Exhibit 4.4


 


EXECUTION VERSION


 


REGISTRATION RIGHTS AGREEMENT


 


This
REGISTRATION RIGHTS AGREEMENT, dated as of February 11, 2010 (the “Agreement”),
is entered into by and among The Reader’s Digest Association, Inc., a
Delaware corporation (the “Company”), the guarantors listed on the
signature pages hereto (the “Guarantors”) and J.P. Morgan
Securities Inc. (“J.P. Morgan”), Banc of America Securities LLC (“Banc
of America”), Credit Suisse Securities (USA) LLC (“Credit Suisse”),
Goldman, Sachs & Co. (“Goldman Sachs”), Moelis &
Company LLC (“Moelis”) and the several other initial purchasers named on
Schedule 1 hereto (the “Initial Purchasers”).


 


RD
Escrow Corporation (“Escrow Corp.”), a Delaware corporation, the
Company, the Guarantors and the Initial Purchasers are parties to the Purchase
Agreement dated February 2, 2010 (the “Purchase Agreement”), which
provides for the sale by the Company to the Initial Purchasers of $525,000,000
aggregate principal amount of Escrow Corp.’s Floating Rate Senior Secured Notes
due 2017 (the “Securities”).


 


The
Securities are being issued in connection with the emergence of the Company and
its domestic subsidiaries from chapter 11 proceedings.  The Securities will be initially issued by
Escrow Corp.  On or after the
satisfaction of the Escrow Conditions (as defined in the Escrow and Security
Agreement), Escrow Corp. will merge with and into the Company, with the Company
as the surviving entity (the “Merger”). 
Upon the consummation of the Merger, (1) the Company will assume
all of the obligations of Escrow Corp., including the Securities, (2) the
guarantee of Securities on a senior secured basis by each Guarantor will,
without any further act, become effective and (3) the related contractual
arrangements shall become effective.


 


As
an inducement to the Initial Purchasers to enter into the Purchase Agreement,
the Company and the Guarantors have agreed to provide to the Initial Purchasers
and their direct and indirect transferees and the Market Makers (as defined
herein) the registration rights set forth in this Agreement.  The execution and delivery of this Agreement
is a condition to the closing under the Purchase Agreement.


 


In
consideration of the foregoing, the parties hereto agree as follows:


 


1.             Definitions.  As used in this Agreement, the following
terms shall have the following meanings:


 


“Additional Guarantor” shall mean any subsidiary of the
Company that issues a Subsidiary Guarantee under the Indenture after the date
of this Agreement.


 


“Business Day” shall mean any day that is not a
Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed.


 

















 


“Company”
shall have the meaning set forth in the preamble and shall also include the
Company’s successors.


 


“Escrow
Corp.” shall have the meaning set forth in the preamble.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.


 


“Exchange
Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.


 


“Exchange
Offer” shall mean the exchange offer by the Company and the Guarantors of
Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.


 


“Exchange
Offer Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(a) hereof.


 


“Exchange
Offer Registration Statement” shall mean an exchange offer registration
statement on Form S-4 (or, if applicable, on another appropriate form) and
all amendments and supplements to such registration statement, in each case
including the Prospectus contained therein or deemed a part thereof, all
exhibits thereto and any document incorporated by reference therein.


 


“Exchange
Securities” shall mean senior secured notes issued by the Company and
guaranteed by the Guarantors under the Indenture containing terms identical to
the Securities (except that the Exchange Securities will not be subject to
restrictions on transfer or to any increase in annual interest rate for failure
to comply with this Agreement) and to be offered to Holders of Registrable
Securities in exchange for Securities pursuant to the Exchange Offer.


 


“Free
Writing Prospectus” means each free writing prospectus (as defined in Rule 405
under the Securities Act) prepared by or on behalf of the Company or used or
referred to by the Company in connection with the sale of the Securities or the
Exchange Securities.


 


“Guarantors”
shall have the meaning set forth in the preamble and shall also include any
Guarantor’s successors and any Additional Guarantors.


 


“Holders”
shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect
transferees who become owners of Registrable Securities under the Indenture; provided
that for purposes of Sections 4 and 6 of this Agreement, the term “Holders”
shall include Participating Broker-Dealers and, where the context requires, the
Market Makers.


 


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


 


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


 


“Indenture”
shall mean the Indenture relating to the Securities dated as of   February 11, 2010, among Escrow Corp.,
the Company, the Guarantors, Wells Fargo Bank, N.A., as trustee, and Wilmington
Trust FSB, as collateral agent, and as the same may be amended from time to
time in accordance with the terms thereof.


 


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


 


“Inspector”
shall have the meaning set forth in Section 3(a)(xiv) hereof.


 


“Issuer
Information” shall have the meaning set forth in Section 6(a) hereof.


 


“J.P.
Morgan” shall have the meaning set forth in the preamble.


 


“Majority
Holders” shall mean the Holders of a majority of the aggregate principal amount
of the outstanding Registrable Securities; provided that whenever the
consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, any Registrable Securities owned directly or
indirectly by the Company or any of its affiliates (other than the Market
Makers) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage or amount; and provided,
further, that if the Company shall issue any additional Securities under
the Indenture prior to consummation of the Exchange Offer or, if applicable,
the effectiveness of any Shelf Registration Statement, such additional
Securities and the Registrable Securities to which this Agreement relates shall
be treated together as one class for purposes of determining whether the
consent or approval of Holders of a specified percentage of Registrable
Securities has been obtained.


 


“Market
Maker” and “Market Makers” shall have the meanings set forth in Section 5(a).


 


“Market
Makers’ Information” shall have the meaning set forth in Section 5(d) hereof.


 


“Market
Making Registration Statement” shall mean the registration statement referred
to in Section 5(a)(i) hereof and all amendments and supplements to
any such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein or deemed a part thereof, all
exhibits thereto and any document incorporated by reference therein.


 


“Participating
Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.


 


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“Person”
shall mean an individual, partnership, limited liability company, corporation,
trust or unincorporated organization, or a government or agency or political
subdivision thereof.


 


“Prospectus”
shall mean the prospectus included in, or, pursuant to the rules and
regulations of the Securities Act, deemed a part of, a Registration Statement,
including (i) any preliminary prospectus, (ii) any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to such prospectus and (iii) except where
the context otherwise requires, any prospectus (or amendment or supplement
thereto) filed with the SEC pursuant to Section 5 hereof, and in each case
including any document incorporated by reference therein.


 


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


 


“Registrable
Securities” shall mean the Securities; provided that the Securities
shall cease to be Registrable Securities (i) when a Registration Statement
with respect to such Securities has become effective under the Securities Act
and such Securities have been exchanged or disposed of pursuant to such
Registration Statement or (ii) when such Securities cease to be
outstanding.


 


“Registration
Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and the Guarantors with this Agreement, including
without limitation: (i) all SEC, stock exchange or Financial Industry
Regulatory Authority registration and filing fees, (ii) all fees and expenses
incurred in connection with compliance with state securities or blue sky laws
(including reasonable fees and disbursements of one firm of counsel for any
Underwriters or Holders in connection with blue sky qualification of any
Exchange Securities or Registrable Securities, which firm shall be selected by
the Underwriters or the Majority Holders), (iii) the costs incident to the
preparing, word processing, printing and distributing any Registration
Statement, any Prospectus, any Free Writing Prospectus and any amendments or
supplements thereto, any underwriting agreements, securities sales agreements
or other similar agreements and any other documents relating to the performance
of and compliance with this Agreement, (iv) all rating agency fees, (v) all
fees and disbursements relating to the qualification of the Indenture under
applicable securities laws, (vi) the fees and disbursements of the Trustee
and its counsel, (vii) the fees and disbursements of counsel for the
Company and the Guarantors and, in the case of a Shelf Registration Statement,
the fees and disbursements of one counsel for the Holders (which counsel shall
be selected by the Majority Holders and which counsel may also be counsel for
the Initial Purchasers), (viii) the fees and disbursements of counsel for
each of the Market Makers (other than in-house counsel for the Market Makers)
and (ix) the fees and disbursements of the independent public accountants
of the Company and the Guarantors, including the expenses of any special audits
or “comfort” letters required by or incident to the performance of and
compliance with this Agreement, but excluding fees and expenses of counsel to
the Underwriters (other than 


 


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fees
and expenses set forth in clause (ii) above) or the Holders and
underwriting discounts and commissions, brokerage commissions and transfer
taxes, if any, relating to the sale or disposition of Registrable Securities by
a Holder.


 


“Registration
Statement” shall mean any registration statement of the Company and the
Guarantors that covers any of the Exchange Securities, Registrable Securities
pursuant to the provisions of this Agreement, including, without limitation,
the Market Making Registration Statement, and all amendments and supplements to
any such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein or deemed a part thereof, all
exhibits thereto and any document incorporated by reference therein.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


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


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf
Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof.


 


“Shelf
Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.


 


“Shelf
Registration” shall mean a registration effected pursuant to Section 2(b) hereof.


 


“Shelf
Registration Statement” shall mean a “shelf” registration statement of the
Company and the Guarantors that covers all or a portion of the Registrable
Securities (but no other securities unless approved by a majority of the
Holders whose Registrable Securities are to be covered by such Shelf
Registration Statement) on an appropriate form under Rule 415 under the
Securities Act, or any similar rule that may be adopted by the SEC, and
all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein or deemed a part thereof, all exhibits thereto and any document
incorporated by reference therein.


