Registration Rights Agreement


    Exhibit
      4.2


    


    CITIZENS
      COMMUNICATIONS COMPANY

     

    $400,000,000
      7.875% Senior Notes due 2027

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    December
      22, 2006

     

    Citigroup
      Global Markets Inc.

    Credit
      Suisse Securities (USA) LLC

    J.P.
      Morgan Securities Inc.

    c/o
      Citigroup Global Markets Inc.

    388
      Greenwich Street

    New
      York,
      New York 10013

     

    Ladies
      and Gentlemen:

     

    Citizens
      Communications Company, a corporation organized under the laws of Delaware
      (the
“Company”), proposes to issue and sell to certain purchasers (the “Initial
      Purchasers”), for whom you (the “Representatives”) are acting as
      representatives, its 7.875% Senior Notes due 2027 (the “Securities”), upon the
      terms set forth in the Purchase Agreement between the Company and the
      Representatives dated December 18, 2006 (the “Purchase Agreement”) relating to
      the initial placement (the “Initial Placement”) of the Securities. To induce the
      Initial Purchasers to enter into the Purchase Agreement and to satisfy a
      condition to your obligations thereunder, the Company agrees 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:

     

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

     

    “Affiliate”
      shall have the meaning specified in Rule 405 under the 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.

     

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

     

    “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 one-year period 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 Company on an appropriate form under the 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 December
      18, 2006,
      relating
      to the Securities, including any and all exhibits thereto and any information
      incorporated by reference therein as of such date.

     

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

     

    “Indenture”
      shall
      mean
      the
      Indenture relating to the Securities,
      dated as
      of December
      22, 2006,
      between
      the Company and The
      Bank
      of New York,
      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
      Purchaser” 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 Securities registered under
      a
      Registration Statement.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “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.

     

    “NASD
      Rules” shall mean the Conduct Rules and the By-Laws of the National Association
      of Securities Dealers, Inc.

     

    “New
      Securities” shall
      mean
      debt
      securities
      of the Company 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
      New
      Securities Indenture.

     

    “New
      Securities Indenture” shall
      mean
      an
      indenture between the Company and the New Securities Trustee, identical in
      all
      material respects to the Indenture (except that the transfer restrictions
shall
      be
      modified or eliminated, as appropriate),
      which
      may be the Indenture if in the terms thereof appropriate provision is made
      for
      the New Securities.

     

    “New
      Securities Trustee” shall
      mean
      a
      bank or trust company reasonably satisfactory to the Initial Purchasers, as
      trustee with respect to the New Securities under the New Securities
      Indenture.

     

    “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 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
      Company 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 (i) Securities other than those that have been (A)
      registered under a Registration Statement and disposed of in accordance
      therewith or (B) distributed to the public pursuant to Rule 144 under the Act
      or
      any successor rule or regulation thereto that
      may
      be adopted by the Commission
      and (ii)
      any New Securities resale of which by the Holder thereof requires compliance
      with the prospectus delivery requirements of the Act.

     

    “Registration
      Default Damages” 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 preamble hereto.

     

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

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

       

    

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

     

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

     

    “Shelf
      Registration Statement” shall
      mean
      a
“shelf” registration statement of the Company 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
      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) 
        The Company shall prepare and, not later than 90 days following the closing
        date, shall file with the Commission the Exchange Offer Registration Statement
        with respect to the Registered Exchange Offer. The Company shall use its
        reasonable
        best
        efforts to cause the Exchange Offer Registration Statement to become effective
        under the Act within 180 days of the Closing
        Date.
        

