Registration Rights Agreement, dated February 17, 2004


 Exhibit 4.13 
  
 NORTH ATLANTIC HOLDING COMPANY, INC. 
  
 $97,000,000 Aggregate Principal Amount at Maturity 12 1/4% Senior Discount Notes due 2014 
  
 REGISTRATION RIGHTS AGREEMENT 
  
 New York, New York 
 February 17, 2004 
  
 Citigroup Global Markets Inc. 
 RBC Capital Markets Corporation 
 c/o Citigroup Global Markets Inc. 
 388 Greenwich Street 
 New York, New York 10013 
  
 Dear Sirs: 
  
 North Atlantic
Holding Company, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. and RBC Capital Markets Corporation (the “Initial Purchasers”), upon the terms
set forth in a purchase agreement dated February 11, 2004 (the “Purchase Agreement”), relating to the initial placement of the Securities (the “Initial Placement”), $97,000,000 aggregate principal amount at maturity of its
12 1/4% Senior Notes due 2014 (the “Securities”). To induce the Initial Purchasers to enter into the
Purchase Agreement and to satisfy a condition of 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, together, 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” of any specified Person shall mean any other Person that, directly or indirectly, is in control of, is controlled by, or is under
common control with, such specified Person. For purposes of this definition, control of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person 






 whether by contract or otherwise; and the terms “controlling” and “controlled” shall have meanings
correlative to the foregoing. 
  
 “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. 
  
 “By-laws” shall have the meaning set forth in Section 4(u) hereof.

  
 “Commission” shall mean the Securities and Exchange
Commission. 
  
 “Company” shall have the meaning set
forth in the preamble hereto. 
  
 “Conduct Rules” shall
have the meaning set forth in Section 4(u) 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 180-day 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 have the meaning set forth in the Purchase Agreement. 
  
 “Holder” shall have the meaning set forth in the preamble hereto. 
  

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 “Indenture” shall mean the Indenture relating to the Securities, dated as of February 17, 2004,
between the Company and Wells Fargo Bank Minnesota, National Association, as trustee, as the same may be amended, supplemented, waived or otherwise modified 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. 
  
 “Losses”
shall have the meaning set forth in Section 6(d) hereof. 
  
 “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of Securities and New Securities registered under a Registration Statement. 
  
 “Managing Underwriters” shall mean the investment banker or investment bankers and manager or managers that shall
administer an underwritten offering. 
  
 “New
Securities” shall mean debt securities of the Company identical in all material respects to the Securities (except that the cash interest and interest rate step-up provisions and the transfer restrictions shall be modified or eliminated, as
appropriate) and to be issued under the Indenture. 
  
 “Person” shall mean an individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity. 
  
 “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 and all material 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. 
  
 “Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the New Securities 
  

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 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. 
  
 “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, all 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. 
  
 “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 date of the original issuance of the Securities (or if such 90th day is not a Business Day, the next succeeding Business Day), shall file with the Commission the Exchange Offer Registration Statement with respect
to the Registered Exchange Offer. The Company shall use its best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 180 days of the date of the original issuance of the Securities (or if such 180th
day is not a Business Day, the next succeeding Business Day). 
  
 (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. The Company shall use its best efforts to 
  

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 cause the Registered Exchange Offer to be consummated within 210 days of the date of the original issuance of the
Securities (or if such 210th day its not a Business Day, the next succeeding Business Day). 
  
 (c) In connection with the Registered Exchange Offer, the Company shall: 
  
 (i) mail or electronically transmit 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 after the date notice thereof is mailed to the Holders (or longer if required by applicable law); 
  
 (iii) use its 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 or one of its Affiliates; 
  
 (v) permit Holders to withdraw tendered Securities at any time prior to 5:00 p.m., 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: 
  

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 (i) accept for exchange all Securities validly 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 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, 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, (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the
Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), 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 and such transaction 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. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent in writing 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; 
  
 (iii) such Holder is not an Affiliate of the Company (or if it is, that it will comply with the registration and prospectus delivery
requirements of the Act to the extent applicable); and 
  
 (iv) if such Holder is a Broker-Dealer, that it will receive New Securities for its own account in exchange for Securities that were acquired as a result of market making activities and that it will deliver a prospectus in connection with
any resale of such New Securities. 
  
