Exhibit 4.1


 


SOURCE INTERLINK COMPANIES INC.


 


$465,000,000 

11.25% Senior Notes due 2015


 


REGISTRATION RIGHTS AGREEMENT


 


June 23, 2008


 


Citigroup Global Markets Inc.

J.P. Morgan Securities Inc. 

As Representatives of the Initial Purchasers (the “Representatives”)

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013


 


Ladies and Gentlemen:


 


This Registration Rights Agreement (this “Agreement”)
is dated as of June 23, 2008, among Source Interlink Companies, Inc.,
a corporation organized under the laws of Delaware (the “Company”),
Citicorp North America, Inc. (“CNAI”), J.P. Morgan Chase Bank N.A.
(“JPMCB” and together with CNAI, the “Selling Noteholders”),
Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. (together with
Citigroup Global Markets Inc., the “Initial Purchasers”).  This Agreement is entered into in connection
with the Purchase Agreement, dated as of June 20, 2008, among the Company,
each of the Company’s domestic subsidiaries (the “Guarantors” and
together with the Company, the “Issuers”) that guarantee the Company’s
senior credit facilities, dated as of August 1, 2007 (the “Senior
Credit Facilities”), the Selling Noteholders and the Initial Purchasers
(the “Purchase Agreement”) which provides for, among other things, the
sale by the Selling Noteholders to the Initial Purchasers of $465,000,000
aggregate principal amount of 11.25% Senior Notes due 2015 (the “Notes”),
unconditionally guaranteed on a senior unsecured basis by the Guarantors (the “Guarantees”)
(the “Initial Placement”). The Notes, together with the Guarantees, are
referred to herein as the “Securities.” To induce the Initial Purchasers
to enter into the Purchase Agreement and to satisfy a condition to your obligations
thereunder, the Company and each of the Guarantors agree with you for your
benefit and the benefit of the holders from time to time of the Securities
(including the Initial Purchasers) (each a “Holder” and, collectively,
the “Holders”), as follows:


 


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


 


 “Affiliate”
shall have the meaning specified in Rule 405 under the Securities Act and
the terms “controlling” and “controlled” shall have meanings correlative
thereto.


 


“broker-dealer” shall mean any broker
or dealer registered as such under the Exchange Act.


 

















 


“Business Day” shall mean any day
other than a Saturday, a Sunday or a legal holiday or a day on which banking
institutions or trust companies are authorized or obligated by law to close in
New York City.


 


“Closing Date” shall mean the date of
the first issuance of the Securities.


 


“Commission” shall mean the Securities
and Exchange Commission.


 


“Deferral Period” shall have the
meaning indicated in Section 4(k)(ii) hereof.


 


“Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder.


 


“Exchange Offer Registration Period”
shall mean the period of one year following the consummation of the Registered
Exchange Offer, exclusive of any period during which any stop order shall be in
effect suspending the effectiveness of the Exchange Offer Registration Statement.


 


“Exchange Offer Registration Statement”
shall mean a registration statement of the Issuers on an appropriate form under
the Securities Act with respect to the Registered Exchange Offer, all
amendments and supplements to such registration statement, including
post-effective amendments thereto, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.


 


“Exchanging Dealer” shall mean any
Holder (which may include any Initial Purchaser) that is a broker-dealer and
elects to exchange for New Securities any Securities that it acquired for its
own account as a result of market-making activities or other trading activities
(but not directly from the Company or any Affiliate of the Company) for New
Securities.


 


“Final Memorandum” shall mean the
offering memorandum, dated June 23, 2008, relating to the Securities,
including any and all exhibits thereto and any information incorporated by reference
therein as of such date.


 


“FINRA Rules” shall mean the Conduct Rules and
the By-laws of the Financial Industry Regulatory Authority, Inc.


 


“Freely Tradable” means, with respect
to a Security, a Security that at any time of determination (i) may be
sold to the public in accordance with Rule 144 under the Securities Act (“Rule 144”)
or any other similar provision then in force, by a person that is not an “affiliate”
(as defined in Rule 144) of the Issuers without restrictions in compliance
with Rule 144 (other than the holding period requirement in paragraph (d) of
Rule 144, so long as such holding period requirement is satisfied at such
time of determination) and (ii) does not bear any restrictive legends
relating to the Securities Act.


 


“Guarantees” shall have the meaning
set forth in the preamble hereto.


 


“Guarantors” shall have the meaning
set forth in the preamble hereto.


 

















 


“Holder” shall have the meaning set
forth in the preamble hereto.


 


“Indenture” shall mean the Indenture
relating to the Securities, dated as of June 23, 2008, between the Issuers
and HSBC Bank USA, National Association, as trustee, as the same may be amended
from time to time in accordance with the terms thereof.


 


“Initial Placement” shall have the
meaning set forth in the preamble hereto.


 


“Initial Purchasers” shall have the
meaning set forth in the preamble hereto.


 


“Issuers” shall have the meaning set
forth in the preamble hereto.


 


“Losses” shall have the meaning set
forth in Section 6(d) hereof.


 


“Majority Holders” shall mean, on any
date, Holders of a majority of the aggregate principal amount of Notes
registered under a Registration Statement.


 


“Managing Underwriters” shall mean the
investment banker or investment bankers and manager or managers that administer
an underwritten offering, if any, under a Registration Statement.


 


 “New
Securities” shall mean debt securities of the Company and Guarantees by the
Guarantors, in each case, identical in all material respects to the Securities
(except that the transfer restrictions shall be modified or eliminated, as
appropriate), to be issued under the Indenture in connection with sales or exchanges
effected pursuant to this Agreement.


 


 “Notes”
shall have the meaning set forth in the preamble hereto.


 


“Outside Date” shall mean the 366th
day after the Closing Date.


 


“Prospectus” shall mean the prospectus
included in any Registration Statement (including, without limitation, a
prospectus that discloses information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
under the Securities Act), as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the
Securities or the New Securities covered by such Registration Statement, and all
amendments and supplements thereto, including any and all exhibits thereto and
any information incorporated by reference therein.


 


“Purchase Agreement” shall have the
meaning set forth in the preamble hereto.