       

    

    (b)   
Upon
      the
      effectiveness of the Exchange Offer Registration Statement, the Company shall
      promptly commence the Registered Exchange Offer, it being the objective of
      such
      Registered Exchange Offer to enable each Holder electing to exchange Securities
      for New Securities (assuming that such Holder is not an Affiliate of the
      Company, 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 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, the Company shall:

     

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

     

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    (ii)     keep
      the
      Registered Exchange Offer open for not less than 30
      days
      and not more than 45 days
      after
      the date notice thereof is mailed to the Holders (or,
      in each
      case,
      longer
      if required by applicable law);

     

    (iii)     use
      its
reasonable
      best
      efforts to keep the Exchange Offer Registration Statement continuously
      effective
      under
      the Act, supplemented and amended as required
      under
      the 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, the New Securities Trustee or an Affiliate of either
      of them;

     

    (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 Company is conducting
      the Registered Exchange Offer in reliance 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); and (B) including a representation that the Company has
      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 Company’s 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 Company
      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
      New Securities Trustee promptly to authenticate and deliver to each Holder
      of
      Securities a
      principal amount of New
      Securities equal to the principal
      amount of the Securities
      of such Holder so accepted for exchange.

     

     

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    
      (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
        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 Act if the resales are of New Securities obtained by such Holder in exchange
        for Securities acquired by such Holder directly from the Company or one of
        its
        Affiliates. Accordingly, each Holder participating in the Registered Exchange
        Offer shall be required to represent to the Company that, at the time of
        the
        consummation of the Registered Exchange Offer:

    

     

    (i)     any
      New
      Securities 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 Act; and

     

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

     

    (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 Company 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 Company shall
      use
      its
      reasonable 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 (i) due
      to
      any
      change in law or applicable interpretations thereof by the Commission’s staff,
      the Company determines upon advice of its outside counsel that it is not
      permitted to effect the Registered Exchange Offer as contemplated by
      Section 2 hereof; or (ii) for
      any other reason the Registered Exchange Offer is not consummated within 225
      days of the date hereof; (iii)
      any
      Initial Purchaser so requests with respect to Securities that
      are
      not eligible to be exchanged for New Securities in the Registered Exchange
      Offer
      and that are held
      by
      it following consummation of the Registered Exchange Offer; (iv) any
      Holder (other than an
      Initial
      Purchaser) is not eligible to participate in the Registered Exchange
      Offer;
      or
(v) in
      the case of any Initial Purchaser that participates in the Registered Exchange
      Offer or acquires New Securities pursuant to Section 2(f) hereof, such
      Initial Purchaser does not receive freely tradeable New Securities in exchange
      for Securities constituting any portion of an unsold allotment (it being
      understood that
      (x)
      the
      requirement that an Initial
      Purchaser deliver a Prospectus containing the information required by Item
      507
      or 508 of regulation S-K under the Act in connection with sales of New
      Securities acquired in exchange for such Securities shall not
      result
      in
      such New Securities being not “freely tradeable”;
      and
      (y) the
      requirement that an exchanging Dealer deliver a Prospectus in connection with
      sales of New Securities acquired in the Registered Exchange Offer in exchange
      for Securities acquired as a result of market-making activities or other trading
      activities shall not result in such New Securities being not “freely
      tradeable”), the Company
      shall effect a Shelf Registration Statement in accordance with subsection (b)
      below.

     

    
      


      
        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

      

       

    

    (b) 
      (i)   The Company shall as promptly as practicable (but in no event
      more than 90 days after so required or requested pursuant to this Section 3),
      file with the Commission,
      or if
      permitted by Rule 430B under the Act, otherwise designate an existing filing
      with the Commission,
      a Shelf
      Registration Statement relating to the offer and sale of the Securities or
      the
      New Securities, as applicable, 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
      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 Company 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 its 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. Unless
      such Shelf Registration Statement is a previously filed Shelf Registration
      Statement that is effective at the time
      it
      is so designated, the Company shall
      use
      its reasonable
      best
      efforts to cause the
      Shelf
      Registration Statement to
      be
      declared effective under the Act
      within
      180 days after
      so
      required or requested.

     

    (ii)     The
      Company shall use its reasonable
      best
      efforts to keep the Shelf Registration Statement continuously
      effective,
      supplemented and amended as required by the Act, in
      order
      to permit the Prospectus forming part thereof to be usable by Holders for a
      period (the “Shelf Registration Period”) from
      the
      date the Shelf Registration Statement is declared effective by the Commission
      until
      (A)
      the second anniversary thereof or
      (B)
      the date upon which
      all the
      Securities or New Securities, as applicable, covered by the Shelf Registration
      Statement have been sold pursuant to the Shelf Registration Statement. The
      Company shall be deemed not to have used its reasonable
      best
      efforts to keep the Shelf Registration Statement effective during the Shelf
      Registration Period if it voluntarily takes 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 Company in good faith and for valid business reasons (not including
avoidance
      of the Company’s obligations hereunder), including the acquisition or
      divestiture of assets, and
      (y) permitted pursuant to Section 4(k)(ii)
      hereof.