 


“Shelf
Request” shall have the meaning set forth in Section 2(b) hereof.


 


“Staff”
shall mean the staff of the SEC.


 


“Subsidiary
Guarantees” shall mean the guarantees of the Securities and Exchange Securities
by the Guarantors under the Indenture.


 


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“Target
Registration Date” shall have the meaning set forth in Section 2(d) hereof.


 


“Trigger
Date” shall have the meaning set forth in Section 2(d) hereof.


 


“Trust
Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time
to time.


 


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


 


“Underwriter”
shall have the meaning set forth in Section 3(e) hereof.


 


“Underwritten
Offering” shall mean an offering in which Registrable Securities are sold to an
Underwriter for reoffering to the public.


 


2.             Registration Under the
Securities Act.  (a)  To the
extent not prohibited by any applicable law or applicable interpretations of
the Staff, the Company and the Guarantors shall use their reasonable best
efforts to (i) cause to be filed an Exchange Offer Registration Statement
covering an offer to the Holders to exchange all the Registrable Securities for
Exchange Securities and (ii) have such Registration Statement remain
effective until 180 days after the date the Exchange Offer Registration
Statement became effective for use by one or more Participating
Broker-Dealers.  The Company and the
Guarantors shall commence the Exchange Offer promptly after the Exchange Offer
Registration Statement is declared effective by the SEC and use their
reasonable best efforts to complete the Exchange Offer not later than 60 days
after such effective date.


 


The
Company and the Guarantors shall commence the Exchange Offer by mailing the
related Prospectus, appropriate letters of transmittal and other accompanying
documents to each Holder stating, in addition to such other disclosures as are
required by applicable law, substantially the following:


 


(i)                                     that the
Exchange Offer is being made pursuant to this Agreement and that all
Registrable Securities validly tendered and not properly withdrawn will be
accepted for exchange;


 


(ii)                                  the dates of
acceptance for exchange (which shall be a period of at least 20 Business Days
(in accordance with the Exchange Act) from the date such notice is mailed) (the
“Exchange Dates”);


 


(iii)                               that any
Registrable Security not tendered will remain outstanding and continue to
accrue interest but will not retain any rights under this Agreement, except as
otherwise specified herein;


 


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(iv)                              that any Holder
electing to have a Registrable Security exchanged pursuant to the Exchange
Offer will be required to (A) surrender such Registrable Security,
together with the appropriate letters of transmittal, to the institution and at
the address (located in the Borough of Manhattan, The City of New York) and in
the manner specified in the notice, or (B) effect such exchange otherwise
in compliance with the applicable procedures of the depositary for such
Registrable Security, in each case prior to the close of business on the last
Exchange Date; and


 


(v)                                 that any Holder
will be entitled to withdraw its election, not later than the close of business
on the last Exchange Date, by (A) sending to the institution and at the
address (located in the Borough of Manhattan, The City of New York) specified
in the notice, a telegram, telex, facsimile transmission or letter setting
forth the name of such Holder, the principal amount of Registrable Securities
delivered for exchange, such other information as may be reasonably required to
identify the Securities to be withdrawn and a statement that such Holder is
withdrawing its election to have such Securities exchanged or (B) effecting
such withdrawal in compliance with the applicable procedures of the depositary
for the Registrable Securities.


 


As a condition to participating in the Exchange Offer, a
Holder will be required to represent to the Company and the Guarantors that (i) any
Exchange Securities to be received by it will be acquired in the ordinary
course of its business, (ii) at the time of the commencement of the
Exchange Offer it has no arrangement or understanding with any Person to
participate in the distribution (within the meaning of the Securities Act) of
the Exchange Securities in violation of the Securities Act, (iii) it is
not an “affiliate” (within the meaning of Rule 405 under the Securities
Act) of the Company or any Guarantor and (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities. 
Each Holder hereby acknowledges and agrees that any broker-dealer and
any such Holder using the Exchange Offer to participate in a distribution of
the securities to be acquired in the Exchange Offer (1) could not under
SEC policy as in effect on the date of this Agreement rely on the position of
the SEC enunciated in Morgan Stanley and Co., Inc. (available June 5,
1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as
interpreted in the SEC’s letter to Shearman & Sterling dated July 2,
1993, and similar no-action letters, and (2) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction and that such a secondary resale
transaction should 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 if the resales are of Exchange Securities
obtained by such Holder in exchange for Registerable Securities acquired by
such Holder directly from the Company.


 


As
soon as practicable after the last Exchange Date, the Company and the
Guarantors shall:


 


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(i)                                     accept for
exchange Registrable Securities or portions thereof validly tendered and not
properly withdrawn pursuant to the Exchange Offer; and


 


(ii)                                  deliver, or
cause to be delivered, to the Trustee for cancellation all Registrable
Securities or portions thereof so accepted for exchange by the Company and
issue, and cause the Trustee to promptly authenticate and deliver to each
Holder, Exchange Securities equal in principal amount to the principal amount
of the Registrable Securities tendered by such Holder.


 


The
Company and the Guarantors shall use their reasonable best efforts to complete
the Exchange Offer as provided above and shall comply with the applicable
requirements of the Securities Act, the Exchange Act and other applicable laws
and regulations in connection with the Exchange Offer.  The Exchange Offer shall not be subject to
any conditions, other than that the Exchange Offer does not violate any
applicable law or applicable interpretations of the Staff and customary
conditions relating to the delivery of Securities or other actions customarily
taken by Holders participating in the Exchange Offer or the execution and
delivery of customary documentation relating to the Exchange Offer.


 


(b)           In the event that (i) the
Company and the Guarantors determine that the Exchange Offer Registration
provided for in Section 2(a) above is not available or may not be
completed as soon as practicable after the last Exchange Date because it would
violate any applicable law or applicable interpretations of the Staff, (ii) a
Holder participating in the Exchange Offer does not receive Exchange Securities
on the date of the exchange that may be sold without restriction under state
and federal securities laws (other than due solely to the status of such Holder
as an affiliate of the Company within the meaning of the Securities Act) and
notifies (a “Holder Notice”) the Company within 30 days after such
Holder first becomes aware of such restrictions, (iii) the Exchange Offer
is not for any other reason completed by March 15, 2011 or (iv) upon
receipt of a written request (a “Shelf Request”) from any Initial
Purchaser representing that it holds Registrable Securities that are or were
ineligible to be exchanged in the Exchange Offer, the Company and the
Guarantors shall use their reasonable best efforts to cause to be filed, as
soon as practicable after such determination, date, Holder Notice or Shelf
Request, as the case may be, a Shelf Registration Statement providing for the
sale of all the Registrable Securities by the Holders thereof and to have such
Shelf Registration Statement become effective.


 


In
the event that the Company and the Guarantors are required to file a Shelf
Registration Statement pursuant to clause (iii) or (iv) of the
preceding sentence, the Company and the Guarantors shall use their reasonable
best efforts to file and have become effective both an Exchange Offer
Registration Statement pursuant to Section 2(a) with respect to all
Registrable Securities and a Shelf Registration Statement (which may be a
combined Registration Statement with the Exchange Offer Registration Statement)
with respect to offers and sales of Registrable Securities held by the Initial
Purchasers after completion of the Exchange Offer.


 


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The
Company and the Guarantors agree to use their reasonable best efforts to keep
the Shelf Registration Statement continuously effective until the earlier of (i) such
period as will terminate when the Securities covered by the Shelf Registration
Statement cease to be Registrable Securities and (ii) such time as all the
Registrable Securities covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement (the “Shelf Effectiveness
Period”).  The Company and the
Guarantors further agree to supplement or amend the Shelf Registration
Statement, the related Prospectus and any Free Writing Prospectus if required
by the rules, regulations or instructions applicable to the registration form
used by the Company for such Shelf Registration Statement or by the Securities
Act or by any other rules and regulations thereunder or if reasonably
requested by a Holder of Registrable Securities with respect to information
relating to such Holder, and to use their reasonable best efforts to cause any
such amendment to become effective, if required, and such Shelf Registration
Statement, Prospectus or Free Writing Prospectus, as the case may be, to become
usable as soon as thereafter practicable. 
The Company and the Guarantors agree to furnish to the Holders of Registrable
Securities registered on such Shelf Registration Statement copies of any such
supplement or amendment  promptly after
its being used or filed with the SEC.


 


(c)           The Company and the Guarantors shall
pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or
Section 2(b) hereof.  Each
Holder shall pay all underwriting discounts and commissions, brokerage
commissions and transfer taxes, if any, relating to the sale or disposition of
such Holder’s Registrable Securities pursuant to the Shelf Registration
Statement.


 


(d)           An Exchange Offer Registration
Statement pursuant to Section 2(a) hereof will not be deemed to have
become effective unless it has been declared effective by the SEC.  A Shelf Registration Statement pursuant to Section 2(b) hereof
will not be deemed to have become effective unless it has been declared
effective by the SEC or is automatically effective upon filing with the SEC as
provided by Rule 462 under the Securities Act.