 


“Registered Exchange Offer” shall mean
the proposed offer of the Issuers to issue and deliver to the Holders of the
Securities that are not prohibited by any law or policy of the Commission from
participating in such offer, in exchange for the Securities, a like aggregate
principal amount of the New Securities.


 


“Registrable Securities” shall mean
the Securities; provided that, the Securities shall cease to be Registrable
Securities on the earliest to occur of (i) the date on which a Registration
Statement with respect to the Securities has become effective under the
Securities Act and 


 

















 


the Securities
have been exchanged or disposed of pursuant to such Registration Statement, (ii) the
date on which the Securities cease to be outstanding or (iii) the date on
which the Securities are Freely Tradable.


 


“Registration Default” shall have the
meaning set forth in Section 8 hereof.


 


“Registration Statement” shall mean
any Exchange Offer Registration Statement or Shelf Registration Statement that
covers any of the Securities or the New Securities pursuant to the provisions
of this Agreement, any amendments and supplements to such registration
statement, including post-effective amendments (in each case including the
Prospectus contained therein), all exhibits thereto and all material
incorporated by reference therein.


 


“Representatives” shall have the
meaning set forth in the addressee block hereto.


 


“Securities” shall have the meaning
set forth in the preamble hereto.


 


“Securities Act” shall mean the
Securities Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder.


 


 “Shelf
Registration” shall mean a registration effected pursuant to Section 3
hereof.


 


“Shelf Registration Period” shall have
the meaning set forth in Section 3(b) hereof.


 


“Shelf Registration Statement” shall
mean a “shelf” registration statement of the Issuers pursuant to the provisions
of Section 3 hereof which covers some or all of the Securities or New
Securities, as applicable, on an appropriate form under Rule 415 under the
Securities Act, or any similar rule that may be adopted by the Commission,
amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.


 


“Trustee” shall mean the trustee with
respect to the Securities under the Indenture.


 


“Trust Indenture Act” shall mean the
Trust Indenture Act of 1939, as amended, and the rules and regulations of
the Commission promulgated thereunder.


 


“Underwriter” shall mean any
underwriter of Securities in connection with an offering thereof under a Shelf
Registration Statement.


 


2.                                       Registered
Exchange Offer.  (a)  If, on the
Outside Date, the Securities are not Freely Tradable, the Issuers shall prepare
and, not later than 30 days following the Outside Date, shall file with the
Commission the Exchange Offer Registration Statement with respect to the
Registered Exchange Offer.  If the
Exchange Offer Registration is filed with the Commission pursuant to the
foregoing sentence, the Issuers shall use their best efforts to cause the
Exchange Offer Registration Statement to become effective as soon as
practicable following the filing thereof. 
If the Securities are Freely Tradable as of Outside Date, then the
Issuers shall not be


 

















 


required to prepare, file or
cause to be declared effective the Exchange Offer Registration Statement and
shall not be liable to the Initial Purchasers, the Holders or any other Person
for any failure to do so.


 


(b)                                 If
an Exchange Offer Registration Statement is filed and declared effective
pursuant to Section 2(a) above, upon the effectiveness of the
Exchange Offer Registration Statement, the Issuers shall promptly commence the
Registered Exchange Offer, it being the objective of such Registered Exchange
Offer to enable each Holder electing to exchange Securities for New Securities
(provided that such Holder is not an Affiliate of any Issuer, acquires the New
Securities in the ordinary course of such Holder’s business, has no
arrangements with any person to participate in the distribution of the New
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such New Securities
from and after their receipt without any limitations or restrictions under the
Securities Act and without material restrictions under the securities laws of a
substantial proportion of the several states of the United States.


 


(c)                                  In
connection with the Registered Exchange Offer, if an Exchange Offer
Registration Statement is required to be filed and declared effective pursuant
to Section 2(a) above, the Issuers shall:


 


(i)                                     cause to be
delivered to each Holder a copy of the Prospectus forming part of the Exchange
Offer Registration Statement, together with an appropriate letter of transmittal
and related documents;


 


(ii)                                  keep the Registered
Exchange Offer open for not less than 20 Business Days (or longer if required
by applicable law) after the date notice thereof is mailed to the Holders;


 


(iii)                               use its best efforts to
keep the Exchange Offer Registration Statement continuously effective under the
Securities Act, supplemented and amended as required, under the Securities Act
to ensure that it is available for sales of New Securities by Exchanging
Dealers during the Exchange Offer Registration Period;


 


(iv)                              utilize the services of a
depositary for the Registered Exchange Offer with an address in the Borough of
Manhattan in New York City, which may be the Trustee or an Affiliate of the
Trustee;


 


(v)                                 permit Holders to
withdraw tendered Securities at any time prior to the close of business, New
York time, on the last Business Day on which the Registered Exchange Offer is
open;


 


(vi)                              prior to effectiveness of
the Exchange Offer Registration Statement, provide a supplemental letter to the
Commission (A) stating that the Issuers are conducting the Registered
Exchange Offer in reliance on the position of the Commission in Exxon
Capital Holdings Corporation (pub. avail. May 13, 1988), Morgan Stanley
and Co., Inc. (pub. avail. June 5, 1991); and (B) including
a representation that the Issuers have not entered into any arrangement or
understanding with any person to distribute the New Securities to be received
in the Registered Exchange Offer and that, to the best of the Issuers’ 


 

















 


information and belief, each Holder participating in the Registered
Exchange Offer is acquiring the New Securities in the ordinary course of
business and has no arrangement or understanding with any person to participate
in the distribution of the New Securities; and


 


(vii)                           comply in all respects with
all applicable laws.


 


(d)                                 As
soon as practicable after the close of the Registered Exchange Offer, the
Issuers shall:


 


(i)                                     accept for
exchange all Securities tendered and not validly withdrawn pursuant to the
Registered Exchange Offer;


 


(ii)                                  deliver to the
Trustee for cancellation in accordance with Section 4(s) all
Securities so accepted for exchange; and


 


(iii)                               cause the Trustee
promptly to authenticate and deliver to each participating Holder of Securities
a principal amount of New Securities equal to the principal amount of the
Securities of such Holder so accepted for exchange.