 (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 
  


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 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 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; (ii) for any other
reason the Registered Exchange Offer is not consummated within 210 days of the date hereof; (iii) prior to the 20th day following the consummation of the Registered Exchange Offer, 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) prior to the 20th day following the consummation of the Registered Exchange
Offer, any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) prior to the 20th day following the consummation of the Registered Exchange Offer, 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 tradable 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 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. 
  
 (b)(i) The
Company shall as promptly as practicable (but in no event more than 45 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the
Act within 135 days after such filing obligation arises a Shelf Registration Statement in accordance with Rule 415 under the Act 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 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, 
  

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 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. 
  
 (i) The Company
shall use its 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 of two years (or
one year if filed at the request of one or more Initial Purchasers) from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as
applicable, covered by the Shelf Registration Statement (x) have been sold pursuant to the Shelf Registration Statement or (y) can be sold pursuant to Rule 144(k) under the Act (in any such case, such period being called the “Shelf Registration
Period”). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite 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 during that period, unless (A) such action is required by applicable law; or (B) such action is taken 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, mergers and combinations and similar events, so long as the Company promptly thereafter comply with the requirements of Section 4(k) hereof, if applicable.

  
 (ii) 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 as to form 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 light of the circumstances under which they were
made, not misleading. 
  
 4. Additional Registration
Procedures. In connection with any Shelf Registration Statement or any Exchange Offer Registration Statement, to the extent applicable, the following provisions shall apply. 
  
 (a) The Company shall: 
  
 (i) furnish to you, not less than five Business Days prior to the filing thereof with the Commission, a copy of any Exchange Offer
Registration Statement 
  

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 and any Shelf Registration Statement, and each amendment thereof and each amendment or supplement, if
any, to the Prospectus included therein (including, upon request, all documents incorporated by reference therein after the initial filing) and shall use its best efforts to reflect in each such document, when so filed with the Commission, such
comments as you 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 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 a Prospectus contained in a post-effective amendment to 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 use its best efforts to ensure that: 
  
 (i) any Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto
complies as to form 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. 
  
 (c) The Company
shall advise you, 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 you 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): 
  

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 (i) when the 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 initiation of any proceedings 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 initiation 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, the
statements therein are not misleading and 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 best efforts to
obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or, as may be reasonably required by any Holder, the qualification of the securities therein for sale in any jurisdiction at the earliest possible time.

  
 (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 has so
requested 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 each preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request. The Company consents to, during the Shelf
Registration Period, 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
Company shall furnish to each Exchanging Dealer which so requests, without charge, at least one copy of the Exchange Offer Registration Statement and 
  

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 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,
during the Exchange Offer Registration Period, 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 or New Securities pursuant to any Registration Statement, the Company shall use its best efforts to 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 will 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 suits arising out of the Initial Placement, the Registered Exchange Offer or any offering pursuant to a Shelf Registration Statement, to the extent applicable, or to
taxation 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) Upon the occurrence of any event contemplated by subsections (c) (ii) through (v) above, the Company shall promptly 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 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 and the Shelf Registration Statement provided for in Section 3(b) shall each 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 
  

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 of the Securities and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to
this Section. 
  
 (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 to the extent and so long as they are applicable to the Registered Exchange Offer and the Shelf Registration and shall make
generally available to its security holders as soon as practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the provisions of Section 11(a) of the Act. 
  
 (n) The Company shall cause the Indenture to be qualified under the Trust
Indenture Act in a timely manner. 
  
 (o) The Company may require
each Holder of Securities or New 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 or New 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 or New Securities of any Holder that fails to furnish such information within a reasonable
time after receiving such request. 
  
 (p) In the case of any
Shelf Registration Statement, the Company shall enter into such agreements and take all other appropriate actions (including if requested an underwriting agreement in customary form) in order to expedite or facilitate the registration or the
disposition of the Securities or New 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 (or
such other provisions and procedures acceptable to the Majority Holders and the Managing Underwriters, if any), with respect to all parties to be indemnified pursuant to Section 6. 
  
