercially reasonable efforts to have such Registration Statement or amendment be declared effective as soon as possible; 


         (x)  if
requested by any managing underwriter or underwriters, any placement or sales agent or any Electing Holder, promptly incorporate in a prospectus supplement or
post-effective amendment such information as is required by the applicable rules and regulations of the Commission and as such managing underwriter or underwriters, such agent or such
Electing Holder specifies should be included therein relating to the terms of the sale of such Registrable Securities, including information with respect to the principal amount of Registrable
Securities being sold by such Electing Holder or agent or to any underwriters, the name and description of such Electing Holder, agent or underwriter, the offering price of such Registrable Securities
and any discount, commission or other compensation payable in respect thereof, the purchase price being paid therefor by such underwriters and with respect to any other terms of the offering of the
Registrable Securities to be sold by such Electing Holder or agent or to such underwriters; and make all required filings of such prospectus supplement or post-effective amendment promptly
after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment; 


        (xi)  furnish
to each Electing Holder, each placement or sales agent, if any, therefor, each underwriter, if any, thereof and the respective counsel referred to in
Section 3(d)(vi) an executed copy (or, in the case of an Electing Holder, a conformed copy) of such Shelf Registration Statement, each such amendment and supplement thereto (in each case
including all exhibits thereto (in the case of an Electing Holder of Registrable Securities, upon request) and documents incorporated by reference therein) and such number of copies of such Shelf
Registration Statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by such Electing Holder, agent or underwriter, as the case may be)
and of the prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable
requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and such other documents, as such Electing Holder, agent, if any, and
underwriter, if any, may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by such Electing Holder, offered or sold by such agent or
underwritten by such underwriter and to permit such Electing Holder, agent and underwriter to satisfy the prospectus delivery requirements of the Securities Act; and the Company hereby consents to the
use of such prospectus (including such preliminary and summary prospectus) and any amendment or supplement thereto by each such Electing Holder and by any such agent and underwriter, in each case in
the form most recently provided to such person by the Company, in connection with the offering and sale of the Registrable Securities covered by the prospectus (including such preliminary and summary
prospectus) or any supplement or amendment thereto; 





10





 



       (xii)  use
commercially reasonable efforts to (A) register or qualify the Registrable Securities to be included in such Shelf Registration Statement under such
securities laws or blue sky laws of such jurisdictions as any Electing Holder and each placement or sales agent, if any, therefor and underwriter, if any, thereof shall reasonably request,
(B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period
the Shelf Registration is required to remain effective under Section 2(b) above and for so long as may be necessary to enable any such Electing Holder, agent or underwriter to complete its
distribution of Securities pursuant to such Shelf Registration Statement and (C) take any and all other actions as may be reasonably necessary or advisable to enable each such Electing Holder,
agent, if any, and underwriter, if any, to consummate the disposition in such jurisdictions of such Registrable Securities; provided,  however, that the
Company shall not be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would
not otherwise be required to qualify but for the requirements of this Section 3(d)(xii), (2) consent to general service of process in any such jurisdiction or (3) make any changes
to its certificate of incorporation or by-laws or any agreement between it and its stockholders; 


      (xiii)  subject
to Section 3(d)(xii), use commercially reasonable efforts to obtain the consent or approval of each governmental agency or authority, whether federal,
state or local, which may be required to effect the Shelf Registration or the offering or sale in connection therewith or to enable the selling holder or holders to offer, or to consummate the
disposition of, their Registrable Securities; 


      (xiv)  unless
any Registrable Securities shall be in book-entry only form, cooperate with the Electing Holders and the managing underwriters, if any, to
facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates, if so required by any securities exchange upon which any Registrable
Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive
legends; and, in the case of an underwritten offering, enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two
business days prior to any sale of the Registrable Securities; 


       (xv)  provide
a CUSIP number for all Registrable Securities, not later than the applicable Effective Time; 


      (xvi)  on
no more than one occasion, enter into an underwriting agreement, agency agreement, "best efforts" underwriting agreement or similar agreement, as appropriate,
including customary provisions relating to indemnification and contribution, and take such other actions in connection therewith as any Electing Holders aggregating at least a majority in aggregate
principal amount of the Registrable Securities at the time outstanding shall request in order to expedite or facilitate the disposition of such Registrable Securities; 