 


In
the event that either the Exchange Offer is not completed or the Shelf
Registration Statement, if required pursuant to Section 2(b)(i) or
2(b)(ii) hereof, is not effective on or prior to March 15, 2011 (the “Target
Registration Date”), the interest rate on the Registrable Securities will
be increased by (i) 0.25% per annum for the first 90-day period
immediately following the Target Registration Date and (ii) an additional
0.25% per annum with respect to each subsequent 90-day period, in each case
until the Exchange Offer is completed or the Shelf Registration Statement, if
required hereby, becomes effective, up to a maximum total increase of 1.00% per
annum.  In the event that the Company
receives a Holder Notice or Shelf Request pursuant to Section 2(b)(iii) or
2(b)(iv), and the Shelf Registration Statement required to be filed thereby has
not become effective by the later of March 15, 2011 or (y) 90 days
after delivery of such Holder Notice or Shelf Request (such later date, the “Shelf
Additional Interest Date”), then the interest rate on the Registrable
Securities will be increased by (i) 0.25% per annum for the first 90-day
period payable commencing from one day after the Shelf


 


9

















 


Additional
Interest Date and (ii) an additional 0.25% per annum with respect to each
subsequent 90-day period, in each case until the Shelf Registration Statement
becomes effective, up to a maximum total increase of 1.00% per annum.


 


If
the Shelf Registration Statement, if required hereby, is effective and
thereafter either ceases to be effective or the Prospectus contained therein
ceases to be usable, in each case whether or not permitted by this Agreement,
at any time during the Shelf Effectiveness Period, and such failure to remain
effective or usable exists for more than 30 days (whether or not consecutive)
in any 12-month period (the 30th such date, the “Trigger Date”), then
the interest rate on the Registrable Securities will be increased by (i) 0.25%
per annum for the first 90-day period immediately following the Trigger Date
and (ii) an additional 0.25% per annum with respect to each subsequent
90-day period, up to a maximum increase of 1.0% per annum, and ending on such
date that the Shelf Registration Statement is again effective or the Prospectus
again becomes usable.


 


(e)           Without limiting the remedies
available to the Initial Purchasers and the Holders, the Company and the
Guarantors acknowledge that any failure by the Company or the Guarantors to
comply with their obligations under Section 2(a) and Section 2(b) hereof
may result in material irreparable injury to the Initial Purchasers or the
Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such
relief as may be required to specifically enforce the Company’s and the
Guarantors’ obligations under Section 2(a) and Section 2(b) hereof.


 


3.             Registration Procedures.  (a) In connection with their obligations
pursuant to Section 2(a) and Section 2(b) hereof, the
Company and the Guarantors shall promptly:


 


(i)            prepare and file with the SEC a
Registration Statement on the appropriate form under the Securities Act, which
form (x) shall be selected by the Company and the Guarantors, (y) shall,
in the case of a Shelf Registration, be available for the sale of the
Registrable Securities by the Holders thereof and (z) shall comply as to
form in all material respects with the requirements of the applicable form and
include all financial statements required by the SEC to be filed therewith; and
use their reasonable best efforts to cause such Registration Statement to
become effective and remain effective for the applicable period in accordance
with Section 2 hereof;


 


(ii)           prepare and file with the SEC such
amendments and post-effective amendments to each Registration Statement as may
be necessary to keep such Registration Statement effective for the applicable
period in accordance with Section 2 hereof and cause each Prospectus to be
supplemented by any required prospectus supplement and, as so supplemented, to
be filed pursuant to Rule 424 under the Securities Act; and keep each
Prospectus current during the period described in Section 4(3) of and
Rule 174 under the Securities Act that is applicable to transactions by
brokers or dealers with respect to the Registrable Securities or Exchange
Securities;


 


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(iii)          to the extent any Free Writing
Prospectus is used, file with the SEC any Free Writing Prospectus that is
required to be filed by the Company or the Guarantors with the SEC in
accordance with the Securities Act and to retain any Free Writing Prospectus
not required to be filed;


 


(iv)          in the case of a Shelf Registration,
furnish to each Holder of Registrable Securities included on such Shelf
Registration Statement, to counsel for the Initial Purchasers, to counsel for
such Holders and to each Underwriter of an Underwritten Offering of Registrable
Securities, if any, without charge, as many copies of each Prospectus,
preliminary prospectus or Free Writing Prospectus, and any amendment or
supplement thereto, as such Holder, counsel or Underwriter may reasonably
request in order to facilitate the sale or other disposition of the Registrable
Securities thereunder; and the Company and the Guarantors consent to the use of
such Prospectus, preliminary prospectus or such Free Writing Prospectus and any
amendment or supplement thereto in accordance with applicable law by each of
the Holders of Registrable Securities and any such Underwriters in connection
with the offering and sale of the Registrable Securities covered by and in the
manner described in such Prospectus, preliminary prospectus or such Free
Writing Prospectus or any amendment or supplement thereto in accordance with
applicable law;


 


(v)           in the case of an Exchange Offer
Registration Statement, use their reasonable best efforts to register and
qualify the Registerable Securities under all applicable state securities or
blue sky laws and, in the case of a Shelf Registration Statement, cooperate
with the selling Holders and their counsel to register or qualify the
Registerable Securities under all applicable state securities or blue sky laws
of such jurisdictions as any Holder of Registerable Securities covered by a
Shelf Registration Statement shall reasonably request in writing by the time
the applicable Shelf Registration Statement becomes effective; cooperate with
such Holders in connection with any filings required to be made with the
Financial Industry Regulatory Authority; and do any and all other acts and
things that may be reasonably necessary or advisable to enable each Holder to
complete the disposition in each such jurisdiction of the Registrable
Securities owned by such Holder; provided that neither the Company nor
any Guarantor shall be required to (1) qualify as a foreign corporation or
other entity or as a dealer in securities in any such jurisdiction where it
would not otherwise be required to so qualify, (2) file any general
consent to service of process in any such jurisdiction or (3) subject
itself to taxation in any such jurisdiction if it is not so subject;


 


(vi)          notify counsel for the Initial
Purchasers and, in the case of a Shelf Registration, notify each Holder of
Registrable Securities included on such Shelf Registration Statement and
counsel for such Holders promptly and, if requested by any such Holder or
counsel, confirm such advice in writing (1) when a Registration Statement
has become effective, when any post-effective amendment thereto has been filed
and becomes effective, when any Free Writing Prospectus has been filed or any
amendment or supplement to the Prospectus or any Free Writing Prospectus has
been filed, (2) of any request by the SEC or any state securities
authority for amendments 


 


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and
supplements to a Registration Statement, Prospectus or any Free Writing Prospectus
or for additional information after the Registration Statement has become
effective, (3) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that purpose, including the
receipt by the Company of any notice of objection of the SEC to the use of a
Shelf Registration Statement or any post-effective amendment thereto pursuant
to Rule 401(g)(2) under the Securities Act, (4) if, between the
applicable effective date of a Shelf Registration Statement and the closing of
any sale of Registrable Securities covered thereby, the Company or any
Guarantor receives any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the
initiation of any proceeding for such purpose, (5) of the happening of any
event during the period a Registration Statement is effective that makes any
statement made in such Registration Statement or the related Prospectus or any
Free Writing Prospectus untrue in any material respect or that requires the
making of any changes in such Registration Statement or Prospectus or any Free
Writing Prospectus in order to make the statements therein not misleading (in
the case of the Prospectus, in light of the circumstances under which they were
made) and (6) of any determination by the Company or any Guarantor that a
post-effective amendment to a Registration Statement or any amendment or
supplement to the Prospectus or any Free Writing Prospectus would be required;


 


(vii)         use their reasonable best efforts to
obtain the withdrawal of any order suspending the effectiveness of a
Registration Statement or, in the case of a Shelf Registration, the resolution
of any objection of the SEC pursuant to Rule 401(g)(2), including by
filing an amendment to such Shelf Registration Statement on the proper form, as
promptly as practicable and provide prompt notice to each Holder of the
withdrawal of any such order or such resolution;


 


(viii)        in the case of a Shelf Registration,
furnish to each Holder of Registrable Securities included on such Shelf
Registration Statement, without charge, at least one conformed copy of each
Registration Statement and any post-effective amendment thereto (without any
documents incorporated therein by reference or exhibits thereto, unless
requested in writing);


 


(ix)          in the case of a Shelf Registration,
cooperate with the Holders of Registrable Securities included on such Shelf
Registration Statement to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold and not bearing any
restrictive legends and enable such Registrable Securities to be issued in such
denominations and registered in such names (consistent with the provisions of
the Indenture) as such Holders may reasonably request at least one Business Day
prior to the closing of any sale of Registrable Securities;


 


(x)           in the case of a Shelf Registration,
upon the occurrence of any event contemplated by Section 3(a)(vi)(5) hereof,
use their reasonable best efforts to prepare and file with the SEC a supplement
or post-effective amendment to such Shelf Registration Statement or the related
Prospectus or any Free Writing Prospectus or any 


 


12

















 


document
incorporated therein by reference or file any other required document so that,
as thereafter delivered (or, to the extent permitted by law, made available) to
purchasers of the Registrable Securities, such Prospectus or Free Writing
Prospectus, as the case may be, will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; and the Company and the Guarantors shall notify the Holders of
Registrable Securities to suspend use of the Prospectus or any Free Writing
Prospectus as promptly as practicable after the occurrence of such an event,
and such Holders hereby agree to suspend use of the Prospectus or any Free
Writing Prospectus, as the case may be, until the Company and the Guarantors
have amended or supplemented the Prospectus or the Free Writing Prospectus, as
the case may be, to correct such misstatement or omission;