     

    
      (iii)     The
        Company 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 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.

       

    

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

            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
      Company shall:

     

    (i)     furnish
      to each of the Representatives and to counsel for the Holders, not
      less
      than five Business Days prior
      to
      the filing
      or
      designation
      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 or
      designation) and
      shall
      use its reasonable
      best
      efforts to reflect in each such document, when so filed or
      designated with
      the
      Commission, such comments as the Representatives reasonably propose;
      subject
      to the Company’s reasonable
      determination as to compliance with applicable laws as provided in subsection
      (b) below.

     

    (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
      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
      Company 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 Act; and

     

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

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (c)   The
      Company 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 Company 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)-(v) hereof shall be accompanied by an
      instruction to suspend the use of the Prospectus until the Company shall have
      remedied the basis for such suspension):

     

    (i)     when
      a
      Registration Statement and any amendment thereto has been filed or
      designated 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 Company 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
      Company shall use its reasonable
      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
      Company 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, including
      all
      material incorporated therein by reference,
      and, if
      the Holder so requests in writing, all exhibits thereto
      (including
      exhibits
      incorporated
      by reference
      therein).

     

    (f)   The
      Company 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
      Company consents 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.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (g)   The
      Company shall furnish to each Exchanging Dealer which so requests, without
      charge, at least one 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
      Company 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
      Company consents 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 Company shall arrange, if necessary, for the
      qualification of the Securities
      or the
      New Securities for sale under the laws of such jurisdictions in
      the
      United States as
      any
      Holder shall
      reasonably request and shall
      maintain such qualification in effect so long as required;
      provided
      that
      in no
      event shall
      the
      Company be obligated
      to
      qualify to do business in any jurisdiction where it is not then so qualified
      or
      to take any action
      that
      would
      subject it 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 it is not then so subject.

     

    (j)   The
      Company 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 Company 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 an 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 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) 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.

       

    

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (ii)     Upon
      the
      occurrence or existence of any pending corporate development or any other
      material event that, in the reasonable judgment of the Company, makes it
      appropriate to suspend the availability of a Shelf Registration Statement and
      the related Prospectus, the Company shall give notice (without notice of the
      nature or details of such events) to the Holders 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 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 Company 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 12-month period.

     

    (l)   Not
      later
      than the effective date of any Registration Statement, the Company 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
      Company shall comply with all applicable rules and regulations of the Commission
      and shall make generally available to its security holders an earnings statement
      satisfying the provisions of Section 11(a) of the Act 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
      Company shall cause the New Securities Indenture to be qualified under the
      Trust
      Indenture Act in a timely manner.

     

    (o)   The
      Company may require each Holder of securities to be sold pursuant to any Shelf
      Registration Statement to furnish to the Company such information regarding
      the
Holder
      and
      the distribution of such securities as the Company may from time to time
      reasonably require for inclusion in such Registration Statement. 
      The Company
      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. In addition, each Holder further agrees that, neither
      such Holder nor any underwriter participating in any disposition pursuant to
      any
      Registration Statement on such Holder’s behalf, will make any offer relating to
      the Registrable Securities that would constitute an Issuer Free Writing
      Prospectus (as defined in Rule 433 under the Act) or that would otherwise
      constitute a “free writing prospectus” (as defined in Rule 405 under the Act)
      required to be filed by the Company with the Commission or retained by the
      Company under Rule 433 of the Securities Act, unless it has obtained the prior
      written consent of the Company.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (p)   In
      the
      case of any Shelf Registration Statement, the
      Company 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 Company 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 Company and its
      subsidiaries,
      subject, in the case of a request by a broker dealer, to the Company obtaining
      from such broker dealer a confidentiality agreement in form and substance
      reasonably acceptable to the Company;

     

    (ii)     cause
      the
      Company’s 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 Company 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 Company (and, if necessary, any other independent certified
      public accountants of any subsidiary of the Company or of any business acquired
      by the Company 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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (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
      Company.