 


(e)                                  Each
Holder hereby acknowledges and agrees that any broker-dealer and any such
Holder using the Registered Exchange Offer to participate in a distribution of
the New Securities (x) could not under Commission policy as in effect on
the date of this Agreement rely on the position of the Commission in Exxon
Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan
Stanley and Co., Inc. (pub. avail. June 5, 1991), as interpreted
in the Commission’s letter to Shearman & Sterling dated July 2,
1993 and similar no-action letters; and (y) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction, which must be covered by an
effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K under
the Securities Act if the resales are of New Securities obtained by such Holder
in exchange for Securities acquired by such Holder directly from the Issuers or
their Affiliates.  Accordingly, each
Holder participating in the Registered Exchange Offer shall be required to
represent to the Issuers that, at the time of the consummation of the Registered
Exchange Offer:


 


(i)                                     any New Securities
to be received by such Holder will be acquired in the ordinary course of
business;


 


(ii)                                  such Holder will have
no arrangement or understanding with any person to participate in the
distribution of the Securities or the New Securities within the meaning of the
Securities Act; and


 


(iii)                               such Holder is not an
Affiliate of any of the Issuers.


 


(f)                                    If
any Initial Purchaser determines that it is not eligible to participate in the
Registered Exchange Offer with respect to the exchange of Securities
constituting any portion of an unsold allotment, at the request of such Initial
Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the
person purchasing New Securities registered under a Shelf 


 

















 


Registration Statement as
contemplated by Section 3 hereof from such Initial Purchaser, in exchange
for such Securities, a like principal amount of New Securities.  The Issuers shall use their best efforts to
cause the CUSIP Service Bureau to issue the same CUSIP number for such New
Securities as for New Securities issued pursuant to the Registered Exchange
Offer.


 


3.                                       Shelf
Registration.  (a)  If any of
the Securities are not Freely Tradable by the 366th calendar day after the
Closing Date and either (i) due to any change in law or applicable
interpretations thereof by the Commission’s staff, the Issuers determine upon advice
of their outside counsel that they are not permitted to effect the Registered
Exchange Offer as contemplated by Section 2 hereof by the 120th day
following the Outside Date; (ii) for any other reason the Registered
Exchange Offer is not consummated within 120 days of the Outside Date; (iii) if
any Holder of the Notes that is an Affiliates of any of the Issuers or an
Initial Purchaser so request on or prior to the 120th day following the Outside
Date, or (iv) in the case of any Holder that participates in the
Registered Exchange Offer, such Holder does not receive New Securities on the
date of the exchange that may be sold without restriction under state or
federal securities laws (other than due solely to the status of such Holder as
an Affiliate of an Issuer or an Initial Purchaser), then, in each case the
Issuers will (x) promptly deliver to the Holders through the Trustee
written notice thereof and (y) at the Issuers’ sole expense, effect a
Shelf Registration Statement in accordance with subsection (b) below.


 


(b)                                 If
a Shelf Registration Statement is required to be filed and declared effective
pursuant to this Section 3, (i)  the Issuers shall as promptly
as practicable (but in no event more than 30 days after so required or
requested pursuant to this Section 3), file with the Commission and shall
use their best efforts to cause to be declared effective under the Securities
Act within 90 days after so required or requested, a Shelf Registration
Statement relating to the offer and sale of the Securities or the New
Securities, as applicable, (which may be an “automatic shelf registration
statement” as defined in Rule 405 of the Securities Act (an “Automatic
Shelf Registration Statement”), if the filing satisfies all relevant requirements
for qualification as an Automatic Shelf Registration Statement) by the Holders
thereof from time to time in accordance with the methods of distribution
elected by such Holders and set forth in such Shelf Registration Statement;
provided, however, that no Holder (other than an Initial Purchaser) shall be entitled
to have the Securities or New Securities, as applicable, held by it covered by
such Shelf Registration Statement unless such Holder agrees in writing to be
bound by all of the provisions of this Agreement applicable to such Holder; and
provided further, that with respect to New Securities received by an Initial
Purchaser in exchange for Securities constituting any portion of an unsold
allotment, the Issuers may, if permitted by current interpretations by the
Commission’s staff, file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Item 507 or 508
of Regulation S-K, as applicable, in satisfaction of their obligations under
this subsection with respect thereto, and any such Exchange Offer Registration
Statement, as so amended, shall be referred to herein as, and governed by the
provisions herein applicable to, a Shelf Registration Statement.


 


(ii)                                  The
Issuers shall use their best efforts to keep the Shelf Registration Statement
continuously effective, supplemented and amended as required by the Securities
Act, in order to permit the Prospectus forming part thereof to be usable by
Holders for a period from the date the Shelf Registration Statement is declared
effective by the Commission until the earliest of (A) the second
anniversary of the Closing Date; (B) the date upon which all of the
Securities or 


 

















 


New Securities, as applicable, covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement; or (C) the
date upon which all of the Securities or New Securities, as applicable, covered
by such Shelf Registration Statement become Freely Tradable (the “Shelf Registration
Period”).  The Issuers shall be
deemed not to have used their best efforts to keep the Shelf Registration
Statement effective during the Shelf Registration Period if they voluntarily
take any action that would result in Holders of Securities covered thereby not
being able to offer and sell such Securities at any time during the Shelf Registration
Period, unless such action is (x) required by applicable law or otherwise
undertaken by the Issuers in good faith and for valid business reasons (not
including avoidance of the Issuers’ obligations hereunder), including the
acquisition or divestiture of assets, and (y) permitted pursuant to Section 4(k)(ii) hereof.


 


(iii)                               The
Issuers shall cause the Shelf Registration Statement and the related Prospectus
and any amendment or supplement thereto, as of the effective date of the Shelf
Registration Statement or such amendment or supplement, (A) to comply in
all material respects with the applicable requirements of the Securities Act;
and (B) not to contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein (in the case of the Prospectus, in the light of the
circumstances under which they were made) not misleading.


 


4.                                       Additional
Registration Procedures.  In
connection with any Shelf Registration Statement and, to the extent applicable,
any Exchange Offer Registration Statement, the following provisions shall
apply.