 


(xi)          a reasonable time prior to the filing
of any Registration Statement, any Prospectus, any Free Writing Prospectus, any
amendment to a Registration Statement or amendment or supplement to a
Prospectus or a Free Writing Prospectus or other than any document that is to
be incorporated by reference into a Registration Statement, a Prospectus or a
Free Writing Prospectus after initial filing of a Registration Statement,
provide copies of such document to the Initial Purchasers and their counsel (and,
in the case of a Shelf Registration Statement, to the Holders of Registrable
Securities included on such Shelf Registration Statement and their counsel) and
make such of the representatives of the Company and the Guarantors as shall be
reasonably requested by the Initial Purchasers or their counsel (and, in the
case of a Shelf Registration Statement, the Holders of Registrable Securities
included on such Shelf Registration Statement or their counsel) available for
discussion of such document; and the Company and the Guarantors shall not, at
any time after initial filing of a Registration Statement, use or file any
Prospectus, any Free Writing Prospectus, any amendment of or supplement to a
Registration Statement, a Prospectus or any Free Writing Prospectus, or any
document that is to be incorporated by reference into a Registration Statement,
a Prospectus or a Free Writing Prospectus, of which the Initial Purchasers and
their counsel (and, in the case of a Shelf Registration Statement, the Holders
of Registrable Securities and their counsel) shall not have previously been
advised and furnished a copy or to which the Initial Purchasers or their
counsel (and, in the case of a Shelf Registration Statement, the Holders of
Registrable Securities or their counsel) shall reasonably object in writing
within five business days after receipt thereof;


 


(xii)         use reasonable best efforts to obtain a
CUSIP number for all Exchange Securities or Registrable Securities, as the case
may be, not later than the initial effective date of a Registration Statement;


 


(xiii)        use reasonable best efforts to cause the
Indenture to be qualified under the Trust Indenture Act in connection with the
registration of the Exchange Securities or Registrable Securities, as the case
may be; cooperate with the Trustee and the Holders to effect such changes to
the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and execute, and use
their reasonable best efforts to cause the Trustee to execute, all documents as
may be 


 


13

















 


required
to effect such changes and all other forms and documents required to be filed
with the SEC to enable the Indenture to be so qualified in a timely manner;


 


(xiv)        in the case of a Shelf Registration,
make available for inspection by a representative of the Holders of the
Registrable Securities (an “Inspector”), any Underwriter participating
in any disposition pursuant to such Shelf Registration Statement, any attorneys
and accountants designated by a majority of the Holders of Registrable
Securities to be included in such Shelf Registration and any attorneys and
accountants designated by such Underwriter, at reasonable times and in a
reasonable manner, all pertinent financial and other records, documents and
properties of the Company and its subsidiaries, and cause the respective
officers, directors and employees of the Company and the Guarantors to supply
all information reasonably requested by any such Inspector, Underwriter,
attorney or accountant in connection with a Shelf Registration Statement; provided that if any such information is identified by the Company or any
Guarantor as being confidential or proprietary, each Person receiving such
information shall take such actions as are reasonably necessary to protect the
confidentiality of such information to the extent such action is otherwise not
inconsistent with, an impairment of or in derogation of the rights and
interests of any Inspector, Holder or Underwriter;


 


(xv)         in the case of a Shelf Registration,
use their reasonable best efforts to cause all Registrable Securities to be
listed on any securities exchange or any automated quotation system on which
similar securities issued or guaranteed by the Company or any Guarantor are
then listed if requested by the Majority Holders, to the extent such
Registrable Securities satisfy applicable listing requirements;


 


(xvi) if
reasonably requested by any Holder of Registrable Securities covered by a Shelf
Registration Statement, promptly include in a Prospectus supplement or
post-effective amendment such information with respect to such Holder as such
Holder reasonably requests to be included therein and make all required filings
of such Prospectus supplement or such post-effective amendment as soon as the
Company has received notification of the matters to be so included in such
filing;


 


(xvii)       in the case of a Shelf Registration,
enter into such customary agreements and take all such other actions in connection
therewith (including those reasonably requested by the Holders of a majority in
principal amount of the Registrable Securities covered by the Shelf
Registration Statement) in order to expedite or facilitate the disposition of
such Registrable Securities including, but not limited to, in an Underwritten
Offering and in such connection, (1) to the extent possible, make such
representations and warranties to the Holders and any Underwriters of such
Registrable Securities with respect to the business of the Company and its
subsidiaries and the Registration Statement, Prospectus, any Free Writing
Prospectus and documents incorporated by reference or deemed incorporated by
reference, if any, in each case, in form, substance and scope as are
customarily made by issuers to underwriters in underwritten offerings and
confirm the same if and when requested, (2) obtain opinions of counsel to
the Company and the Guarantors (which counsel and opinions, in form, 


 


14

















 


scope
and substance, shall be reasonably satisfactory to the Holders of a majority in
principal amount of the Registerable Securities being sold and such
Underwriters and their respective counsel) addressed to each selling Holder and
Underwriter of Registrable Securities, covering the matters customarily covered
in opinions requested in underwritten offerings, (3) obtain “comfort”
letters from the independent certified public accountants of the Company and
the Guarantors (and, if necessary, any other certified public accountant of any
subsidiary of the Company or any Guarantor, or of any business acquired by the
Company or any Guarantor for which financial statements and financial data are
or are required to be included in the Registration Statement) addressed to each
selling Holder (to the extent permitted by applicable professional standards)
and Underwriter of Registrable Securities, such letters to be in customary form
and covering matters of the type customarily covered in “comfort” letters in
connection with underwritten offerings, including but not limited to financial
information contained in any preliminary prospectus, Prospectus or Free Writing
Prospectus and (4) deliver such documents and certificates as may be
reasonably requested by the Holders of a majority in principal amount of the
Registrable Securities being sold or the Underwriters, and which are
customarily delivered in underwritten offerings, to evidence the continued
validity of the representations and warranties of the Company and the Guarantors
made pursuant to clause (1) above and to evidence compliance with any
customary conditions contained in an underwriting agreement; it being agreed
that the representations and warranties, opinions of counsel and comfort
letters delivered in connection with the initial offering of the Securities,
including in connection with the release of the escrow as provided by the
Escrow and Security Agreement are customary; and


 


(xviii)      so long as any Registrable Securities
remain outstanding, cause each Additional Guarantor upon the creation or
acquisition by the Company of such Additional Guarantor, to execute a
counterpart to this Agreement in the form attached hereto as Annex A and
to deliver such counterpart to the Initial Purchasers no later than five
Business Days following the execution thereof.


 


(b)           In the case of a Shelf Registration
Statement, the Company may require each Holder of Registrable Securities to
furnish to the Company such information regarding such Holder and the proposed
disposition by such Holder of such Registrable Securities as the Company and
the Guarantors may from time to time reasonably request in writing; provided
that if such Holder fails to provide the requested information within 20
Business Days, the Company may exclude such Holder’s Registrable Securities
from such Shelf Registration Statement until such time as the information is
provided.


 


(c)           In the case of a Shelf Registration
Statement, each Holder of Registrable Securities covered in such Shelf
Registration Statement agrees that, upon receipt of any notice from the Company
and the Guarantors of the happening of any event of the kind described in Section 3(a)(vi)(3) or
3(a)(vi)(5) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the Shelf Registration Statement until such
Holder’s receipt of the copies of the supplemented or amended 


 


15

















 


Prospectus
and any Free Writing Prospectus contemplated by Section 3(a)(x) hereof
and, if so directed by the Company and the Guarantors, such Holder will deliver
to the Company and the Guarantors all copies in its possession, other than
permanent file copies then in such Holder’s possession, of the Prospectus and
any Free Writing Prospectus covering such Registrable Securities that is
current at the time of receipt of such notice.


 


(d)           If the Company and the Guarantors
shall give any notice to suspend the disposition of Registrable Securities
pursuant to a Registration Statement, the Company and the Guarantors shall
extend the period during which such Registration Statement shall be maintained
effective pursuant to this Agreement by the number of days during the period
from and including the date of the giving of such notice to and including the
date when the Holders of such Registrable Securities shall have received copies
of the supplemented or amended Prospectus or any Free Writing Prospectus
necessary to resume such dispositions. The Company and the Guarantors may give
any such notice only twice during any 365-day period, any such suspensions
shall not exceed 45 days for each suspension and there shall not be more than
two suspensions in effect during any 365-day period.


 


(e)           The Holders of Registrable Securities
covered by a Shelf Registration Statement who desire to do so may sell such
Registrable Securities in an Underwritten Offering.  In any such Underwritten Offering, the
investment bank or investment banks and manager or managers (each an “Underwriter”)
that will administer the offering will be selected by the Holders of a majority
in principal amount of the Registrable Securities included in such offering and
reasonably acceptable to the Company. 
However, each Holder 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 Securities Act) or that would otherwise
constitute a “free writing prospectus” (as defined in Rule 405 under the
Securities 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.


 


4.             Participation of Broker-Dealers
in Exchange Offer.  (a)  The
Company has been advised that the Staff has taken the position that any
broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such
broker-dealer as a result of market-making or other trading activities (a “Participating
Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of
the Securities Act and must deliver a prospectus  meeting the requirements of
the Securities Act in connection with any resale of such Exchange Securities.