     

    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 Company 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 Company and its subsidiaries,
      subject, in the case of a request by a broker dealer, to the Company obtaining
      from such broker dealer a confidentiality agreement in form and substance
      reasonably acceptable to the Company;

     

    (ii)     cause
      the
      Company’s 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 set
      forth
      in the Purchase Agreement;

     

    (iv)     obtain
      opinions of counsel to the Company 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 Company (and, if necessary, any other independent certified
      public accountants of any subsidiary of the Company or of any business acquired
      by the Company 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

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (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 4 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 Company (or to such other person as directed by the Company)
      in exchange for the New Securities, the Company shall mark, or caused 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
      Company shall use its reasonable 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 NASD 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 Company shall assist
      such
      Broker-Dealer in complying with the NASD Rules.

     

    (v)     The
      Company shall use its reasonable 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 Company shall bear all expenses incurred in connection with the performance
        of its 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 Weil, Gotshal & Manges 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.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      6.    Indemnification
        and Contribution. 
        (a)  The
        Company agrees 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, 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 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 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 the 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 agrees to reimburse each such indemnified party, as incurred,
        for any legal expenses
        (which, in the absence of actual or potential conflict of interest, will
        consist
        of expenses for no more than one counsel (in addition to local counsel) for
        all
        such indemnified parties) 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 Company 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 Company by or on behalf of the party claiming
        indemnification specifically for inclusion therein. This indemnity agreement
        shall be in addition to any liability that the Company may otherwise
        have.

    

     

    The
      Company also 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
      or
      designated 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 Company,
      each
      of
      its directors,
      each of
      its officers who signs such Registration Statement and each person who controls
      the Company within the meaning of either the Act or the Exchange Act,
      to the
      same extent as the foregoing indemnity from the Company to each such Holder,
      but
      only with reference to written information relating to such Holder furnished
      to
      the Company by or on behalf of such Holder specifically for inclusion in the
      documents referred to in the foregoing indemnity. This indemnity agreement
      will
      be in addition to any liability that any such Holder may otherwise
      have.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (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 6,
      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. 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
      (which,
      in the absence of actual or potential conflict of interest, will consist of
      no
      more than one counsel (in addition to local counsel) for all such indemnified
      parties) 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
      and does
      not include any statement as to, or admission of, fault, culpability or failure
      to act by or behalf of any Indemnified Person. The Company shall not be liable
      in respect of any settlement effected without its prior written consent, which
      consent shall not be unreasonably withheld.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (d)     In
      the
      event that the indemnity provided in paragraph (a) or (b) of this Section 6
      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 Company shall be
      deemed to be equal to the total net proceeds from the Initial Placement (before
      deducting expenses) as set forth in the Final Memorandum.
      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 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 that 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 Act) shall be entitled to contribution from
      any person who was not guilty of such fraudulent misrepresentation. For purposes
      of this Section 6, each person who controls a Holder within the meaning of
      either the 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 the Company within the meaning of either the Act
      or
      the Exchange Act, each officer of the Company who shall have signed the
      Registration Statement and each director of the Company shall have the same
      rights to contribution as the Company, subject in each case to the applicable
      terms and conditions of this paragraph (d).
      The
      Initial Purchasers’ obligation to contribute pursuant to this paragraph (d)
      shall be several in proportion to their respective purchase obligations
      hereunder and not joint.