 


(a)                                  The
Issuers shall:


 


(i)                                     furnish
to each of the Representatives, counsel for the Initial Purchasers and counsel
for the Holders, not less than five Business Days prior to the filing thereof
with the Commission, a copy of any Exchange Offer Registration Statement and
any Shelf Registration Statement, and each amendment thereof and each amendment
or supplement, if any, to the Prospectus included therein (including all
documents incorporated by reference therein after the initial filing) and shall
consult in good faith with the Initial Purchasers with respect to such comments
to such documents as the Representatives and their counsel reasonably propose;


 


(ii)                                  include
the information set forth in Annex A hereto on the facing page of the
Exchange Offer Registration Statement, in Annex B hereto in the forepart of the
Exchange Offer Registration Statement in a section setting forth details of the
Registered Exchange Offer, in Annex C hereto in the underwriting or plan of
distribution section of the Prospectus contained in the Exchange Offer
Registration Statement, and in Annex D hereto in the letter of transmittal delivered
pursuant to the Registered Exchange Offer;


 


(iii)                               if
requested by an Initial Purchaser, include the information required by Item 507
or 508 of Regulation S-K, as applicable, in the Prospectus contained in the Exchange
Offer Registration Statement; and


 

















 


(iv)                              in
the case of a Shelf Registration Statement, include the names of the Holders
that propose to sell Securities pursuant to the Shelf Registration Statement as
selling security holders.


 


(b)                                 The
Issuers shall ensure that:


 


(i)                                     any
Registration Statement and any amendment thereto and any Prospectus forming
part thereof and any amendment or supplement thereto complies in all material
respects with the Securities Act; and


 


(ii)                                  any
Registration Statement and any amendment thereto does not, when it becomes
effective, contain any 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.


 


(c)                                  The
Issuers shall advise the Representatives, the Holders of Securities covered by
any Shelf Registration Statement and any Exchanging Dealer under any Exchange
Offer Registration Statement that has provided in writing to the Issuers a telephone
or facsimile number and address for notices, and, if requested by any Representative
or any such Holder or Exchanging Dealer, shall confirm such advice in writing
(which notice pursuant to clauses (ii) through (v) hereof shall be
accompanied by an instruction to suspend the use of the Prospectus until the
Issuers shall have remedied the basis for such suspension):


 


(i)                                     when
a Registration Statement and any amendment thereto has been filed with the
Commission and when the Registration Statement or any post-effective amendment
thereto has become effective;


 


(ii)                                  of
any request by the Commission for any amendment or supplement to the
Registration Statement or the Prospectus or for additional information;


 


(iii)                               of
the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or the institution or threatening of any
proceeding for that purpose;


 


(iv)                              of
the receipt by the Issuers of any notification with respect to the suspension
of the qualification of the securities included therein for sale in any jurisdiction
or the institution or threatening of any proceeding for such purpose; and


 


(v)                                 of
the happening of any event that requires any change in the Registration
Statement or the Prospectus so that, as of such date, they (A) do not contain
any untrue statement of a material fact and (B) do not omit to state a
material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in the light of the circumstances under
which they were made) not misleading.


 
















 


(d)                                 The
Issuers shall use their best efforts to prevent the issuance of any order
suspending the effectiveness of any Registration Statement or the qualification
of the securities therein for sale in any jurisdiction and, if issued, to
obtain as soon as possible the withdrawal thereof.


 


(e)                                  The
Issuers shall furnish to each Holder of Securities covered by any Shelf
Registration Statement, without charge, at least one copy of such Shelf
Registration Statement and any post-effective amendment thereto, and, if the
Holder so requests in writing, all material incorporated by reference therein
and all exhibits thereto (including exhibits incorporated by reference
therein).


 


(f)                                    The
Issuers shall, during the Shelf Registration Period, deliver to each Holder of
Securities covered by any Shelf Registration Statement, without charge, as many
copies of the Prospectus (including the Preliminary Prospectus) included in
such Shelf Registration Statement and any amendment or supplement thereto as
such Holder may reasonably request.  The
Issuers consent to the use of the Prospectus or any amendment or supplement
thereto by each of the selling Holders of Securities in connection with the
offering and sale of the Securities covered by the Prospectus, or any amendment
or supplement thereto, included in the Shelf Registration Statement.


 


(g)                                 The
Issuers shall furnish to each Exchanging Dealer which so requests, without
charge, at least one (1) copy of the Exchange Offer Registration Statement
and any post-effective amendment thereto, including all material incorporated
by reference therein, and, if the Exchanging Dealer so requests in writing, all
exhibits thereto (including exhibits incorporated by reference therein).


 


(h)                                 The
Issuers shall promptly deliver to each Initial Purchaser, each Exchanging
Dealer and each other person required to deliver a Prospectus during the Exchange
Offer Registration Period, without charge, as many copies of the Prospectus included
in such Exchange Offer Registration Statement and any amendment or supplement
thereto as any such person may reasonably request.  The Issuers consent to the use of the
Prospectus or any amendment or supplement thereto by any Initial Purchaser, any
Exchanging Dealer and any such other person that may be required to deliver a
Prospectus following the Registered Exchange Offer in connection with the
offering and sale of the New Securities covered by the Prospectus, or any
amendment or supplement thereto, included in the Exchange Offer Registration
Statement.


 


(i)                                     Prior
to the Registered Exchange Offer or any other offering of Securities pursuant
to any Registration Statement, the Issuers shall arrange, if necessary, for the
qualification of the Securities or the New Securities for sale under the laws
of such jurisdictions as any Holder shall reasonably request and shall maintain
such qualification in effect so long as required; provided that in no event
shall the Issuers be obligated to qualify to do business in any jurisdiction
where they are not then so qualified or to take any action that would subject
them to service of process in suits, other than those arising out of the
Initial Placement, the Registered Exchange Offer or any offering pursuant to a
Shelf Registration Statement, in any such jurisdiction where they are not then
so subject.