 


The
Company and the Guarantors have been advised that it is the Staff’s position
that if the Prospectus contained in the Exchange Offer Registration Statement
includes a plan of distribution containing a statement to the above effect and
the means 


 


16

















 


by
which Participating Broker-Dealers may resell the Exchange Securities, without
naming the Participating Broker-Dealers or specifying the amount of Exchange
Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers (or, to the extent permitted
by law, made available to purchasers) to satisfy their prospectus
delivery obligation under the Securities Act in connection with resales of
Exchange Securities for their own accounts, so long as the Prospectus otherwise
meets the requirements of the Securities Act.


 


(b)           In light of the above, and
notwithstanding the other provisions of this Agreement, the Company and the
Guarantors agree to use their reasonable best efforts to amend or supplement
the Prospectus contained in the Exchange Offer Registration Statement for a
period ending on the earlier of (i) 180 days after the date the Exchange
Offer Registration Statement becomes effective (as such period may be extended
pursuant to Section 3(d) of this Agreement) and (ii) the date on
which each Participating Broker-Dealer is no longer required to deliver a
prospectus in connection with market making or other trading activities, in
each case to the extent necessary to ensure that it is available for
resales.  The Company and the Guarantors
further consent to the delivery of such Prospectus (or, to the extent permitted
by law, agree to make available) by Participating Broker-Dealers during such
period in connection with the resales contemplated by this Section 4.


 


(c)          The Initial Purchasers shall have no
liability to the Company, any Guarantor or any Holder with respect to any such request
that they may make pursuant to Section 4(b) above.


 


5.             Market Making.  (a)  For so long as any of the
Securities or Exchange Securities are outstanding and J.P. Morgan, Banc of
America, Credit Suisse or Goldman Sachs (in such capacity, each a “Market Maker”
and collectively the “Market Makers”) or any of their affiliates (as defined in
the rules and regulations of the SEC) own any equity securities of the
Company, the Guarantors or any of their affiliates and propose to make a market
in the Securities or Exchange Securities as part of their business in the
ordinary course, the following provisions shall apply for the sole benefit of
the Market Makers:


 


(i)  The Company and the Guarantors shall notify each Market Maker
at least 30 days in advance of filing an Exchange Offer Registration Statement
and, promptly after the obligation to file a Shelf Registration Statement
arises, of their intent to file such Registration Statement and, upon the
written request of any Market Maker, which request shall include a statement
that the Market Maker reasonably believes itself to be an affiliate of the
Company or a Guarantor, the Company and the Guarantors shall (A) on the
date that the Exchange Offer Registration Statement or, if required hereby, the
Shelf Registration Statement is filed with the SEC, file a registration
statement with respect to the Securities (the “Market Making Registration
Statement”) (which may be the Exchange Offer Registration Statement or the
Shelf Registration Statement if permitted by the rules and regulations of
the SEC) and use their reasonable best efforts to cause such Market Making
Registration Statement to become effective on or prior to the 


 


17

















 


consummation
of the Exchange Offer or the initial effective date of the Shelf Registration
Statement, as applicable; (B) periodically amend such Market Making
Registration Statement so that the information contained therein complies with
the requirements of Section 10(a) under the Securities Act;
(C) amend the Market Making Registration Statement or amend or supplement
the related Prospectus when necessary to reflect any material changes in the
information provided therein; and (D) amend the Market Making Registration
Statement when required to do so in order to comply with Section 10(a)(3) of
the Securities Act; provided, however, that (1) prior to
filing the Market Making Registration Statement, any amendment thereto, any
Free Writing Prospectus or any amendment or supplement to the related Prospectus
or Free Writing Prospectus, the Company will furnish to each Market Maker
copies of all such documents proposed to be filed, which documents will be
subject to the review of each Market Maker and its counsel and (2) the
Company and the Guarantors will not file the Market Making Registration
Statement, any amendment thereto, any Free Writing Prospectus or any amendment
or supplement to the related Prospectus or Free Writing Prospectus to which any
of the Market Makers and their counsel shall reasonably object in writing
within five business days of their receipt of such documents unless the Company
is advised by counsel that such Market Making Registration Statement or Free
Writing Prospectus, or any such amendment or supplement is required to be filed
under applicable securities laws and the Company will provide each of the
Market Makers and their counsel with copies of the Market Making Registration
Statement and any Free Writing Prospectus and each amendment and supplement
filed.


 


(ii)  The Company shall notify each of the Market Makers and, if
requested by any of the Market Makers, confirm such advice in writing, (A) when
any Market Making Registration Statement, any post-effective amendment to the
Market Making Registration Statement, any Free Writing Prospectus or any
amendment or supplement to the related Prospectus or Free Writing Prospectus
has been filed, and, with respect to any Market Making Registration Statement
or any post-effective amendment, when the same has become effective; (B) of
any request by the SEC for any post-effective amendment to the Market Making
Registration Statement, any supplement or amendment to the related Prospectus
or any Free Writing Prospectus or for additional information; (C) the
issuance by the SEC of any stop order suspending the effectiveness of the
Market Making Registration Statement or the initiation of any proceedings for
that purpose, including the receipt by the Company of any notice of objection
of the SEC to the use of the Market Making Registration Statement or any
post-effective amendment thereto pursuant to Rule 401(g)(2) under the
Securities Act; (D) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Securities or Exchange
Securities for sale in any jurisdiction or the initiation or threatening of any
proceedings for such purpose; and (E) of the happening of any event that
makes any statement made in the Market Making Registration Statement, the
related Prospectus or any Free Writing Prospectus or any amendment or
supplement thereto untrue or that 


 


18

















 


requires
the making of any changes in the Market Making Registration Statement, such
Prospectus or such Free Writing Prospectus or any amendment or supplement
thereto, in order to make the statements therein, in the case of the Prospectus
or such Free Writing Prospectus or amendment or supplement thereto, in light of
the circumstances under which they were made, not misleading.


 


(iii)  If any event contemplated by Section 5(a)(ii)(B) through
(E) occurs during the period for which the Company and the Guarantors are
required to maintain an effective Market Making Registration Statement, the
Company and the Guarantors shall, subject to Section 5(a)(i), promptly
prepare and file with the SEC a post-effective amendment to the Market Making
Registration Statement or an amendment or supplement to the related Prospectus
or Free Writing Prospectus or file any other required document so that the
Prospectus or any Free Writing Prospectus will not include an untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading.


 


(iv)   In the event of the
issuance of any stop order suspending the effectiveness of the Market Making
Registration Statement, any notice of objection pursuant to Rule 401(g)(2) under
the Securities Act or any order suspending the qualification of the Securities
or Exchange Securities for sale in any jurisdiction, the Company and the
Guarantors shall promptly use their reasonable best efforts to obtain the
withdrawal of such order or the resolution of such objection, including by
filing an amendment to the Market Making Registration Statement on the proper
form as necessary.


 


(v)  The Company shall furnish to each of the Market Makers,
without charge, (i) at least one conformed copy of the Market Making
Registration Statement and any post-effective amendment thereto; and (ii) as
many copies of the related Prospectus, any Free Writing Prospectus and any
amendment or supplement thereto as each Market Maker may reasonably request.


 


(vi)  The Company and the Guarantors shall consent to the use of
the Prospectus contained in the Market Making Registration Statement, any Free
Writing Prospectus or any amendment or supplement thereto by each of the Market
Makers in connection their market-making activities.


 


(vii)  Notwithstanding the foregoing provisions of this Section 5,
the Company and the Guarantors may for valid business reasons, including
without limitation, a potential material acquisition, divestiture of assets or
other material corporate transaction, notify each Market Maker in writing that
the Market Making Registration Statement is no longer effective or the
Prospectus included therein or any Free Writing Prospectus is no longer usable
for offers and sales of Securities or Exchange Securities; provided that
the use of the Market Making Registration Statement or the Prospectus contained
therein or any Free Writing 


 


19

















 


Prospectus
shall not be suspended for more than 60 days (whether or not consecutive) in
the aggregate in any 12-month period without the prior written consent of each
of the Market Makers.  Each Market Maker
agrees that upon receipt of any notice from the Company pursuant to this
Section 5(a)(vii), it will discontinue use of the Prospectus contained in
the Market Making Registration Statement and any Free Writing Prospectus until
receipt of copies of the supplemented or amended Prospectus or Free Writing
Prospectus relating thereto or until advised in writing by the Company that the
use of the Prospectus contained in the Market Making Registration Statement or
the Free Writing Prospectus may be resumed.


 


(b)           In connection with the Market Making
Registration Statement, the Company shall (i) make available for
inspection by a representative of, and counsel acting for, each Market Maker,
at reasonable times and in a reasonable manner, all pertinent financial and
other records, documents and properties of the Company and its subsidiaries and
(ii) cause the respective officers, directors and employees of the Company
and the Guarantors to supply all information reasonably requested by such
representative or counsel or any Market Maker; provided that if any such
information is identified by the Company or any Guarantor as being confidential
or proprietary, each Person receiving such information shall take such actions as
are reasonably necessary to protect the confidentiality of such information to
the extent such action is otherwise not inconsistent with, an impairment of or
in derogation of the rights and interests of any of the Market Makers.