     (xvii)  in
the event an agreement of the type referred to in Section 3(d)(xvi) hereof is entered into, (A) make such representations and warranties to
the Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof in form, substance and scope as are customarily made in connection with an offering of
debt securities pursuant to any appropriate agreement or to a registration statement filed on the form applicable to the Shelf Registration; (B) obtain an opinion of counsel to the Company in
customary form and covering such matters, of the type customarily covered 





11





 






by
such an opinion, as the managing underwriters, if any, or as any Electing Holders of at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding may
reasonably request, addressed to such Electing Holder or Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof and dated the effective date of such
Shelf Registration Statement (and if such Shelf Registration Statement contemplates an underwritten offering of a part or all of the Registrable Securities, dated the date of the closing under the
underwriting agreement relating thereto) (it being agreed that the matters to be covered by such opinion shall include the due incorporation and good standing of the Company and its subsidiaries; the
qualification of the Company and its subsidiaries to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type referred to in
Section 3(d)(xvi) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the Securities; the absence of material legal or
governmental proceedings involving the Company; a statement that the transactions contemplated by such agreement referred to in clause (xvi) above would not result in a breach by the Company
of, or a default under, material agreements binding upon the Company; the absence of governmental approvals required to be obtained in connection with the Shelf Registration, the offering and sale of
the Registrable Securities, this Exchange and Registration Rights Agreement or any agreement of the type referred to in Section 3(d)(xvi) hereof, except such approvals as may be required
under state securities or blue sky laws; the material compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein and of the Indenture with the
requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, respectively; and, as of the date of the opinion and of the Shelf
Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then
amended or supplemented, and from the documents incorporated by reference therein (in each case other than the financial statements and other financial information contained therein) of an untrue
statement of a material fact or the omission to state therein a material fact necessary to make the statements therein not misleading (in the case of such documents, in the light of the circumstances
existing at the time that such documents were filed with the Commission under the Exchange Act)); (C) obtain a "cold comfort" letter or letters from the independent certified public accountants
of the Company addressed to the selling Electing Holders, the placement or sales agent, if any, therefor or the underwriters, if any, thereof, dated (i) the effective date of such Shelf
Registration Statement and (ii) the effective date of any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such
Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus (and, if
such Shelf Registration Statement contemplates an underwritten offering pursuant to any prospectus supplement to the prospectus included in such Shelf Registration Statement or
post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such
statements included in such prospectus, dated the date of the closing under the underwriting agreement relating thereto), such letter or letters to be in customary form and covering such matters of
the type customarily covered by letters of such type; (D) deliver such documents and certificates, including officers' certificates, as may
be reasonably requested by any Electing Holders of at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding or the placement or sales agent, if any,
therefor and the managing underwriters, if any, thereof 





12





 



to
evidence the accuracy of the representations and warranties made pursuant to clause (A) above or those contained in Section 5(a) hereof and the compliance with or satisfaction of any
agreements or conditions contained in the underwriting agreement or other agreement entered into by the Company; and (E) undertake such obligations relating to expense reimbursement,
indemnification and contribution as are provided in Section 6 hereof; 


    (xviii)  notify
in writing each holder of Registrable Securities of any proposal by the Company to amend or waive any provision of this Exchange and Registration Rights
Agreement pursuant to Section 9(h) hereof and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected,
as the case may be; 


      (xix)  in
the event that any broker-dealer registered under the Exchange Act shall underwrite any Registrable Securities or participate as a member of an underwriting
syndicate or selling group or "assist in the distribution" (within the meaning of the Conduct Rules (the "Conduct Rules) of the National Association of Securities Dealers, Inc. ("NASD") or any
successor thereto, as amended from time to time) thereof, whether as a holder of such Registrable Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof,
or otherwise, assist such broker-dealer in complying with the requirements of such Conduct Rules, including by (A) if such Conduct Rules shall so require, engaging a "qualified independent
underwriter" (as defined in such Conduct Rules) to participate in the preparation of the Shelf Registration Statement relating to such Registrable Securities, to exercise usual standards of due
diligence in respect thereto and, if any portion of the offering contemplated by such Shelf Registration Statement is an underwritten offering or is made through a placement or sales agent, to
recommend the yield of such Registrable Securities, (B) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6
hereof (or to such other customary extent as may be requested by such underwriter), and (C) providing such information to such broker-dealer as may be required in order for such broker-dealer
to comply with the requirements of the Conduct Rules; and 


       (xx)  comply
with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but in any event not
later than eighteen months after the effective date of such Shelf Registration Statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities
Act (including, at the option of the Company, Rule 158 thereunder). 