     

    (e)     The
      provisions of this Section 6 will remain in full force and effect, regardless
      of
      any investigation made by or on behalf of any Holder or the Company 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.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    

      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 following events shall occur, then the Company shall pay liquidated
        damages (the “Registration Default Damages”) to the Holders of Securities in
        respect of the Securities as follows:

       

      (a)     if
        any
        Registration Statement required by this Agreement is not filed or designated
        with the Commission on or prior to the date specified for such filing in
        this
        Agreement, then Registration Default Damages shall accrue on the Registrable
        Securities at a rate of .25% per annum for the first 90 days from and including
        such specified date and .50% per annum thereafter; or

    

     

    (b) 
if,
      after
      having filed any Registration Statement required by this Agreement, such
      Registration Statement is not declared effective by the Commission on or prior
      to the date by which reasonable best efforts are to be used to cause such
      effectiveness under this Agreement, then commencing on the day
      after
      such specified date, Registration Default Damages shall accrue on the
      Registrable Securities at a rate of .25% per annum for the first 90 days from
      and including such specified date and
      .50%
      per annum thereafter; or

     

    (c)     if
      any
      Registration Statement required by this Agreement has been declared effective
      but ceases to be effective at any time at which it is required to be effective
      under this Agreement, then commencing on the day the Registration Statement
      ceases to be effective, Registration Default Damages shall accrue on the
      Registrable Securities at a rate of .25% per annum for the first 90 days from
      and including such date on which the Registration Statement ceases to be
      effective and .50% per annum thereafter;

     

    provided,
      however,
      that
      (1) upon the filing or designating of the Registration Statement (in the case
      of
      paragraph (a) above), (2) upon the effectiveness of the Registration Statement
      (in the case of paragraph (b) above), or (3) upon the effectiveness of the
      Registration Statement that had ceased to remain effective (in the case of
      paragraph (c) above), Registration Default Damages shall cease to accrue;
provided
      further,
      for the
      avoidance of doubt, that
      the Company shall not under any circumstances be required to pay Registration
      Default Damages under (a), (b) and (c) of this Section 8 in a cumulative
      manner.

     

    
      9.     No
        Inconsistent Agreements. 
        The Company has not entered
        into, and agrees 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.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      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 Company
        has
        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 Company 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 Section 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 Company
        has
        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 Company 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
      Company, 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 Company 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 Company agrees that monetary damages would not be adequate
        compensation for any loss incurred by reason of a breach by it of the provisions
        of this Agreement and hereby agrees to waive in any action for specific
        performance the defense that a remedy at law would be
        adequate.

    

    
       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      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 Company thereto, subsequent Holders of Securities and
        the
        New
        Securities,
        and the
        indemnified persons referred to in Section 6 hereof.
        The
        Company hereby agrees 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 Company, 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.

    

     

    


    
      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

    
 

    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 and the
      several Initial Purchasers.

     

    
      
        	 	Very truly yours,
	 	 
	 	Citizens Communications Company 
	 	 	 
	 	 By:	/s/ Donald
                R.
                Shassian
	 	 	Name:  Donald
                R. Shassian
	 	 	Title:    Chief
                Financial
                Officer
	 	 	 


      

    

     

     

    The
      foregoing Agreement is hereby confirmed and

    accepted
      as of the date first above written.

     

    Citigroup
      Global Markets Inc.

    Credit
      Suisse Securities (USA) LLC

    J.P.
      Morgan Securities Inc.

     

    By:
      Citigroup Global Markets Inc.

    
       

      
        
          	 By:	/s/ Craig
                  A.
                  Larson
	 	Name:  Craig
                  A. Larson
	 	Title:    Managing
                  Director


        

      

       

    

    For
      themselves and the other several

    Initial
      Purchasers named in Schedule I

    to
      the
      Purchase Agreement.

     

    
      
        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

      

      

 

    

    ANNEX
      A

     

    Each
      broker-dealer that receives new securities for its own account pursuant to
      the
      Exchange Offer must acknowledge that it will deliver a prospectus in connection
      with any resale of such new securities. The Letter of Transmittal states that
      by
      so acknowledging and by delivering a prospectus, a broker-dealer will not be
      deemed to admit that it is an “underwriter” within the meaning of the Act. This
      prospectus, as it may be amended or supplemented from time to time, may be
      used
      by a broker-dealer in connection with resales of new securities received in
      exchange for securities where such securities were acquired by such
      broker-dealer as a result of market-making activities or other trading
      activities. The Company has agreed that, starting on the expiration date and
      ending on the close of business one year after the expiration date, it will
      make
      this prospectus available to any broker-dealer for use in connection with any
      such resale. See “Plan of Distribution”.