 


(c)           Prior to the initial effective date
of the Market Making Registration Statement, the Company and the Guarantors
will cooperate with the selling Market Makers and their counsel in connection
with the registration or qualification of such Securities or Exchange
Securities for offer and sale under the securities or blue sky laws of such
jurisdictions as the Market Makers reasonably request in writing, cooperate
with any of the Market Makers in connection with any filings required to be
made with the Financial Industry Regulatory Authority and do any and all other
acts or things that may be reasonably necessary or advisable to enable the
offer and sale in such jurisdictions of the Securities or Exchange Securities
covered by the Market Making Registration Statement; provided that the
Company and the Guarantors shall not be required to (i) qualify as a
foreign corporation or other entity or as a dealer in securities in any
jurisdiction where it would not otherwise be required to so qualify, (ii) file
any general consent to subject itself to service of process in any such
jurisdictions or (iii) subject itself to taxation in any such jurisdiction
if it not so subject.


 


(d)           The Company and the Guarantors
represent and agree that the Market Making Registration Statement, any
post-effective amendments thereto, any Free Writing Prospectus, any amendments
or supplements to the related Prospectus or any Free Writing Prospectus and any
documents filed by them under the Exchange Act will, when they become effective
or are filed with the SEC, as the case may be, conform in all material respects
to the requirements of the Securities Act and the Exchange Act and the rules and
regulations of the SEC thereunder and will not, as of each effective


 


20














 


date
of such Market Making Registration Statement or post-effective amendments and
as of the filing date of any Free Writing Prospectus or any such amendments or
supplements to such Prospectus or any Free Writing Prospectus or filings under
the Exchange Act, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that no representation or warranty is
made as to a particular Market Maker as to information contained in or omitted
from the Market Making Registration Statement or the related Prospectus or any
Free Writing Prospectus in reliance upon and in conformity with written
information furnished to the Company by such Market Maker specifically for
inclusion therein, which information the parties hereto agree will be limited
to the statements concerning the market-making activities of such Market Maker
to be set forth on the cover page and in the “Plan of Distribution”
section of the Prospectus and, with respect to a particular Market Maker, any
other information furnished to the Company or the Guarantors in writing by such
Market Maker with respect to such Market Maker (the “Market Makers’ Information”);
provided, further, that no such representation shall be deemed
made during the time a notice is effective pursuant to Section 5(a)(vii).


 


(e)           At the time of initial effectiveness
of the Market Making Registration Statement and concurrently with each time any
Free Writing Prospectus is first used or the Market Making Registration
Statement shall be amended by post-effective amendment, including by the filing
of an annual report incorporated by reference into the Market Making Registration
Statement, or the related Prospectus or any Free Writing Prospectus shall be
amended or supplemented, the Company shall (if requested by any of the Market
Makers) furnish each Market Maker and its counsel with a certificate of its
Chairman of the Board of Directors or President and its Chief Financial Officer
to the effect that:


 


(i)            the Market Making
Registration Statement has become effective; (ii) in the case of an
amendment to the Market Making Registration Statement, such amendment has become
effective under the Securities Act as of the date and time specified in such
certificate, if applicable; and in the case of an amendment or supplement to
the Prospectus, such amendment or supplement to the Prospectus was filed with
the SEC pursuant to the subparagraph of Rule 424(b) under the
Securities Act specified in such certificate on the date specified therein; and
in the case of any Free Writing Prospectus
or an amendment or supplement to any Free Writing Prospectus, such Free Writing
Prospectus or amendment or supplement to the Free Writing Prospectus was filed
with the SEC pursuant to Rule 433 under the Securities Act on the date
specified therein; (iii) to the knowledge of such officers, no stop
order suspending the effectiveness of the Market Making Registration Statement
has been issued, including any notice of
objection of the SEC to the use of the Market Making Registration Statement or
any post-effective amendment thereto pursuant to Rule 401(g)(2) under
the Securities Act,


 


21

















 


and
no proceeding for that purpose is pending or threatened by the SEC; and (iv) such
officers have carefully examined the Market Making Registration Statement, the
Prospectus and any Free Writing Prospectus (and,
in the case of an amendment or supplement, such amendment or supplement) and as
of the applicable effective date of such Market Making Registration Statement,
or the date of such Free Writing Prospectus
or any such amendment or supplement, as applicable, the Market Making
Registration Statement, the Prospectus and any Free Writing Prospectus, as amended or supplemented, if
applicable, did not include any untrue statement of a material fact and did not
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading.


 


(f)            At the time of initial effectiveness
of the Market Making Registration Statement and concurrently with each time any
Free Writing Prospectus is first used or the Market Making Registration Statement
shall be amended by post-effective amendment, including by the filing of an
annual report incorporated by reference into the Market Making Registration
Statement, or the related Prospectus or any Free Writing Prospectus shall be
amended or supplemented, the Company shall (if requested by any of the Market
Makers) use its commercially reasonable best efforts to furnish such Market
Maker and its counsel with the written opinion or, in the case of clause (iv) below,
negative assurance letter of counsel for the Company reasonably satisfactory to
such Market Maker to the effect that:


 


(i)            the Market Making
Registration Statement has become effective; (ii) in the case of an
amendment to the Market Making Registration Statement, such amendment has
become effective under the Securities Act as of the date and time specified in
such opinion, if applicable; and in the case of an amendment or supplement to
the Prospectus, such amendment or supplement to the Prospectus was filed with
the SEC pursuant to the subparagraph of Rule 424(b) under the
Securities Act specified in such opinion on the date specified therein; and in
the case of any Free Writing Prospectus or an amendment or supplement to the
Free Writing Prospectus, such Free Writing Prospectus or amendment or
supplement to the Free Writing Prospectus was filed with the SEC pursuant to Rule 433
under the Securities Act on the date specified therein; (iii) to the
knowledge of such counsel, no stop order suspending the effectiveness of the
Market Making Registration Statement has been issued, including any notice of
objection of the SEC to the use of the Market Making Registration Statement or
any post-effective amendment thereto pursuant to Rule 401(g)(2) under
the Securities Act, and no proceeding for that purpose is pending or threatened
by the SEC; and (iv) such counsel has reviewed the Market Making
Registration Statement, the Prospectus and any Free Writing Prospectus (and, in
the case of an amendment or supplement, such amendment or supplement) and
participated with officers of the Company and independent public accountants
for the Company in the preparation of such Market Making Registration Statement
and Prospectus and any Free Writing Prospectus (and, in the case of an
amendment or supplement, such amendment


 


22

















 


or
supplement) and has no reason to believe that (except for the financial
statements and other financial data contained therein as to which such counsel
need express no belief) as of the applicable effective date of such Market
Making Registration Statement, or the date of such Free Writing Prospectus or
any such amendment or supplement, as applicable, the Market Making Registration
Statement, the Prospectus and any Free Writing Prospectus, as amended or
supplemented, if applicable, contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
to make the statements therein not misleading.


 


(g)           At the time of initial effectiveness
of the Market Making Registration Statement and concurrently with each time any
Free Writing Prospectus is first used or the Market Making Registration
Statement or the related Prospectus or any Free Writing Prospectus shall be
amended or the Prospectus shall be supplemented to include audited annual
financial information, the Company shall (if requested by any of the Market
Makers) furnish such Market Maker and its counsel with a letter of  Ernst & Young LLP (or other
independent public accountants for the Company or the Guarantors of nationally
recognized standing) in form reasonably satisfactory to such Market Maker,
addressed to such Market Maker and dated the date of delivery of such letter, (i) confirming
that they are an independent registered public accounting firm within the rules and
regulations adopted by the SEC and the Public Accounting Oversight Board
(United States) and as required by the Securities Act and (ii) in all
other respects, substantially in the form of the letter delivered to the Initial
Purchasers pursuant to Section 6(e) of the Purchase Agreement, with,
in the case of an amendment or supplement that includes audited financial
information, such changes as may be necessary to reflect the amended or
supplemented financial information.


 


(h)           The Company and the Guarantors, on
the one hand, and each of the Market Makers (with respect to itself only), on
the other hand, hereby agree to indemnify each other, and, if applicable,
contribute to the other, in accordance with Section 6 of this Agreement.


 


(i)            The Company and the Guarantors will
comply with the provisions of this Section 5 at their own expense and will
reimburse the Market Makers for their expenses associated with the provisions
of this Section 5 (including reasonable fees of counsel for the Market
Makers).


 


(j)            The agreements contained in this
Section 5 and the representations, warranties and agreements contained in
this Agreement shall survive all offers and sales of the Securities and
Exchange Securities and shall remain in full force and effect, regardless of
any termination or cancellation of this Agreement or any investigation made by
or on behalf of any indemnified party.


 


(k)           For purposes of this Section 5, (i) any
reference to the terms “amend”, “amendment” or “supplement” with respect to the
Market Making Registration Statement or the Prospectus contained therein or any
Free Writing Prospectus shall be


 


23

















 


deemed
to refer to and include the filing under the Exchange Act of any document
deemed to be incorporated therein by reference and (ii) any reference to
the terms “Securities” or “Exchange Securities” shall be deemed to refer to and
include any securities issued in exchange for or with respect to such
Securities or Exchange Securities.