 (q) In the case of any Shelf Registration Statement, the Company shall: 
  
 (i) make reasonably available for inspection by the Holders
of Securities or New 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, pertinent corporate documents and properties of the Company and its subsidiaries; 
  

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 (ii) cause the Company’s officers, directors and employees 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; provided, however, that
any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information shall be kept confidential by the Holders or any such underwriter, attorney, accountant or agent, unless such
disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality; 
  
 (iii) in the case of any Shelf Registration that involves an
underwritten public offering, make such representations and warranties to the Holders of Securities or New Securities registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers to selling
security holders and underwriters, respectively, in underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement; 
  
 (iv) in the case of any Shelf Registration that involves an underwritten public offering, 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, if any; 
  
 (v) in the case of any Shelf Registration that involves an underwritten public offering, obtain “cold
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 or New Securities registered thereunder (provided such Holder provides such
accountants with the representations as such accountants customarily require in similar situations) and the underwriters, if any, in customary form and covering matters of the type customarily covered in “cold comfort” letters in
connection with primary underwritten offerings; and 
  
 (vi) in the case of any Shelf Registration that involves an underwritten public offering, deliver such documents and certificates as may be reasonably requested by the Majority Holders and the Managing Underwriters, if any, including those
to evidence compliance with Section 4(k) and with any customary conditions 
  

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 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 Section 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: 
  
 (i) make reasonably available for
inspection by such Initial Purchaser, and any attorney, accountant or other agent retained by such Initial Purchaser, all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries;

  
 (ii) cause the Company’s officers,
directors and employees to supply all relevant information reasonably requested by such Initial Purchaser or any such attorney, accountant or agent in connection with any such Registration Statement as is customary for similar due diligence
examinations; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information shall be kept confidential by such Initial Purchaser or any
such attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of
confidentiality; 
  
 (iii) upon request by such
Initial Purchaser, make such representations and warranties to such Initial Purchaser, 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) upon request by such Initial Purchaser, obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to such Initial Purchaser and its
counsel, addressed to such Initial Purchaser, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Initial Purchaser or its counsel;

  
 (v) upon request by such Initial Purchaser,
obtain “cold 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 
  

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 statements and financial data are, or are required to be, included in the Registration Statement),
addressed to such Initial Purchaser, in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with primary underwritten offerings, or if requested by such Initial Purchaser or its
counsel in lieu of a “cold comfort” letter, an agreed upon procedures letter under Statement on Auditing Standards No. 35, covering matters requested by such Initial Purchaser or its counsel; and 
  
 (vi) deliver such documents and certificates as may be
reasonably requested by such Initial Purchaser 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 Company (or to such other Person as directed
by the Company) in exchange for the New Securities, the Company shall mark, or cause to be marked, on the Securities so exchanged that such Securities are being canceled in exchange for the New Securities. In no event shall the Securities be marked
as paid or otherwise satisfied. 
  
 (t) The Company will use its
best efforts (i) 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; or (ii) if the
Securities were not previously rated, to cause the Securities covered by a Registration Statement to be rated with at least one nationally recognized statistical rating agency, if so requested by Majority Holders with respect to the related
Registration Statement or by any Managing Underwriters. 
  
 (u) In
connection with any Shelf Registration Statement, 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 Conduct Rules of Fair Practice (the “Conduct Rules”) and the By-Laws of the National Association of Securities Dealers, Inc. (the “By-Laws”)) 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 requirements of such Conduct Rules and By-Laws, including, without limitation, by: 
  
 (i) if such Conduct Rules or By-Laws shall so require,
engaging a “qualified independent underwriter” (as defined in such Conduct Rules) to participate in the preparation of the Registration Statement, to exercise usual standards of due 
  

 15 







 diligence with respect thereto and, if any portion of the offering contemplated by such Registration
Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities; 
  
 (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6
hereof; 
  
 (iii) providing such information to
such Broker-Dealer as may be required in order for such Broker-Dealer to comply with the requirements of such Conduct Rules; and 
  
 (iv) the Company shall use its 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 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 Company agrees to indemnify and hold harmless each Holder of Securities or New Securities, as the case
may be, covered by any Registration Statement (including 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 and agents of each such Holder and each Person who controls any such Holder 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 not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will
not be liable in any 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 
  

 16 







 therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any such
Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Registration Statement, the indemnity agreement contained in
this subsection (a) shall not inure to the benefit of any such indemnified party from whom the person asserting any such losses, claims, damages or liabilities purchased the securities concerned, if a copy of the prospectus relating to such
Securities or New Securities (as amended or supplemented at the time of sale) was required to be delivered by such indemnified party and was not delivered as given by or on behalf of such indemnified party to such person and if such prospectus (as
so amended or supplemented) would have corrected the defect giving rise to such loss, claim, damage or liablity. This indemnity agreement will be in addition to any liability which the Company may otherwise have. 
  