     

    


    
      
        
          
            
            

          

          
            A-1

            
              

            

          

          
            
            

          

        

      

      

 

    

    ANNEX
      B

     

    Each
      broker-dealer that receives new securities for its own account in exchange
      for
      securities, where such securities were acquired by such broker-dealer as a
      result of market-making activities or other trading activities, must acknowledge
      that it will deliver a prospectus in connection with any resale of such new
      securities. See “Plan of Distribution”.

     

    
      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

    

    


    
 

    ANNEX
      C

     

    PLAN
      OF DISTRIBUTION

     

    Each
      broker-dealer that receives new securities for its own account pursuant to
      the
      Exchange Offer must acknowledge that it will deliver a prospectus in connection
      with any resale of such new securities. This prospectus, as it may be amended
      or
      supplemented from time to time, may be used by a broker-dealer in connection
      with resales of new securities received in exchange for securities where such
      securities were acquired as a result of market-making activities or other
      trading activities. The Company has agreed that, starting on the expiration
      date
      and ending on the close of business one year after the expiration date, it
      will
      make this prospectus, as amended or supplemented, available to any broker-dealer
      for use in connection with any such resale. In addition, until __________,
      ______, all dealers effecting transactions in the new securities may be required
      to deliver a prospectus.

     

    The
      Company will not receive any proceeds from any sale of new securities by
      brokers-dealers. New securities received by broker-dealers for their own account
      pursuant to the Exchange Offer may be sold from time to time in one or more
      transactions in the over-the-counter market, in negotiated transactions, through
      the writing of options on the new securities or a combination of such methods
      of
      resale, at market prices prevailing at the time of resale, at prices related
      to
      such prevailing market prices or negotiated prices. Any such resale may be
      made
      directly to purchasers or to or through brokers or dealers who may receive
      compensation in the form of commissions or concessions from any such
      broker-dealer and/or the purchasers of any such new securities. Any
      broker-dealer that resells new securities that were received by it for its
      own
      account pursuant to the Exchange Offer and any broker or dealer that
      participates in a distribution of such new securities may be deemed to be an
      “underwriter” within the meaning of the Act and any profit of any such resale of
      new securities and any commissions or concessions received by any such persons
      may be deemed to be underwriting compensation under the Act. The Letter of
      Transmittal states that by acknowledging that it will deliver and by delivering
      a prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Act.

     

    For
      a
      period of one year after
      the
      expiration date, the Company will promptly send additional copies of this
      prospectus and any amendment or supplement to this prospectus to any
      broker-dealer that requests such documents in the Letter of Transmittal. The
      Company has agreed to pay all expenses incident to the Exchange Offer (including
      the expenses of one counsel for the holder of the securities) other than
      commissions or concessions of any brokers or dealers and will indemnify the
      holders of the securities (including any broker-dealers) against certain
      liabilities, including liabilities under the Act.

     

    [If
      applicable, add information required by Regulation S-K Items 507 and/or
      508.]

     

    
      
        
          
            
            

          

          
            C-1

            
              

            

          

          
            
            

          

        

      

      

 

    

    ANNEX
      D

     

    Rider
      A

     

    PLEASE
      FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO
      RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS
      OR SUPPLEMENTS THERETO.

     

    
      
        	Name:	 	 	
              
	Address:	 	 	
              
	 	 	 	
              


      


     

    Rider
      B

     

    If
      the
      undersigned is not a Broker-Dealer, the undersigned represents that it acquired
      the New Securities in the ordinary course of its business, it is not engaged
      in,
      and does not intend to engage in, a distribution of New Securities and it has
      no
      arrangements or understandings with any person to participate in a distribution
      of the New Securities. If the undersigned is a Broker-Dealer that will receive
      New Securities for its own account in exchange for Securities, it represents
      that the Securities to be exchanged for New Securities were acquired by it
      as a
      result of market-making activities or other trading activities and acknowledges
      that it will deliver a prospectus in connection with any resale of such New
      Securities; however, by so acknowledging and by delivering a prospectus, the
      undersigned will not be deemed to admit that it is an “underwriter” within the
      meaning of the Act.

     

     

     

     D-1