 


6.             Indemnification and Contribution.  (a)  The Company and each Guarantor,
jointly and severally, agree to indemnify and hold harmless (i) each
Initial Purchaser, each Market Maker and each Holder, their respective
affiliates, directors and officers and each Person, if any, who controls any
Initial Purchaser or any Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and
all losses, claims, damages and liabilities (including, without limitation,
reasonable legal fees and other expenses incurred in connection with any suit,
action or proceeding or any claim asserted, as such fees and expenses are
incurred), joint or several, that arise out of, or are based upon, (1) any
untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement or any omission or alleged omission to state therein
a material fact required to be stated therein or necessary in order to make the
statements therein not misleading, or (2) any untrue statement or alleged
untrue statement of a material fact contained in any Prospectus, any Free
Writing Prospectus or any “issuer information” (“Issuer Information”) filed or
required to be filed pursuant to Rule 433(d) under the Securities
Act, or any omission or alleged omission to state therein a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case except
insofar as such losses, claims, damages or liabilities arise out of, or are
based upon, any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with any information relating
to any Initial Purchaser, information relating to any Holder or, as to a
particular Market Maker, the Market Makers’ Information furnished to the
Company in writing through J.P. Morgan, any selling Holder or such Market
Maker, respectively expressly for use therein and (ii) each Market Maker
from and against any and all losses, claims, damages and liabilities
(including, without limitation, legal fees and other expenses incurred in
connection with any suit, action or proceeding or any claim asserted, as such
fees and expenses are incurred), that arise out of, or are based upon, any
breach by the Company of its representations, warranties and agreements
contained in Section 5.  In
connection with any Underwritten Offering permitted by Section 3, the
Company and the Guarantors, jointly and severally, will also indemnify the
Underwriters, if any, selling brokers, dealers and similar securities industry
professionals participating in the distribution, their respective affiliates
and each Person who controls such Persons (within the meaning of the Securities
Act and the Exchange Act) to the same extent as provided above with respect to
the indemnification of the Holders, if requested in connection with any
Registration Statement, any Prospectus, any Free Writing Prospectus or any
Issuer Information.


 


(b)           Each Holder agrees, severally and not
jointly, to indemnify and hold harmless the Company, the Guarantors, the
Initial Purchasers and the other selling Holders, the directors of the Company
and the Guarantors, each officer of the Company and the Guarantors who signed the
Registration Statement and each Person, if any,


 


24

















 


who
controls the Company, the Guarantors, any Initial Purchaser and any other
selling Holder within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above,
but only with respect to any losses, claims, damages or liabilities that arise
out of, or are based upon, any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with any
information relating to such Holder furnished to the Company in writing by or
on behalf of such Holder expressly for use in any Registration Statement, any
Prospectus or any Free Writing Prospectus.


 


(c)           Each Market-Maker, severally and not
jointly, agrees to indemnify and hold harmless the Company and the Guarantors,
the directors and officers of the Company and the Guarantors who signed the
Market-Marking Registration Statement and each Person, if any, who controls the
Company or the Guarantors within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
indemnity set forth in paragraph (a) above, but only with respect to any
losses, claims, damages or liabilities that arise out of, or are based upon,
any untrue statement or omission or alleged untrue statement or omission made
in reliance upon and in conformity with any Market-Makers’ Information
furnished to the Company in writing by or on behalf of such Market-Maker
expressly for use in any Market-Marking Registration Statement, any Prospectus
and any Free Writing Prospectus.


 


(d)           If any suit, action, proceeding
(including any governmental or regulatory investigation), claim or demand shall
be brought or asserted against any Person in respect of which indemnification
may be sought pursuant to paragraph (a), (b) or (c) above, such
Person (the “Indemnified Person”) shall promptly notify the Person against whom
such indemnification may be sought (the “Indemnifying Person”) in writing; provided
that the failure to notify the Indemnifying Person shall not relieve it from
any liability that it may have under paragraph (a), (b) or (c) above
except to the extent that it has been materially prejudiced (through the
forfeiture of substantive rights or defenses) by such failure; and provided,
further, that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have to an Indemnified Person
otherwise than under paragraph (a), (b) or (c) above.  If any such proceeding shall be brought or
asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel
reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 6
that the Indemnifying Person may designate in such proceeding and shall pay the
fees and expenses of such proceeding and shall pay the fees and expenses of
such counsel related to such proceeding, as incurred.  In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary; (ii) the Indemnifying Person has failed
within a reasonable time to retain counsel reasonably satisfactory to the
Indemnified Person; (iii) the Indemnified Person shall have reasonably
concluded that there may be legal defenses available to it that are different
from or in addition to those available to the Indemnifying Person; or (iv) the
named parties in any such proceeding (including any


 


25

















 


impleaded
parties) include both the Indemnifying Person and the Indemnified Person and
representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them.  It is understood and agreed that the
Indemnifying Person shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all
Indemnified Persons, and that all such fees and expenses shall be reimbursed as
they are incurred.  Any such separate
firm (x) for any Initial Purchaser or any of the Market Makers, their
affiliates, directors and officers and any control Persons of such Initial
Purchaser or such Market Maker shall be designated in writing by J.P. Morgan, (y) for
any Holder, its directors and officers and any control Persons of such Holder
shall be designated in writing by the Majority Holders and (z) in all
other cases shall be designated in writing by the Company.  The Indemnifying Person shall not be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff,
the Indemnifying Person agrees to indemnify each Indemnified Person from and
against any loss or liability by reason of such settlement or judgment.  No Indemnifying Person shall, without the
written consent of the Indemnified Person, effect any settlement of any pending
or threatened proceeding in respect of which any Indemnified Person is or could
have been a party and indemnification could have been sought hereunder by such
Indemnified Person, unless such settlement (A) includes an unconditional
release of such Indemnified Person, in form and substance reasonably
satisfactory to such Indemnified Person, from all liability on claims that are
the subject matter of such proceeding and (B) does not include any
statement as to or any admission of fault, culpability or a failure to act by
or on behalf of any Indemnified Person.


 


(e)           If the indemnification provided for
in paragraphs (a), (b) and (c) above is unavailable to an Indemnified
Person or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each Indemnifying Person under such paragraph, in
lieu of indemnifying such Indemnified Person thereunder, shall contribute to
the amount paid or payable by such Indemnified Person as a result of such losses,
claims, damages or liabilities (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company and the Guarantors from
the offering of the Securities and the Exchange Securities, on the one hand,
and by the Holders from receiving Securities or Exchange Securities registered
under the Securities Act or by the Market Makers, on the other hand, or (ii) if
the allocation provided by clause (i) is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) but also the relative fault of the Company and
the Guarantors on the one hand and the Holders or the Market Makers on the
other in connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations.  The relative fault of
the Company and the Guarantors on the one hand and the Holders or the Market
Makers on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company and the Guarantors or by the Holders or the Market
Makers’ Information, as


 


26

















 


applicable,
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.


 


(f)            The Company, the Guarantors, the
Holders and the Market Makers agree that it would not be just and equitable if
contribution pursuant to this Section 6 were determined by pro  rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation that does not take account of the equitable
considerations referred to in paragraph (e) above.  The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages and liabilities referred to
in paragraph (e) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such
Indemnified Person in connection with any such action or claim.  Notwithstanding the provisions of this Section 6,
in no event shall a Holder or a Market Maker be required to contribute any
amount in excess of the amount by which the total price at which the Securities
or Exchange Securities sold by such Holder or the Securities sold by such
Market Maker exceeds the amount of any damages that such Holder or such Market
Maker has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. 
The Holders’ and the Market Makers’ obligations to contribute pursuant
to this Section 6 are several and not joint.


 


(g)           The remedies provided for in this Section 6
are not exclusive and shall not limit any rights or remedies that may otherwise
be available to any Indemnified Person at law or in equity.


 


(h)           The indemnity and contribution
provisions contained in this Section 6 shall remain operative and in full force
and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of the Initial Purchasers, the Market Makers
or any Holder or any Person controlling any Initial Purchaser, any Market Maker
or any Holder, or by or on behalf of the Company or the Guarantors or the
officers or directors of or any Person controlling the Company or the
Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any
sale of Registrable Securities pursuant to a Shelf Registration Statement or
the Market Making Registration Statement.


 


7.             General.


 


(a)           No Inconsistent
Agreements.   The Company and the Guarantors represent,
warrant and agree that (i) the rights granted to the Holders or the Market
Makers hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of any other outstanding securities issued or
guaranteed by the Company or any Guarantor under any other agreement and (ii) neither
the Company nor any Guarantor has entered into, or on or after the date of this
Agreement will enter into, any agreement that is inconsistent with the rights
granted to the Holders of 


 


27

















 


Registrable
Securities or the Market Makers in this Agreement or otherwise conflicts with
the provisions hereof.


 


(b)           Amendments and
Waivers.   The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company and the Guarantors have obtained the written consent
of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment, modification,
supplement, waiver or consent and with respect to the provisions of Section 5,
the written consent of each Market Maker that, at the time of the amendment,
modification, supplement, waiver or consent, owns (or any of its affiliates (as
defined in the rules and regulations of the SEC) owns) any equity
securities of the Company, the Guarantors or any of their affiliates; provided
that no amendment, modification, supplement, waiver or consent to any departure
from the provisions of Section 6 hereof shall be effective as against any
Holder of Registrable Securities or any Market Maker unless consented to in
writing by such Holder or such Market Maker, as applicable.  Any amendments, modifications, supplements,
waivers or consents pursuant to this Section 7(b) shall be by a
writing executed by each of the parties hereto.