 

















 


(j)                                     The
Issuers shall cooperate with the Holders of Securities to facilitate the timely
preparation and delivery of certificates representing New Securities or
Securities to be issued or sold pursuant to any Registration Statement free of
any restrictive legends and in such denominations and registered in such names
as Holders may request.


 


(k)                                  (i)                                     Upon
the occurrence of any event contemplated by subsections (c)(ii) through
(v) above, the Issuers shall promptly (or within the time period provided
for by clause (ii) hereof, if applicable) prepare a post-effective
amendment to the applicable Registration Statement or an amendment or
supplement to the related Prospectus or file any other required document so
that, as thereafter delivered to Initial Purchasers of the Securities included
therein, the Prospectus will not include any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading. 
In such circumstances, the period of effectiveness of the Exchange Offer
Registration Statement provided for in Section 2 hereof shall be extended
by the number of days from and including the date of the giving of a notice of
suspension pursuant to Section 4(c) hereof to and including the date
when the Initial Purchasers, the Holders of the Securities and any known
Exchanging Dealer shall have received such amended or supplemented Prospectus
pursuant to this Section.


 


(ii)                                  Upon
the occurrence or existence of any pending corporate development or any other
material event that, in the reasonable judgment of the Issuers, makes it appropriate
to suspend the availability of a Shelf Registration Statement and the related
Prospectus, the Issuers shall give notice (without notice of the nature or
details of such events) to the Holders of the Registrable Securities or New
Securities, as applicable, of the Class covered by such Shelf Registration
Statement that the availability of the Shelf Registration is suspended and,
upon actual receipt of any such notice, each Holder agrees not to sell any
Registrable Securities or New Securities, as applicable, pursuant to the Shelf
Registration until such Holder’s receipt of copies of the supplemented or
amended Prospectus provided for in Section 3(i) hereof, or until it
is advised in writing by the Issuers that the Prospectus may be used, and has
received copies of any additional or supplemental filings that are incorporated
or deemed incorporated by reference in such Prospectus.  The period during which the availability of
the Shelf Registration and any Prospectus is suspended (the “Deferral Period”)
shall not exceed 45 days in any three-month period or 90 days in any twelve-month
period.


 


(l)                                     Not
later than the effective date of any Registration Statement, the Issuers shall
provide a CUSIP number for the Securities or the New Securities, as the case
may be, registered under such Registration Statement and provide the Trustee
with printed certificates for such Securities or New Securities, in a form
eligible for deposit with The Depository Trust Company.


 


(m)                               The
Issuers shall comply with all applicable rules and regulations of the
Commission and shall make generally available to their security holders an
earnings statement satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder as soon as practicable after the
effective date of the applicable Registration Statement and in any event no
later than 45 days after the end of a 12-month period (or 


 

















 


90 days, if such period is a fiscal year) beginning with the first
month of the Company’s first fiscal quarter commencing after the effective date
of the applicable Registration Statement.


 


(n)                                 The
Issuers shall cause the Indenture to be qualified under the Trust Indenture Act
in a timely manner.


 


(o)                                 The
Issuers may require each Holder of Securities to be sold pursuant to any Shelf
Registration Statement to furnish to the Issuers such information regarding the
Holder and the distribution of such Securities as the Issuers may from time to
time reasonably require for inclusion in such Registration Statement.  The Issuers may exclude from such Shelf
Registration Statement the Securities of any Holder that unreasonably fails to
furnish such information within a reasonable time after receiving such request.


 


(p)                                 In
the case of any Shelf Registration Statement, the Issuers shall enter into
customary agreements (including, if requested, an underwriting agreement in
customary form) and take all other appropriate actions in order to expedite or
facilitate the registration or the disposition of the Securities, and in
connection therewith, if an underwriting agreement is entered into, cause the
same to contain indemnification provisions and procedures no less favorable
than those set forth in Section 6 hereof.


 


(q)                                 In
the case of any Shelf Registration Statement, the Issuers shall:


 


(i)                                     make
reasonably available for inspection by the Holders of Securities to be registered
thereunder, any Underwriter participating in any disposition pursuant to such
Registration Statement, and any attorney, accountant or other agent retained by
the Holders or any such Underwriter all relevant financial and other records
and pertinent corporate documents of the Issuers and their subsidiaries;


 


(ii)                                  cause
the Issuers’ officers, directors, employees, accountants and auditors to supply
all relevant information reasonably requested by the Holders or any such
Underwriter, attorney, accountant or agent in connection with any such
Registration Statement as is customary for similar due diligence examinations;


 


(iii)                               make
such representations and warranties to the Holders of Securities registered
thereunder and the Underwriters, if any, in form, substance and scope as are
customarily made by issuers to underwriters in primary underwritten offerings
and covering matters including, but not limited to, those set forth in the
Purchase Agreement;


 


(iv)                              obtain
opinions of counsel to the Issuers and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably satisfactory to the
Managing Underwriters, if any) addressed to each selling Holder and the
Underwriters, if any, covering such matters as are customarily covered in
opinions requested in underwritten offerings and such other matters as may be
reasonably requested by such Holders and Underwriters;


 

















 


(v)                                 obtain
“comfort” letters and updates thereof from the independent certified public
accountants of the Issuers (and, if necessary, any other independent certified
public accountants of any subsidiary of the Issuers or of any business acquired
by the Issuers for which financial statements and financial data are, or are
required to be, included in the Registration Statement), addressed to each selling
Holder of Securities registered thereunder and the Underwriters, if any, in customary
form and covering matters of the type customarily covered in “comfort” letters
in connection with primary underwritten offerings; and


 


(vi)                              deliver
such documents and certificates as may be reasonably requested by the Majority
Holders or the Managing Underwriters, if any, including those to evidence
compliance with Section 4(k) and with any customary conditions
contained in the underwriting agreement or other agreement entered into by the
Issuers.


 


The actions set forth in clauses (iii), (iv), (v) and (vi) of
this paragraph (q) shall be performed at (A) the effectiveness of
such Registration Statement and each post-effective amendment thereto; and (B) each
closing under any underwriting or similar agreement as and to the extent
required thereunder.