        (e)   In
the event that the Company would be required, pursuant to Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement or sales agent, if any,
therefor and the managing underwriters, if any, thereof, the Company shall as soon as practicable prepare and furnish to each of the Electing Holders, to each placement or sales agent, if any, and to
each such underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable Securities, such prospectus shall
conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall 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 not misleading in light of the circumstances then
existing. Each Electing Holder agrees that upon receipt of any notice from the Company pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder shall forthwith discontinue the disposition
of Registrable Securities pursuant to the Shelf Registration Statement applicable to such Registrable Securities until such 




13





 


Electing
Holder shall have received copies of such amended or supplemented prospectus, and if so directed by the Company, such Electing Holder shall deliver to the Company (at the Company's expense)
all copies, other than permanent file copies, then in such Electing Holder's possession of the prospectus covering such Registrable Securities at the time of receipt of such notice. 


        (f)    In
the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder in its Notice Questionnaire, the Company may require
such Electing Holder to furnish to the Company such additional information regarding such Electing Holder and such Electing Holder's intended method of distribution of Registrable Securities as may be
required in order to comply with the Securities Act. Each such Electing Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished
by such Electing Holder to the Company or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue
statement of a material fact regarding such Electing Holder or such Electing Holder's intended method of disposition of such Registrable Securities or omits to state any material fact regarding such
Electing Holder or such Electing Holder's intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing, and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such
prospectus shall not contain, with respect to such Electing Holder or the disposition of such Registrable Securities, 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 not misleading in light of the circumstances then existing. 


        (g)   Until
the expiration of two years after the Closing Date, the Company will not, and will not permit any of its "affiliates" (as defined in Rule144) to, resell any of the
Securities that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act. 




        4.    Registration Expenses.    


        The
Company agrees to bear and to pay or cause to be paid promptly all expenses incident to the Company's performance of or compliance with this Exchange and Registration Rights
Agreement, including (a) all Commission and any NASD registration, filing and review fees and expenses, (b) all fees and expenses in connection with the qualification of the Securities
for offering and sale under the State securities and blue sky laws referred to in Section 3(d)(xii) hereof and determination of their eligibility for investment under the laws of such
jurisdictions as any managing underwriters or the Electing Holders may designate, including reasonable and documented fees and disbursements of counsel for the Electing Holders or underwriters in
connection with such qualification and determination, (c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement required
to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Securities for
delivery and the expenses of printing or producing any underwriting agreements, agreements among underwriters, selling agreements and blue sky or legal investment memoranda and all other documents in
connection with the offering, sale or delivery of Securities to be disposed of (including certificates representing the Securities), (d) messenger, telephone and delivery expenses relating to
the offering, sale or delivery of Securities and the preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any agent of the
Trustee and any counsel for the Trustee and of any collateral agent or custodian, (f) internal expenses (including all salaries and expenses of the Company's officers and employees 



14





 

performing
legal or accounting duties), (g) fees, disbursements and expenses of counsel and independent certified public accountants of the Company (including the expenses of any opinions or
"cold comfort" letters required by or incident to such performance and compliance), (h) fees, disbursements and expenses of any "qualified independent underwriter" engaged pursuant to
Section 3(d)(xix) hereof, (i) reasonable and documented fees, disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration,
as selected by the Electing Holders of at least a majority in aggregate principal amount of the Registrable Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the
Company), (j) any fees charged by securities rating services for rating the Securities, and (k) fees, expenses and disbursements of any other persons, including special experts, retained
by the Company in connection with such registration (collectively, the "Registration Expenses"). To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable
Securities or any placement or sales agent therefor or underwriter thereof, the Company shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid
promptly after receipt of a request therefor. Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and commissions and underwriting
discounts and commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or
jointly), other than the counsel and experts specifically referred to above. 


        5.    [Reserved]    


        6.    Indemnification.    



        (a)    Indemnification by the Company.    The Company will indemnify and hold harmless each of the holders of
Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who
participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which
such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such
Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such holder, Electing Holder,
agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such action or claim as such expenses are incurred; provided,  however, that the Company shall not be
liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment
or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein. 