 


(c)           Notices.  Except as otherwise specified herein, all
notices and other communications provided for or permitted hereunder shall be
made in writing by hand-delivery, registered first-class mail, telex,
telecopier, or any courier guaranteeing overnight delivery (i) if to a
Holder, at the most current address given by such Holder to the Company by
means of a notice given in accordance with the provisions of this Section 7(c),
which address initially is, with respect to the Initial Purchasers, the address
set forth in the Purchase Agreement; (ii) if to the Company and the
Guarantors, initially at the Company’s address set forth in the Purchase
Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 7(c); and (iii) if to
the Market Makers, initially at their respective addresses as set forth in Schedule
2 hereto and thereafter at such other addresses, notice of which is given
in accordance with the provisions of this Section (7)(c); and (iv) to
such other persons at their respective addresses as provided in the Purchase
Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 7(c).  All such notices and communications shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt is
acknowledged, if telecopied; and on the next Business Day if timely delivered
to an air courier guaranteeing overnight delivery.  Copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to
the Trustee, at the address specified in the Indenture.


 


(d)           Successors and Assigns. This
Agreement shall inure to the benefit of and be binding upon the successors,
assigns and transferees of each of the parties, including, without limitation
and without the need for an express assignment, subsequent Holders; provided
that nothing herein shall be deemed to permit any 


 


28

















 


assignment,
transfer or other disposition of Registrable Securities in violation of the
terms of the Purchase Agreement or the Indenture.  If any transferee of any Holder shall acquire
Registrable Securities in any manner, whether by operation of law or otherwise,
such Registrable Securities shall be held subject to all the terms of this
Agreement, and by taking and holding such Registrable Securities such Person
shall be conclusively deemed to have agreed to be bound by and to perform all
of the terms and provisions of this Agreement and such Person shall be entitled
to receive the benefits hereof.  The
Initial Purchasers (in their capacity as Initial Purchasers) shall have no
liability or obligation to the Company or the Guarantors with respect to any
failure by a Holder to comply with, or any breach by any Holder of, any of the
obligations of such Holder under this Agreement.


 


(e)           Third-Party Beneficiaries.  Each Holder shall be a third-party
beneficiary to the agreements made hereunder (excluding those agreements made
in Section 5 hereto) between the Company and the Guarantors, on the one
hand, and the Initial Purchasers and the Market Makers, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.


 


(f)            Counterparts.
This Agreement may be signed on counterparts (which may include counterparts
delivered by any standard forum of telecommunication), each of which shall be
an original and all of which together shall constitute one and the same
instrument.


 


(g)           Headings.  The headings in this Agreement are
for convenience of reference only, are not a part of this Agreement and shall
not limit or otherwise affect the meaning hereof.


 


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


 


(i)            Entire Agreement;
Severability.  This Agreement contains the entire agreement
between the parties relating to the subject matter hereof and supersedes all
oral statements and prior writings with respect thereto.  If any term, provision, covenant or
restriction contained in this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable or against public policy, the
remainder of the terms, provisions, covenants and restrictions contained herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.  The Company, the
Guarantors and the Initial Purchasers shall endeavor in good faith negotiations
to replace the invalid, void or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the
invalid, void or unenforceable provisions.


 


29

















 


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


 


	
   

  	
  THE
  READER’S DIGEST ASSOCIATION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas A. Williams

  
	
   

  	
  Name:

  	
  Thomas
  A. Williams

  
	
   

  	
  Title:

  	
  Senior
  Vice President and Chief

  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RDA
  HOLDING CO.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas A. Williams

  
	
   

  	
  Name:

  	
  Thomas
  A. Williams

  
	
   

  	
  Title:

  	
  Senior
  Vice President and Chief

  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EACH
  OF THE GUARANTORS LISTED

  ON EXHIBIT 1 HERETO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William H. Magill

  
	
   

  	
  Name:

  	
  William
  H. Magill

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  



 


[Signature
Page to Registration Rights Agreement]


 














 


EXHIBIT 1


 


Guarantors


 


	
  Entity

  	
   

  	
  Jurisdiction

  
	
  Alex
  Inc.

  	
   

  	
  Delaware

  
	
  Allrecipes.com, Inc.

  	
   

  	
  Washington

  
	
  Ardee
  Music Publishing, Inc.

  	
   

  	
  Delaware

  
	
  Christmas
  Angel Productions, Inc.

  	
   

  	
  Delaware

  
	
  Direct
  Entertainment Media Group, Inc.

  	
   

  	
  Delaware

  
	
  Direct
  Holdings Americas Inc.

  	
   

  	
  Delaware

  
	
  Direct
  Holdings Custom Publishing Inc.

  	
   

  	
  Delaware

  
	
  Direct
  Holdings Customer Service, Inc.

  	
   

  	
  Delaware

  
	
  Direct
  Holdings Education Inc.

  	
   

  	
  Delaware

  
	
  Direct
  Holdings Libraries Inc.

  	
   

  	
  New
  York

  
	
  Direct
  Holdings U.S. Corp.

  	
   

  	
  Delaware

  
	
  Funk &
  Wagnalls Yearbook Corp.

  	
   

  	
  Delaware

  
	
  Gareth
  Stevens, Inc.

  	
   

  	
  Wisconsin

  
	
  Home
  Service Publications, Inc.

  	
   

  	
  Delaware

  
	
  Pegasus
  Asia Investments, Inc.

  	
   

  	
  Delaware

  
	
  Pegasus
  Investment, Inc.

  	
   

  	
  Delaware

  
	
  Pegasus
  Sales, Inc.

  	
   

  	
  Delaware

  
	
  Pleasantville
  Music Publishing, Inc.

  	
   

  	
  Delaware

  
	
  R.D.
  Manufacturing Corporation

  	
   

  	
  Delaware

  
	
  RD
  Large Edition, Inc.

  	
   

  	
  Delaware

  
	
  RD
  Publications, Inc.

  	
   

  	
  Delaware

  
	
  RD
  Walking, Inc.

  	
   

  	
  Delaware

  
	
  RDA
  Holding Co.

  	
   

  	
  Delaware

  
	
  RDA
  Sub Co.

  	
   

  	
  Iowa

  
	
  RDCL, Inc.
  (f/n/a CompassLearning, Inc.)

  	
   

  	
  Delaware

  
	
  Reader’s
  Digest Children’s Publishing, Inc.

  	
   

  	
  Delaware

  
	
  Reader’s
  Digest Consumer Services, Inc.

  	
   

  	
  Delaware

  
	
  Reader’s
  Digest Entertainment, Inc.

  	
   

  	
  Delaware

  
	
  Reader’s
  Digest Financial Services, Inc.

  	
   

  	
  Delaware

  
	
  Reader’s
  Digest Latinoamerica S.A.

  	
   

  	
  Delaware

  
	
  Reader’s
  Digest Sales and Services, Inc.

  	
   

  	
  Delaware

  
	
  Reader’s
  Digest Sub Nine, Inc.

  	
   

  	
  Delaware

  
	
  Reader’s
  Digest Young Families, Inc.

  	
   

  	
  Delaware

  
	
  Reiman
  Manufacturing, LLC

  	
   

  	
  Delaware

  
	
  Reiman
  Media Group, Inc.

  	
   

  	
  Delaware

  
	
  Retirement
  Living Publishing Company, Inc.

  	
   

  	
  Delaware

  
	
  Saguaro
  Road Records, Inc.

  	
   

  	
  Delaware

  
	
  Taste
  of Home Media Group, Inc.

  	
   

  	
  Delaware

  
	
  Taste
  of Home Productions, Inc.

  	
   

  	
  Delaware

  
	
  Travel
  Publications, Inc.

  	
   

  	
  Delaware

  
	
  W.A.
  Publications, LLC

  	
   

  	
  Delaware

  
	
  WAPLA,
  LLC

  	
   

  	
  Delaware

  
	
  Weekly
  Reader Corporation

  	
   

  	
  Delaware

  
	
  Weekly
  Reader Custom Publishing, Inc.

  	
   

  	
  Delaware

  
	
  World
  Almanac Education Group, Inc.

  	
   

  	
  Delaware

  
	
  World
  Wide Country Tours, Inc.

  	
   

  	
  Delaware

  
	
  WRC
  Media Inc.

  	
   

  	
  Delaware

  



 

















 


 


Confirmed
and accepted as of the date first above written:


 


J.P.
MORGAN SECURITIES INC.


 


For
itself and on behalf of the

several Initial Purchasers listed

on Schedule 1 hereto


 


	
  By:

  	
  /s/ Jessica Kearns

  	
   

  
	
   

  	
  Name:

  	
  Jessica
  Kearns

  	
   

  
	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BANC OF AMERICA SECURITIES LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John M. Rote

  	
   

  
	
   

  	
  Name:

  	
  John
  M. Rote

  	
   

  
	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CREDIT SUISSE
  SECURITIES (USA) LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jeb Slowik

  	
   

  
	
   

  	
  Name:

  	
  Jeb
  Slowik

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GOLDMAN, SACHS & CO.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Goldman, Sachs & Co.

  	
   

  
	
  (Goldman, Sachs & Co.)