 


(r)                                    In
the case of any Exchange Offer Registration Statement, the Issuers shall, if
requested by an Initial Purchaser, or by a broker-dealer that holds Securities
that were acquired as a result of market making or other trading activities:


 


(i)                                     make
reasonably available for inspection by the requesting party, and any attorney,
accountant or other agent retained by the requesting party, all relevant financial
and other records, pertinent corporate documents and properties of the Issuers
and their subsidiaries;


 


(ii)                                  cause
each of the Issuers’ officers, directors, employees, accountants and auditors
to supply all relevant information reasonably requested by the requesting party
or any such attorney, accountant or agent in connection with any such
Registration Statement as is customary for similar due diligence examinations;


 


(iii)                               make
such representations and warranties to the requesting party, in form, substance
and scope as are customarily made by issuers to underwriters in primary
underwritten offerings and covering matters including, but not limited to,
those set forth in the Purchase Agreement;


 


(iv)                              obtain
opinions of counsel to the Issuers and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably satisfactory to the
requesting party and its counsel), addressed to the requesting party, covering
such matters as are customarily covered in opinions requested in underwritten
offerings and such other matters as may be reasonably requested by the
requesting party or its counsel;


 

















 


(v)                                 obtain
“comfort” letters and updates thereof from the independent certified public
accountants of the Issuers (and, if necessary, any other independent certified
public accountants of any subsidiary of the Issuers or of any business acquired
by the Issuers for which financial statements and financial data are, or are
required to be, included in the Registration Statement), addressed to the requesting
party, in customary form and covering matters of the type customarily covered
in “comfort” letters in connection with primary underwritten offerings, or if
requested by the requesting party or its counsel in lieu of a “comfort” letter,
an agreed-upon procedures letter under Statement on Auditing Standards No. 35,
covering matters requested by the requesting party or its counsel; and


 


(vi)                              deliver
such documents and certificates as may be reasonably requested by the
requesting party or its counsel, including those to evidence compliance with Section 4(k) and
with conditions customarily contained in underwriting agreements.


 


The foregoing actions set forth
in clauses (iii), (iv), (v), and (vi) of this Section shall be performed
at the close of the Registered Exchange Offer and the effective date of any
post-effective amendment to the Exchange Offer Registration Statement.


 


(s)                                  If
a Registered Exchange Offer is to be consummated, upon delivery of the
Securities by Holders to the Issuers (or to such other person as directed by
the Issuers) in exchange for the New Securities, the Issuers shall mark, or
cause to be marked, on the Securities so exchanged that such Securities are
being cancelled in exchange for the New Securities.  In no event shall the Securities be marked as
paid or otherwise satisfied.


 


(t)                                    The
Issuers shall use their best efforts if the Securities have been rated prior to
the initial sale of such Securities, to confirm such ratings will apply to the
Securities or the New Securities, as the case may be, covered by a Registration
Statement.


 


(u)                                 In
the event that any broker-dealer shall underwrite any Securities or participate
as a member of an underwriting syndicate or selling group or “assist in the
distribution” (within the meaning of the FINRA Rules) thereof, whether as a
Holder of such Securities or as an underwriter, a placement or sales agent or a
broker or dealer in respect thereof, or otherwise, the Issuers shall assist
such broker-dealer in complying with FINRA Rules.


 


(v)                                 The
Issuers shall use their best efforts to take all other steps necessary to
effect the registration of the Securities or the New Securities, as the case
may be, covered by a Registration Statement.


 


5.                                       Registration
Expenses.  The Issuers shall bear all
expenses incurred in connection with the performance of their obligations under
Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration
Statement, will reimburse the Holders for the reasonable fees and disbursements
of one firm or counsel (which shall initially be Cahill Gordon &
Reindel LLP, but which may be
another nationally recognized law firm experienced in securities matters designated
by the Majority Holders) to act as counsel for the Holders in connection
therewith, and, in 


 

















 


the case of any Exchange Offer
Registration Statement, will reimburse the Initial Purchasers for the reasonable
fees and disbursements of counsel acting in connection therewith.


 


6.                                       Indemnification
and Contribution.  (a)  The
Issuers, jointly and severally, agree to indemnify and hold harmless each
Holder of Securities or New Securities, as the case may be, covered by any
Registration Statement, each Initial Purchaser and each Affiliate thereof and,
with respect to any Prospectus delivery as contemplated in Section 4(h) hereof,
each Exchanging Dealer, the directors, officers, employees, Affiliates and
agents of each such Holder, Initial Purchaser or Exchanging Dealer and each
person who controls any such Holder, Initial Purchaser or Exchanging Dealer
within the meaning of either the Securities Act or the Exchange Act against any
and all losses, claims, damages or liabilities, joint or several, to which they
or any of them may become subject under the Securities Act, the Exchange Act or
other federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement as
originally filed or in any amendment thereof, or in any preliminary Prospectus
or the Prospectus, or in any amendment thereof 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 (in the case of any preliminary Prospectus or the Prospectus, in the
light of the circumstances under which they were made) not misleading, and
agree to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by it in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Issuers will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished
to the Issuers by or on behalf of the party claiming indemnification
specifically for inclusion therein.  This
indemnity agreement shall be in addition to any liability the Issuers may otherwise
have.


 


Each Issuer also jointly and severally agrees
to indemnify as provided in this Section 6(a) or contribute as
provided in Section 6(d) hereof to Losses of each Underwriter, if
any, of Securities or New Securities, as the case may be, registered under a
Shelf Registration Statement, their directors, officers, employees, Affiliates
or agents and each person who controls such Underwriter on substantially the
same basis as that of the indemnification of the Initial Purchasers and the
selling Holders provided in this Section 6(a) and shall, if requested
by any Holder, enter into an underwriting agreement reflecting such agreement,
as provided in Section 4(p) hereof.


 


(b)                                 Each
Holder of Securities covered by a Registration Statement (including each
Initial Purchaser that is a Holder, in such capacity) severally and not jointly
agrees to indemnify and hold harmless the Issuers, each of their respective
directors and officers who sign such Registration Statement and each person who
controls the Issuers within the meaning of either the Securities Act or the
Exchange Act, to the same extent as the foregoing indemnity from the Issuers to
each such Holder, but only with reference to written information relating to
such Holder furnished to the Issuers by or on behalf of such Holder
specifically for inclusion in the documents referred to in the foregoing
indemnity.  This indemnity agreement
shall be in addition to any liability any such Holder may otherwise have.