15











  




        (b)    Indemnification by the Holders and any Agents and Underwriters.    The Company may require, as a condition to
including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Company
shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally
and not jointly, to (i) indemnify and hold harmless the Company, and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Company or such
other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any such Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder or underwriter expressly for use
therein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake
liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder's
Registrable Securities pursuant to such registration. 


        (c)    Notices of Claims, Etc.    Promptly after receipt by an indemnified party under subsection (a) or (b)
above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification
provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action; but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to any indemnified party otherwise than under the indemnification provisions of or contemplated by Section 6(a) or 6(b) hereof, except to the
extent it has been materially prejudiced by such omissions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement
thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from
the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other
counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party
shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or 




16





 





claim
and (ii)does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. 


        (d)    Contribution.    If for any reason the indemnification provisions contemplated by Section 6(a) or
Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative fault and relative benefits of the indemnifying party and the indemnified party in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault and relative benefits of such
indemnifying party and indemnified party shall be determined by reference to, among other things, whether the 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 by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata
allocation (even if the holders or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 6(d), no holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the
proceeds received by such holder from the sale of any Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such
holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such
underwriter 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' and any underwriters'
obligations in this Section 6(d) to contribute shall be several in proportion to the principal amount of Registrable Securities registered or underwritten, as the case may be, by them and not
joint. 


        (e)   The
obligations of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same
terms and conditions, to each officer, director and partner of each holder, agent and underwriter and each person, if any, who controls any holder, agent or underwriter within the meaning of the
Securities Act; and the obligations of the holders and any agents or underwriters contemplated by this Section 6 shall be in addition to any liability which the respective holder, agent or
underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning
of the Securities Act. 




17





 






        7.    Underwritten Offerings.    



        (a)    Selection of Underwriters.    If any of the Registrable Securities covered by the Shelf Registration are to be
sold pursuant to an underwritten offering, the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the
Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company. 


        (b)    Participation by Holders.    Each holder of Registrable Securities hereby agrees with each other such holder
that no such holder may participate in any underwritten offering hereunder unless such holder (i) 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 (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents reasonably required under the terms of such underwriting arrangements. 




        8.    Rule 144.    


        The
Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, the Company shall timely file the reports required
to be filed by it under the Exchange Act or the Securities Act (including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144
adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities 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 within the limitations of the
exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon
the written request of any holder of Registrable Securities in connection with that holder's sale pursuant to Rule144, the Company shall deliver to such holder a written statement as to whether it has
complied with such requirements. 


        9.    Miscellaneous.    



        (a)    No Inconsistent Agreements.    The Company represents, warrants, covenants and agrees that it has not granted,
and shall not grant, registration rights with respect to Registrable Securities or any other securities which would be inconsistent with the terms contained in this Exchange and Registration Rights
Agreement. 


        (b)    Specific Performance.    The parties hereto acknowledge that there would be no adequate remedy at law if the
Company fails to perform any of its obligations hereunder and that the Purchasers and the holders from time to time of the Registrable Securities may be irreparably harmed by any such failure, and
accordingly agree that the Purchasers and such holders, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of the
obligations of the Company under this Exchange and Registration Rights Agreement in accordance with the terms and conditions of this Exchange and Registration Rights Agreement, in any court of the
United States or any State thereof having jurisdiction. 



        (c)    Notices.    All notices, requests, claims, demands, waivers and other communications hereunder shall be in
writing and shall be deemed to have been duly given when delivered by hand, if delivered personally or by courier, or three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Company, to it at 222 Berkeley Street, Boston, Massachusetts 02116, Attention: Office of 




18





 





General
Counsel, and if to a holder, to the address of such holder set forth in the security register or other records of the Company, or to such other address as the Company or any such holder may
have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 


        (d)    Parties in Interest.    All the terms and provisions of this Exchange and Registration Rights Agreement shall
be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and the holders from time to time of the Registrable Securities and the respective successors and assigns
of the parties hereto and such holders. In the event that any transferee of any holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether by gift, bequest,
purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such Registrable Securities shall
be held subject to all of the terms of this Exchange and Registration Rights Agreement, and by taking and holding such Registrable Securities such transferee shall be entitled to receive the benefits
of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of this Exchange and Registration Rights Agreement. If the Company shall so request, any such
successor, assign or transferee shall agree in writing to acquire and hold the Registrable Securities subject to all of the applicable terms hereof. 