 The Company also agrees to indemnify or contribute as provided in Section
6(d) to Losses of any underwriter of Securities or New Securities, as the case may be, registered under a Shelf Registration Statement, its directors, officers, employees 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 and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally agrees to indemnify and hold harmless the Company and 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 which any such Holder may otherwise have. 
  
 (c) Promptly after receipt by an indemnified party under this Section 6 of 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 of the indemnifying party’s choice at the indemnifying 
  

 17 







 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 retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be
reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint 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 which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably 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. An indemnifying party shall not be liable for any settlement or compromise or consent to entry of judgment in respect of any
claim or action effected without its written consent, which consent may not be unreasonably withheld. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have request an indemnifying party to reimburse the indemnified
party for fees and expenses of counsel in accordance with this Section and the indemnifying party is in material breach of this Section, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) the indemnifying party has received notice of the terms of the proposed settlement and of the alleged
bases of the material breach and (iii) the indemnifying party shall not have cured such breach within five business days of the notice referred to in clause (ii) immediately above. 
  
 (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 same) (collectively “Losses”) to which such indemnified party may be subject in such proportion as is appropriate 
  

 18 







 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 or any subsequent Holder of any Security or New Security 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 Purchase Agreement, 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 sum of (x) the total net proceeds from the Initial Placement (before deducting expenses) as set forth in the Purchase Agreement and (y) the total amount of
additional interest which the Company was not required to pay as a result of registering the securities covered by the Registration Statement which resulted in such Losses. Benefits received by the Initial Purchasers shall be deemed to be equal to
the total purchase discounts and commissions as set forth in the Purchase Agreement, 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 alleged untrue statement or omission 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 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 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 
  

 19 







 same rights to contribution as the Company, 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 Company or any of the officers, directors or controlling Persons referred to in this Section hereof, 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. No Inconsistent Agreements. The Company has not, as
of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions
hereof. 
  
 9. Amendments and Waivers. The provisions of
this Agreement, including the provisions of this sentence, 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 Majority Holders; 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. Notwithstanding the foregoing (except the foregoing proviso), 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. 
  
 10. 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: 
  

 20 







 (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, which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar under the Indenture, with a copy in like manner to Citigroup Global Markets Inc; 
  
 (b) if to you, initially at the respective 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. 
  
 11. Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties, including, without the need for an express assignment or any consent by the Company thereto, subsequent Holders of Securities and the New Securities. 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. 
  
 12. Counterparts. This agreement may be in signed counterparts, each
of which shall an original and all of which together shall constitute one and the same agreement. 
  
 13. Headings. The headings used herein are for convenience only and shall not affect the construction hereof. 
  
 14. 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. 
  
 15. 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. 
  
 16. 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 
  

 21 







 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. 
  

 22 







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

			
	 Very truly yours,

	
	 North Atlantic Holding Company, Inc.

		
	By:	 	/S/    THOMAS F. HELMS, JR.
	Name:  Thomas F. Helms, Jr.
	Title:    Authorized Signatory


  

	

  

 23 







 The foregoing Agreement is hereby confirmed and 
 accepted as of the date first above written. 
  

			
	 CITIGROUP GLOBAL MARKETS INC.

		
	By:	 	/s/    THOMAS FAHERTY
	 	 	 Name:  Thomas Faherty
 Title:    Vice President

	
	 RBC CAPITAL MARKETS CORPORATION

		
	By:	 	/s/    Illegible
	 	 	 Name:  Illegible
 Title:    Managing Director


  

 24 







 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
Securities 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 (as defined herein) and ending on the close of business 180 days after the Expiration Date, they will
make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” 
  






 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.” 
  






 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, during the Exchange Offer Registration Period, 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                 , 20[    ] 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 broker-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 Securities 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 Securities 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 Securities Act. 
  
 During the Exchange Offer Registration
Period, 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 Securities Act. 
  






 ANNEX D 
  
 Rider A 
  
 CHECK HERE 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 Securities Act. 
  

 28