 

















 


(c)                                  Promptly
after receipt by an indemnified party under this Section 6 or notice of
the commencement of any action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party under this
Section, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve
it from liability under paragraph (a) or (b) above unless and to
the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses;
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above.  The indemnifying party shall be entitled to
appoint counsel (including local counsel) of the indemnifying party’s choice at
the indemnifying party’s expense to represent the indemnified party in any
action for which indemnification is sought (in which case the indemnifying
party shall not thereafter be responsible for the fees and expenses of any
separate counsel, other than local counsel if not appointed by the indemnifying
party, retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the
indemnified party, acting reasonably. 
Notwithstanding the indemnifying party’s election to appoint counsel
(including local counsel) to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees,
costs and expenses of such separate counsel if (i) the use of counsel
chosen by the indemnifying party to represent the indemnified party would
present such counsel with a conflict of interest; (ii) the actual or
potential defendants in, or targets of, any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses available to it and/or
other indemnified parties that are different from or additional to those
available to the indemnifying party; (iii) the indemnifying party shall
not have employed counsel satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the institution
of such action; or (iv) the indemnifying party shall authorize the
indemnified party to employ separate counsel at the expense of the indemnifying
party.  An indemnifying party will not,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.


 


(d)                                 In
the event that the indemnity provided in paragraph (a) or (b) of
this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending any loss, claim,
liability, damage or action) (collectively “Losses”) to which such indemnified
party may be subject in such proportion as is appropriate to reflect the
relative benefits received by such indemnifying party, on the one hand, and
such indemnified party, on the other hand, from the Initial Placement and the
Registration Statement which resulted in such Losses; provided, however,
that in no case shall any Initial Purchaser be responsible, in the aggregate,
for any amount in excess of the purchase discount or commission applicable to
such Security, or in the case of a New Security, applicable to the Security
that was exchangeable into such New Security, as set forth in the Final
Memorandum, nor 


 

















 


shall any Underwriter be
responsible for any amount in excess of the underwriting discount or commission
applicable to the securities purchased by such Underwriter under the
Registration Statement which resulted in such Losses.  If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the indemnifying party and
the indemnified party shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations.  Benefits received by the Issuers shall be
deemed to be equal to $465,000,000. 
Benefits received by the Initial Purchasers shall be deemed to be equal
to the total purchase discounts and commissions as set forth on the cover page of
the Final Memorandum, and benefits received by any other Holders shall be
deemed to be equal to the value of receiving Securities or New Securities, as
applicable, registered under the Securities Act.  Benefits received by any Underwriter shall be
deemed to be equal to the total underwriting discounts and commissions, as set
forth on the cover page of the Prospectus forming a part of the
Registration Statement which resulted in such Losses.  Relative fault shall be determined by reference
to, among other things, whether any untrue or any alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information provided by the indemnifying party, on the one hand, or by the
indemnified party, on the other hand, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission.   The
parties agree that it would not be just and equitable if contribution were
determined by pro rata allocation (even if the Holders were treated as one
entity for such purpose) or any other method of allocation which does not take
account of the equitable considerations referred to above.  Notwithstanding the provisions of this
paragraph (d), 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.  For purposes of this
Section, each person who controls a Holder within the meaning of either the
Securities Act or the Exchange Act and each director, officer, employee and
agent of such Holder shall have the same rights to contribution as such Holder,
and each person who controls any of the Issuers within the meaning of either
the Securities Act or the Exchange Act, each officer of the Issuers who shall
have signed the Registration Statement and each director of the Issuers shall
have the same rights to contribution as the Issuers, subject in each case to
the applicable terms and conditions of this paragraph (d).


 


(e)                                  The
provisions of this Section will remain in full force and effect, regardless
of any investigation made by or on behalf of any Holder or the Issuers or any
of the indemnified persons referred to in this Section 6, and will survive
the sale by a Holder of securities covered by a Registration Statement.


 


7.                                       Underwritten
Registrations.  (a)  If any of
the Securities or New Securities, as the case may be, covered by any Shelf
Registration Statement are to be sold in an underwritten offering, the Managing
Underwriters shall be selected by the Majority Holders.


 


(b)                                 No
person may participate in any underwritten offering pursuant to any Shelf
Registration Statement, unless such person (i) agrees to sell such person’s
Securities or New Securities, as the case may be, on the basis reasonably
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.                                       Registration
Defaults.  If any of the Securities
are not Freely Tradable by the Outside Date and either:


 


(a)                                  The
Issuer has not exchanged Exchange Notes for all Notes validly tendered in
accordance with the terms of an Exchange Offer on or prior to 120 days after
the Outside Date; or


 


(b)                                 If
applicable, a Shelf Registration Statement covering resales of the applicable
series of Notes has been declared effective and such Shelf Registration
Statement ceases to be effective at any time during the Shelf Registration Period,


 


(each such event referred to in
(a) and (b), a “Registration Default”), the interest rate on the Securities
will be increased by (i) 0.25% per annum for the first 90-day period
immediately following the occurrence of the first Registration Default and (ii) an
additional 0.25% per annum with respect to each subsequent 90-day period until
such Registration Defaults have been cured or the Securities become Freely
Tradable Securities up to a maximum aggregate increase of 0.5% per annum (such
increased interest, the “Additional Interest”), commencing on (x) 120
days following the Outside Date, in the case of (a) above, or (y) the
day such Shelf Registration Statement ceases to be effective, in the case of (b) above;
provided, however, that upon the exchange
of New Securities for all Securities tendered, in the case of (a) above,
or upon the effectiveness of a Shelf Registration Statement that had ceased to
remain effective, in the case of (b) above, Additional Interest as a
result of such clause shall cease to accrue.


 


9.                                       No
Inconsistent Agreements.  The Issuers
have not entered into, and agree not to enter into, any agreement with respect
to its securities that is inconsistent with the rights granted to the Holders
herein or that otherwise conflicts with the provisions hereof.