        (e)    Survival.    The respective indemnities, agreements, representations, warranties and each other provision set
forth in this Exchange and Registration Rights Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by
or on behalf of any holder of Registrable Securities, any director, officer or partner of such holder, any agent or underwriter or any director, officer or partner thereof, or any controlling person
of any of the foregoing, and shall survive delivery of and payment for the Registrable Securities pursuant to the Purchase Agreement and the transfer and registration of Registrable Securities by such
holder and the consummation of an Exchange Offer. 


        (f)    Governing Law.    This Exchange and Registration Rights Agreement shall be governed by and construed in
accordance with the laws of the State of New York. 


        (g)    Headings.    The descriptive headings of the several Sections and paragraphs of this Exchange and Registration
Rights Agreement are inserted for convenience only, do not constitute a part of this Exchange and Registration Rights Agreement and shall not affect in any way the meaning or interpretation of this
Exchange and Registration Rights Agreement. 


        (h)    Entire Agreement; Amendments.    This Exchange and Registration Rights Agreement and the other writings
referred to herein (including the Indenture and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its
subject matter. This Exchange and Registration Rights Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Exchange and
Registration Rights Agreement may be amended and the observance of any term of this Exchange and Registration Rights Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) only by a written instrument duly executed by the Company and the holders of at least a majority in aggregate principal amount of the Registrable Securities at the time
outstanding. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 9(h), whether or not any
notice, writing or marking indicating such amendment or waiver appears on such Registrable Securities or is delivered to such holder. 




19





 





        (i)    Inspection.    For so long as this Exchange and Registration Rights Agreement shall be in effect, this Exchange
and Registration Rights Agreement and a complete list of the names and addresses of all the holders of Registrable Securities shall be made available for inspection and copying during business hours
on any business day by any holder of Registrable Securities for proper purposes only (which shall include any purpose related to the rights of the holders of Registrable Securities under the
Securities, the Indenture and this Agreement) at the offices of the Company at the address thereof set forth in Section 9(c) above and at the office of the Trustee under the Indenture. 



        (j)    Counterparts.    This agreement may be executed by the parties in counterparts, each of which shall be deemed
to be an original, but all such respective counterparts shall together constitute one and the same instrument. 





        If
the foregoing is in accordance with your understanding, please sign and return to us, five counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the
Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers and the Company. It is understood that your acceptance of this letter on behalf
of each of the Purchasers is pursuant to the authority set forth in a form of Agreement Among Purchasers, the form of which shall be submitted to the Company for examination upon request, but without
warranty on your part as to the authority of the signers thereof. 



	 	 	Very truly yours,
	

 	
 	

HM Publishing Corp.
	

 	
 	

 	

 
	 	 	By:	    
 Name:

Title:




20





 


	Accepted as of the date hereof:	 	 
	

DEUTSCHE BANK SECURITIES INC.

CIBC WORLD MARKETS CORP.

GOLDMAN, SACHS & CO.

FLEET SECURITIES, INC.

BANC ONE CAPITAL MARKETS, INC.	
 	

 
	

 	

 	
 	

 
	By:	DEUTSCHE BANK SECURITIES INC.
	

 	

 	
 	

 
	By:	    
 Name:

Title:	 	 
	

 	

 	
 	

 
	By:	    
 Name:

Title:	 	 
	

For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement	
 	

 




21






   
Exhibit A 


HM Publishing Corp. 


INSTRUCTION TO DTC PARTICIPANTS


(Date
of Mailing) 


URGENT—IMMEDIATE
ATTENTION REQUESTED 


DEADLINE FOR RESPONSE: [DATE](a) 




	(a)
	Not
less than 18 days from date of mailing. 



        The
Depository Trust Company ("DTC") has identified you as a DTC Participant through which beneficial interests in HM Publishing Corp. (the "Company") 111/2% Senior
Discount Notes due 2013 (the "Securities") are held. 


        The
Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in
the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. 


        It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to
have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter,
please contact HM Publishing Corp. via mail at 222 Berkeley Street, Boston, Massachusetts 02116, Attention: Office of General Counsel, or by telephone at (617) 351-5000. 


A-1





 
HM Publishing Corp. 


Notice of Registration Statement

and

Selling Securityholder Questionnaire  


(Date)



        Reference
is hereby made to the Exchange and Registration Rights Agreement (the "Exchange and Registration Rights Agreement") between HM Publishing Corp. (the "Company") and the
Purchasers named therein. Pursuant to the Exchange and Registration Rights Agreement, the Company has filed with the United States Securities and Exchange Commission (the "Commission") a registration
statement on Form [    ] (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended
(the "Securities Act"), of the 111/2% Senior Discount Notes due 2013 (the "Securities"). A copy of the Exchange and Registration Rights Agreement is attached hereto. All capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement. 


        Each
beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement.
In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire") must
be completed, executed and delivered to the Company's counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable
Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and
(ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities. 


        Certain
legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of
Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration
Statement and related Prospectus. 


        The
term "Registrable Securities" is defined in the Exchange and Registration Rights Agreement. 


A-2





 
ELECTION 


        The
undersigned holder (the "Selling Securityholder") of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned
by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the
undersigned Selling Securityholder were an original party thereto. 


        Upon
any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Company and Trustee the Notice of
Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement. 



        The
Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete: 


A-3





 
QUESTIONNAIRE 



	(1)	 	(a)	 	Full Legal Name of Selling Securityholder:
	

 	
 	

(b)	
 	

Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Securities Listed in Item (3) below:
	

 	
 	

(c)	
 	

Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) Through Which Registrable Securities Listed in Item (3) below are Held:
	

(2)	
 	

Address for Notices to Selling Securityholder:
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	Telephone:	 	 
	 	 
	 	 	 	 	Fax:	 	 
	 	 
	 	 	 	 	Contact Person:	 	 
	 	 
	

(3)	
 	

Beneficial Ownership of Securities:
	

 	
 	

Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.
	

 	
 	

(a)	
 	

Principal amount of Registrable Securities beneficially owned:	
 	

 

	 	 	 	 	CUSIP No(s). of such Registrable Securities:
	 	 	 	 	 

	

 	
 	

(b)	
 	

Principal amount of Securities other than Registrable Securities beneficially owned:
	 	 	 	 	 

	 	 	 	 	CUSIP No(s). of such other Securities:
	 	 	 	 	 

	

 	
 	

(c)	
 	

Principal amount of Registrable Securities which the undersigned wishes to be
	 	 	 	 	included in the Shelf Registration Statement:	 	 

	 	 	 	 	CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement:
	

(4)	
 	

Beneficial Ownership of Other Securities of the Company:
	

 	
 	

Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Company, other than the Securities listed above in Item (3).
	

 	
 	

State any exceptions here:
	

(5)	
 	

Relationships with the Company:
	

 	
 	

Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Company (or its
predecessors or affiliates) during the past three years.
	

 	
 	

State any exceptions here:
	 	 	 	 	 	 	 	 	 



A-4





 

	

(6)	
 	

Plan of Distribution:
	

 	
 	

Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the
undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying
prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered
Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options.
In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging
the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell
such securities.
	

 	
 	

State any exceptions here:
	

        By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and
regulations thereunder, particularly Regulation M.
	

        In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company,
the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.
	

        By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information
in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related
Prospectus.
	

        In accordance with the Selling Securityholder's obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion
in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf
Registration Statement remains in effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as
follows:
	

 	
 	

(i)	
 	

To the Company:
	 	 	 	 	 	 	HM Publishing Corp.

222 Berkeley Street

Boston, Massachusetts 02116

Attention: Office of General Counsel	 	 
	 	 	 	 	 	 	 	 	 





A-5





 

	

 	
 	

(ii)	
 	

With a copy to:
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	

        Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company's counsel, the terms of this Notice and Questionnaire, and the representations and warranties
contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company and the Selling Securityholder (with respect to the Registrable
Securities beneficially owned by such Selling Securityholder and listed in Item (3) above. This Agreement shall be governed in all respects by the laws of the State of New York.





        IN
WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent. 



	Dated:	 	 	 	 	 	 
	

 	
 	

 
 Selling Securityholder

(Print/type full legal name of beneficial owner of Registrable Securities)
	

 	
 	

By:	
 	

 

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 




A-6





 

        PLEASE
RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT: 






HM
Publishing Corp.

222 Berkeley Street

Boston, Massachusetts 02116

Attention: Office of General Counsel 






A-7














   
Exhibit B 


NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT 


Wells
Fargo Bank Minnesota, N.A.

HM Publishing Corp.

c/o Joseph O'Donnell

213 Court St., Suite 703

Middletown, Connecticut 06457 


Attention:
Trust Officer 



	Re:
	HM
Publishing Corp. (the "Company")

111/2% Senior Discount Notes due 2013 




Dear
Sirs: 


        Please
be advised that                        has transferred
$                        aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement
on
Form [    ] (File No.333-            ) filed by the Company. 


        We
hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes
is named as a "Selling Holder" in the Prospectus dated [date] or in supplements thereto, and that the aggregate principal amount of the Notes transferred are the Notes listed
in such Prospectus opposite such owner's name. 



	Dated:	 	 	 
	

 	
 	

Very truly yours,
	

 	
 	

    
 (Name)
	

 	
 	

 	

 
	 	 	By:	    
 (Authorized Signature)




B-1






CERTIFICATE OF INCORPORATION 


OF



HM
PUBLISHING CORP. 


        1.     The
name of this Corporation is HM Publishing Corp. 


        2.     The
registered office of this Corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400, County of New Castle, Wilmington, Delaware
19808. The name of its registered agent at such address is Corporation Service Company. 


        3.     The
purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of
Delaware (the "DGCL"). 


        4.     Capital Stock. 



        4.1.    The
total number of shares of stock that the Corporation shall have authority to issue is 1,000 shares of Common Stock, par value $0.001 per share. Each share of Common
Stock shall be entitled to one vote. 


        4.2.    Except
as otherwise provided in the provisions establishing a class of stock, the number of authorized shares of any class or series of stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the Corporation entitled to vote irrespective of the
provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware. 




        5.     The
election of directors need not be by ballot unless the By-laws shall so require. 


        6.     In
furtherance and not in limitation of the power conferred upon the Board of Directors by law, the Board of Directors shall have power to make, adopt, alter, amend and
repeal from time to time By-laws of this Corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal By-laws made by the Board of Directors. 



        7.     A
director of this Corporation shall not be liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the
extent that exculpation from liability is not permitted under the DGCL as in effect at the time such liability is determined. No amendment or repeal of this paragraph 7 shall apply to or have any
effect on the liability or alleged liability of any director of this Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. 


        8.     To
the maximum extent permitted from time to time under the law of the State of Delaware, this Corporation renounces any interest or expectancy of the Corporation in, or
in being offered an opportunity to participate in, business opportunities that are from time to time presented to its officers, directors or stockholders, other than those officers, directors or
stockholders who are employees of this Corporation. No amendment or repeal of this paragraph 8 shall apply to or have any effect on the liability or alleged liability of any officer, director or
stockholder of the Corporation for or with respect to any opportunities of which such officer, director or stockholder becomes aware prior to such amendment or repeal. 


        9.     This
Corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request shall advance expenses to any
person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigate, by
reason of the fact that such person is or was or has agreed to be a director or officer of this Corporation or while a director or officer is or was serving at the request of this Corporation as a
director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including, without limitation, service with respect to employee
benefit plans, against expenses (including, without limitation, attorney's fees and charges), judgments, fines, penalties and amounts paid in settlement 





 



incurred
in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided,  however, that the foregoing
shall not require this Corporation to indemnify or advance expenses to any person in connection with any action, suit,
proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any By-law, agreement, vote of
directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 9 shall be deemed
to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 9 shall not
adversely affect any right or protection of a director or officer of this Corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification. 


        10.   The
books of this Corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the Board of Directors or in the
By-laws of this Corporation. 


        11.   If
at any time this Corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so
registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent. 


        12.   This
Corporation shall not be governed by Section 203 of the DGCL. 


        THE
UNDERSIGNED, the sole incorporator named above, hereby certifies that the facts stated above are true as of this 12th day of September, 2003. 



	 	 	/s/  DIMITRIS P. SPILIAKOS      
 Dimitris P. Spiliakos

Incorporator




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Exhibit 4.13