 


10.                                 Amendments
and Waivers.  The provisions of this
Agreement may not be amended, qualified, modified or supplemented, and waivers
or consents to departures from the provisions hereof may not be given, unless
the Issuers have obtained the written consent of the Holders of a majority of
the aggregate principal amount of the Registrable Securities outstanding; provided
that, with respect to any matter that directly or indirectly affects the rights
of any Initial Purchaser hereunder, the Issuers shall obtain the written
consent of each such Initial Purchaser against which such amendment,
qualification, supplement, waiver or consent is to be effective; provided,
further, that no amendment, qualification, supplement, waiver or consent
with respect to Section 8 hereof shall be effective as against any Holder
of Registered Securities unless consented to in writing by such Holder; and provided,
further, that the provisions of this Article 10 may not be amended,
qualified, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the Issuers have obtained the
written consent of the Initial Purchasers and each Holder.  Notwithstanding the foregoing (except the
foregoing provisos), a waiver or consent to departure from the provisions
hereof with respect to a matter that relates exclusively to the rights of Holders
whose Securities or New Securities, as the case may be, are being sold pursuant
to a Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by the Majority Holders, determined on 


 

















 


the basis of Securities or New
Securities, as the case may be, being sold rather than registered under such Registration
Statement.


 


11.                                 Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, telex, telecopier or air courier guaranteeing overnight
delivery:


 


(a)                                  if
to a Holder, at the most current address given by such Holder to the Issuers in
accordance with the provisions of this Section 11, which address initially
is, with respect to each Holder, the address of such Holder maintained by the
Registrar under the Indenture;


 


(b)                                 if
to the Representatives, initially at the address or addresses set forth in the
Purchase Agreement; and


 


(c)                                  if
to the Issuers, initially at its address set forth in the Purchase Agreement.


 


All such notices and communications shall be
deemed to have been duly given when received.


 


The Initial Purchasers or the Issuers by
notice to the other parties may designate additional or different addresses for
subsequent notices or communications.


 


12.                                 Remedies.  Each Holder, in addition to being entitled to
exercise all rights provided to it herein, in the Indenture or in the Purchase
Agreement or granted by law, including recovery of liquidated or other damages,
will be entitled to specific performance of its rights under this Agreement.
The Issuers agree that monetary damages would not be adequate compensation for
any loss incurred by reason of a breach by them of the provisions of this Agreement
and hereby agree to waive in any action for specific performance the defense
that a remedy at law would be adequate.


 


13.                                 Successors.  This Agreement shall inure to the benefit of
and be binding upon the parties hereto, their respective successors and
assigns, including, without the need for an express assignment or any consent
by the Issuers thereto, subsequent Holders of Securities and the New Securities,
and the indemnified persons referred to in Section 6 hereof.  The Issuers hereby agree to extend the
benefits of this Agreement to any Holder of Securities and the New Securities,
and any such Holder may specifically enforce the provisions of this Agreement
as if an original party hereto.


 


14.                                 Counterparts.  This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.


 


15.                                 Headings.  The section headings used herein are for
convenience only and shall not affect the construction hereof.


 
















 


16.                                 Applicable
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed in the State of New York.  The parties hereto each hereby waive any
right to trial by jury in any action, proceeding or counterclaim arising out of
or relating to this Agreement.


 


17.                                 Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.


 


18.                                 Securities
Held by the Issuers, etc.  Whenever
the consent or approval of Holders of a specified percentage of principal
amount of Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held by the Company or its Affiliates (other than
subsequent Holders of Securities or New Securities if such subsequent Holders
are deemed to be Affiliates solely by reason of their holdings of such
Securities or New Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.


 

















 


If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance shall represent a
binding agreement between the Company, the Guarantors, the Selling Noteholders
and the Initial Purchasers.


 


Very truly yours,


 


SOURCE INTERLINK COMPANIES, INC.


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 


GUARANTORS:


 


SOURCE INTERLINK INTERNATIONAL, INC.


SOURCE HOME ENTERTAINMENT, INC.


SOURCE-CHESTNUT DISPLAY SYSTEMS, INC.


THE INTERLINK COMPANIES, INC.


MOTOR TREND AUTO SHOWS INC.


ENTHUSIAST MEDIA SUBSCRIPTION COMPANY, INC.


CANOE & KAYAK, INC.


DIRECTTOU, INC.


AEC DIRECT, INC.


INTERNATIONAL PERIODICAL DISTRIBUTORS, INC.


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 


SOURCE INTERLINK MEDIA, LLC


SOURCE MID-ATLANTIC NEWS, LLC


SOURCE INTERLINK DISTRIBUTION, LLC


SOURCE-SCN SERVICES, LLC


 


	
  By:

  	
  Source Interlink Companies, Inc.

  
	
  Their:

  	
  Sole Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


SOURCE INTERLINK MAGAZINES, LLC


 


	
  By:

  	
  Source Interlink Media, LLC

  	
   

  
	
  Its:

  	
  Sole Member

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Source Interlink Companies, Inc.

  	
   

  
	
  Its:

  	
  Sole Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


RDS LOGISTICS, LLC


ALLIANCE ENTERTAINMENT, LLC


SOURCE INTERLINK RETAIL SERVICES, LLC


SOURCE INTERLINK MANUFACTURING, LLC


 


	
  By:

  	
  Source Interlink Distribution, LLC

  	
   

  
	
  Their:

  	
  Sole Member

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Source Interlink Companies, Inc.

  	
   

  
	
  Its:

  	
  Sole Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 

















 


The foregoing Agreement is hereby confirmed and

accepted as of the date first above written:


 


CITIGROUP GLOBAL MARKETS INC., 

as an Initial Purchaser


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMORGAN SECURITIES INC.,

  	
   

  
	
  as an Initial Purchaser

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


The foregoing Agreement is hereby confirmed and

accepted as of the date first above written:


 


CITIGROUP NORTH AMERICA INC.,

as a Selling Noteholder


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMORGAN CHASE BANK, N.A.,

  	
   

  
	
  as a Selling Noteholder

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: