Exhibit
4.3


 




 


 





REGISTRATION
RIGHTS AGREEMENT


 


Dated as of June
6, 2003


 


By and Among


 


VERTIS, INC.,


 


the SUBSIDIARY
GUARANTORS


named herein


 


and


 


DEUTSCHE BANK
SECURITIES INC.

J.P. MORGAN SECURITIES INC.

BANC OF AMERICA SECURITIES LLC

FLEET SECURITIES, INC.


 


 


9 3/4 % Senior
Secured Second Lien Notes due 2009


 


 




 




















 


TABLE OF CONTENTS


 


	
  1.

  	
  Definitions

  
	
   

  	
   

  
	
  2.

  	
  Exchange Offer

  
	
   

  	
   

  
	
  3.

  	
  Shelf
  Registration

  
	
   

  	
   

  
	
  4.

  	
  Additional
  Interest

  
	
   

  	
   

  
	
  5.

  	
  Registration
  Procedures

  
	
   

  	
   

  
	
  6.

  	
  Registration
  Expenses

  
	
   

  	
   

  
	
  7.

  	
  Indemnification

  
	
   

  	
   

  
	
  8.

  	
  Rules 144
  and 144A

  
	
   

  	
   

  
	
  9.

  	
  Underwritten Registrations

  
	
   

  	
   

  
	
  10.

  	
  Miscellaneous

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  No Inconsistent Agreements

  
	
   

  	
  (b)

  	
  Adjustments Affecting Registrable Notes

  
	
   

  	
  (c)

  	
  Amendments and Waivers

  
	
   

  	
  (d)

  	
  Notices

  
	
   

  	
  (e)

  	
  Successors and Assigns

  
	
   

  	
  (f)

  	
  Counterparts

  
	
   

  	
  (g)

  	
  Headings

  
	
   

  	
  (h)

  	
  Governing Law

  
	
   

  	
  (i)

  	
  Severability

  
	
   

  	
  (j)

  	
  Notes Held by the Company or its Affiliates

  
	
   

  	
  (k)

  	
  Third Party Beneficiaries

  



 


i

















 


REGISTRATION
RIGHTS AGREEMENT


 


This Registration Rights
Agreement (the “Agreement”) is dated as of June 6, 2003, by and among
VERTIS, INC. a Delaware corporation (the “Company”), the subsidiaries of
the Company that are listed on the signature pages hereto (collectively, and
together with any subsidiary that in the future executes a supplemental
indenture pursuant to which such subsidiary agrees to guarantee the Notes (as
hereinafter defined), the “Guarantors” and, together with the Company,
the “Issuers”), and Deutsche Bank Securities Inc., J.P. Morgan Securities
Inc., Banc of America Securities LLC and Fleet Securities, Inc. (collectively,
the “Initial Purchasers”).


 


This Agreement is entered
into in connection with the Purchase Agreement, dated as of May 22, 2003, by
and among the Issuers and the Initial Purchasers (the “Purchase Agreement”),
which provides for the sale by the Company to the Initial Purchasers of
$350,000,000 aggregate principal amount of its 9 3/4 % Senior Secured Second
Lien Notes due 2009 (the “Notes”), guaranteed by the Guarantors (the “Guarantees”).  The Notes and the Guarantees are
collectively referred to herein as the “Securities.”  In order to induce the Initial Purchasers to
enter into the Purchase Agreement, the Issuers have agreed, among other things,
to provide the registration rights set forth in this Agreement for the benefit
of the Initial Purchasers and any subsequent holder or holders of the
Notes.  The execution and delivery of
this Agreement is a condition to the Initial Purchasers’ obligation to purchase
the Notes under the Purchase Agreement.


 


The parties hereby agree as follows:


 


1.  Definitions


 


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


 


Additional Interest:  See Section 4(a) hereof.


 


Advice:  See the last paragraph of Section 5 hereof.


 


Agreement:  See the introductory paragraphs hereto.


 


Applicable Period:  See Section 2(b) hereof.


 


Company:  See the introductory paragraphs hereto.


 

















 


Effectiveness Date:  With respect to (i) the Exchange Offer
Registration Statement, the 180th day after the Issue Date and (ii) any
Shelf Registration Statement, the 60th day after the Filing Date with respect
thereto.


 


Effectiveness Period:  See Section 3(a) hereof.


 


Event Date:  See Section 4(b) hereof.


 


Exchange Act:  The Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.


 


Exchange Notes:  See Section 2(a) hereof.


 


Exchange Offer:  See Section 2(a) hereof.


 


Exchange Offer
Registration Statement: 
See Section 2(a) hereof.


 


Filing Date:  (A) If no Registration Statement has
been filed by the Company pursuant to this Agreement, the 120th day after the
Issue Date; and (B) in any other case (which may be applicable
notwithstanding the consummation of the Exchange Offer), the 30th day after the
delivery of a Shelf Notice.


 


Guarantees:  See the introductory paragraphs hereto.


 


Guarantors:  See the introductory paragraphs hereto.


 


Holder:  Any holder of a Registrable Note or
Registrable Notes.


 


Indemnified Person:  See Section 7(c) hereof.


 


Indemnifying Person:  See Section 7(c) hereof.


 


Indenture:  The Indenture, dated as of June 6, 2003,
between the Issuers and The Bank of New York, as Trustee thereunder, pursuant
to which the Notes are issued, as amended or supplemented from time to time in
accordance with the terms thereof.


 


Initial Purchasers:  See the introductory paragraphs hereto.


 


Initial Shelf
Registration:  See
Section 3(a) hereof.


 


Inspectors:  See Section 5(n) hereof.


 


Issue Date:  June 6, 2003, the date of original issuance
of the Notes.


 


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Issuers:  See the introductory paragraphs hereto.


 


NASD:  See Section 5(s) hereof.


 


Notes:  See the introductory paragraphs hereto.


 


Participant:  See Section 7(a) hereof.


 


Participating
Broker-Dealer:  See
Section 2(b) hereof.


 


Person:  An individual, trustee, corporation,
partnership, joint stock company, trust, unincorporated association, union,
business association, firm or other legal entity.


 


Private Exchange:  See Section 2(b) hereof.


 


Private Exchange Notes:  See Section 2(b) hereof.


 


Prospectus:  The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance
upon Rule 430A under the Securities Act and any term sheet filed pursuant to
Rule 434 under the Securities Act), as amended or supplemented by any
prospectus supplement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.


 


Purchase Agreement:  See the introductory paragraphs hereto.


 


Records:  See Section 5(n) hereof.


 


Registrable Notes:  Each Security upon its original issuance and
at all times subsequent thereto, each Exchange Note (and the related Guarantees)
as to which Section 2(c)(iv) hereof is applicable upon original issuance and at
all times subsequent thereto and each Private Exchange Note (and the related
Guarantees) upon original issuance thereof and at all times subsequent thereto,
until (i) a Registration Statement (other than, with respect to any
Exchange Note as to which Section 2(c)(iv) hereof is applicable, the Exchange
Offer Registration Statement) covering such Security, Exchange Note or Private
Exchange Note has been declared effective by the SEC and such Security,
Exchange Note or such Private Exchange Note, as the case may be, has been
disposed of in accordance with such effective Registration Statement,
(ii) such Security has been exchanged pursuant to the Exchange Offer for
an Exchange Note or Exchange Notes that may be resold without restriction under
federal securities laws, (iii) such Security, Exchange Note or Private
Exchange Note, as the case may be, ceases to be outstanding for purposes of the
Indenture or (iv) such Security, Exchange


 


3

















 


Note or Private Exchange Note, as the case may be, may be resold
without restriction pursuant to Rule 144 under the Securities Act.


 


Registration Statement:  Any registration statement of the Issuers that
covers any of the Notes, the Exchange Notes or the Private Exchange Notes filed
with the SEC under the Securities Act, including the Prospectus, amendments and
supplements to such registration statement, including post-effective
amendments, all exhibits, and all material incorporated by reference or deemed
to be incorporated by reference in such registration statement.


 


Rule 144:  Rule 144 promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule (other
than Rule 144A) or regulation hereafter adopted by the SEC providing for
offers and sales of securities made in compliance therewith resulting in offers
and sales by subsequent holders that are not affiliates of the Issuers of such
securities being free of the registration and prospectus delivery requirements
of the Securities Act.


 


Rule 144A:  Rule 144A promulgated under the Securities
Act, as such rule may be amended from time to time, or any similar rule (other
than Rule 144) or regulation hereafter adopted by the SEC.


 


Rule 415:  Rule 415 promulgated under the Securities
Act, as such rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC.


 


Securities Act:  The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.


 


SEC:  The Securities and Exchange Commission.


 


Shelf Notice:  See Section 2(c) hereof.


 


Shelf Registration:  See Section 3(b) hereof.


 


Shelf Registration
Statement:  Any
Registration Statement relating to a Shelf Registration.


 


Subsequent Shelf
Registration:  See
Section 3(b) hereof.


 


TIA:  The Trust Indenture Act of 1939, as amended.


 


Trustee:  The trustee under the Indenture.


 


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Underwritten registration
or underwritten offering: 
A registration in which Notes of one or more of the Issuers are sold to
an underwriter for reoffering to the public.


 


2.  Exchange Offer


 


(a)  To the
extent not prohibited by applicable laws, rules, regulations or applicable interpretations
of the staff of the SEC, the Issuers shall file with the SEC, no later than the
Filing Date, a Registration Statement (the “Exchange Offer Registration
Statement”) on an appropriate registration form with respect to a
registered offer (the “Exchange Offer”) to exchange any and all of the
Registrable Notes for the same aggregate principal amount of notes (the “Exchange
Notes”) of the Company, guaranteed by the Guarantors, that are identical in
all material respects to the Notes except that the Exchange Notes shall contain
no restrictive legend thereon.  The
Exchange Offer shall comply with all applicable tender offer rules and
regulations under the Exchange Act and other applicable laws. The Issuers shall
use their reasonable best efforts to (x) cause the Exchange Offer
Registration Statement to be declared effective under the Securities Act on or
before the Effectiveness Date; (y) keep the Exchange Offer open for not
less than 30 days (or longer if required by applicable law) after the date that
notice of the Exchange Offer is mailed to Holders; and (z) consummate the
Exchange Offer on or prior to the 45th day following the date on which the
Exchange Offer Registration Statement is declared effective by the SEC.  If, after the Exchange Offer Registration
Statement is initially declared effective by the SEC, the Exchange Offer or the
issuance of the Exchange Notes thereunder is interfered with by any stop order,
injunction or other order or requirement of the SEC or any other governmental
agency or court, the Exchange Offer Registration Statement shall be deemed not
to have become effective for purposes of this Agreement.


 


Each Holder that participates in the Exchange Offer
will be required to represent that any Exchange Notes to be received by it will
be acquired in the ordinary course of its business, that at the time of the
consummation of the Exchange Offer such Holder will have no arrangement or
understanding with any Person to participate in the distribution of the Exchange
Notes in violation of the provisions of the Securities Act, and that such
Holder is not an affiliate of any of the Issuers within the meaning of the
Securities Act.


 


Upon consummation of the Exchange Offer in accordance
with this Section 2, the provisions of this Agreement shall continue to
apply, solely with respect to Registrable Notes that are Private Exchange
Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange
Notes held by Participating Broker-Dealers, and the Issuers shall have no
further obligation to register Registrable Notes (other than Private Exchange
Notes and other than in respect of any Exchange Notes as to which clause
2(c)(iv) hereof applies) pursuant to this Agreement.  No Notes other than the Exchange Notes shall be included in the
Exchange Offer Registration Statement.


 


5

















 


(b)  The
Issuers shall include within the Prospectus contained in the Exchange Offer
Registration Statement a section entitled “Plan of Distribution,” reasonably
acceptable to the Holders, which shall contain such information as the Initial
Purchasers shall reasonably request.


 


The Issuers shall use their reasonable best efforts to
keep the Exchange Offer Registration Statement effective and to amend and
supplement the Prospectus contained therein in order to permit such Prospectus
to be lawfully delivered by all Persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as is necessary to
comply with applicable law in connection with any resale of the Exchange Notes
covered thereby; provided, however, that such period shall not
exceed 180 days after such Exchange Offer Registration Statement is
declared effective (or such longer period if extended pursuant to the last
paragraph of Section 5 hereof) (the “Applicable Period”).


 


If, prior to consummation of the Exchange Offer, the
Initial Purchasers hold any Securities acquired by them that have, or that are
reasonably likely to be determined to have, the status of an unsold allotment
in an initial distribution, or any Holder is not entitled to participate in the
Exchange Offer, the Issuers upon the request of any such Holder shall simultaneously
with the delivery of the Exchange Notes in the Exchange Offer, issue and deliver
to any such Holder, in exchange (the “Private Exchange”) for such
Securities held by any such Holder, the same principal amount of notes (the “Private
Exchange Notes”) of the Company, guaranteed by the Guarantors, that are
identical in all material respects to the Exchange Notes (except that they may
bear a customary legend with respect to restrictions on transfer).  The Private Exchange Notes shall be issued
pursuant to the same indenture as the Exchange Notes.  The Issuers shall use their reasonable best efforts to cause the
Private Exchange Notes, subsequent to the sale thereof pursuant to an effective
Shelf Registration (as defined in Section 3(b) hereof) and removal of any
legends restricting the transfer of such Private Exchange Notes, to bear the
same CUSIP number as the Exchange Notes.


 


Interest on the Exchange Notes and the Private
Exchange Notes will accrue from (A) the later of (i) the last
interest payment date on which interest was paid on the Notes surrendered in
exchange therefor or (ii) if the Notes are surrendered for exchange on a
date in a period which includes the record date for an interest payment date to
occur on or after the date of such exchange and as to which interest will be
paid, the date of such interest payment or (B) if no interest has been
paid on the Notes, from the Issue Date.


 


In connection with the Exchange Offer, the Issuers
shall:


 


(1)                  mail, or cause
to be mailed, to each Holder entitled to participate in the Exchange Offer a
copy of the Prospectus forming part of the Exchange Offer Registration
Statement, together with an appropriate letter of transmittal and related documents;


 


6

















 


(2)                  keep the
Exchange Offer open for not less than 30 days after the date that notice of the
Exchange Offer is mailed to Holders (or longer if required by applicable law);


 


(3)                  utilize the
services of a depositary for the Exchange Offer with an address in the Borough
of Manhattan, The City of New York;


 


(4)                  permit Holders
to withdraw tendered Notes at any time prior to the close of business, New York
time, on the last business day on which the Exchange Offer shall remain open;
and


 


(5)                  otherwise comply
in all material respects with all applicable laws, rules and regulations.


 


As soon as practicable after the close of the Exchange
Offer and the Private Exchange, if any, the Issuers shall:


 


(1)                  accept for
exchange all Registrable Notes validly tendered and not validly withdrawn
pursuant to the Exchange Offer and the Private Exchange, if any;


 


(2)                  deliver to the
Trustee for cancellation all Registrable Notes so accepted for exchange; and


 


(3)                  cause the
Trustee to authenticate and deliver to each Holder of Securities, Exchange
Notes or Private Exchange Notes, as the case may be, equal in principal amount
to the Notes of such Holder so accepted for exchange.


 


The Exchange Offer and
the Private Exchange shall not be subject to any conditions, other than that
(i) the Exchange Offer or Private Exchange, as the case may be, does not
violate applicable law or any applicable interpretation of the staff of the
SEC, (ii) no action or proceeding shall have been instituted or threatened
in any court or by any governmental agency which would be reasonably likely to
materially impair the ability of the Issuers to proceed with the Exchange Offer
or the Private Exchange, and no material adverse development shall have
occurred in any existing action or proceeding with respect to the Issuers and
(iii) all governmental approvals shall have been obtained, which approvals
the Issuers deem necessary for the consummation of the Exchange Offer or
Private Exchange.


 


The Exchange Notes and
the Private Exchange Notes shall be issued under (i) the Indenture or
(ii) an indenture identical in all material respects to the Indenture and
which, in either case, has been qualified under the TIA or is exempt from such
qualification and shall provide that the Exchange Notes shall not be subject to
the transfer restrictions set forth in the Indenture.  The Indenture provides or such indenture shall provide that the


 


7

















 


Exchange Notes, the Private Exchange Notes and the Notes shall vote and
consent together on all matters as one class and that none of the Exchange
Notes, the Private Exchange Notes or the Notes will have the right to vote or
consent as a separate class on any matter.


 


(c)  If, (i) because of any change in law or
in currently prevailing interpretations of the staff of the SEC, the Issuers
are not permitted to effect the Exchange Offer, (ii) the Exchange Offer is
not consummated within 225 days of the Issue Date, (iii) the Initial Purchasers
or any holder of Private Exchange Notes so requests in writing to the Company
at any time after the consummation of the Exchange Offer, or (iv) in the
case of any Holder that participates in the Exchange Offer, such Holder does
not receive Exchange Notes 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 Issuers within the meaning of
the Securities Act) and so notifies the Company within 30 days after such
Holder first becomes aware of such restrictions, in the case of each of clauses
(i) to and including (iv) of this sentence, then the Issuers shall promptly
deliver to the Holders and the Trustee written notice thereof (the “Shelf
Notice”) and as promptly as possible shall file a Shelf Registration pursuant
to Section 3 hereof.


 


3.  Shelf
Registration


 


If at any time a Shelf
Notice is delivered as contemplated by Section 2(c) hereof, then:


 


(a)  Shelf Registration.  The Issuers shall as promptly as possible
file with the SEC a Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415 covering all of the Registrable Notes not
permitted to be exchanged in the Exchange Offer in accordance with the terms of
this Agreement, Private Exchange Notes and Exchange Notes as to which Section
2(c)(iv) is applicable (the “Initial Shelf Registration”).  The Issuers shall use their reasonable best
efforts to file with the SEC the Initial Shelf Registration on or before the
applicable Filing Date.  The Initial
Shelf Registration shall be on Form S-1 or another appropriate form permitting
registration of such Registrable Notes for resale by Holders in the manner or
manners designated by them (including, without limitation, one or more
underwritten offerings).  The Issuers
shall not permit any Notes other than the Registrable Notes to be included in
the Initial Shelf Registration or any Subsequent Shelf Registration (as defined
below).


 


The
Issuers shall use their reasonable best efforts to cause the Initial Shelf
Registration to be declared effective under the Securities Act on or prior to
the Effectiveness Date and to keep the Initial Shelf Registration continuously
effective under the Securities Act until the date which is the earlier of two
years after the Issue Date (the “Effectiveness Period”), or such shorter
period ending when all Registrable


 


8

















 


Notes covered by the
Shelf Registration have been sold in the manner set forth and as contemplated
in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration;
provided, however, that the Effectiveness Period in respect of
the Initial Shelf Registration shall be extended to the extent required to
permit dealers to comply with the applicable prospectus delivery requirements
of Rule 174 under the Securities Act and as otherwise provided herein and shall
be subject to reduction to the extent that the applicable provisions of Rule
144(k) are amended or revised to reduce the two year holding period set forth
therein.


 


No
holder of Registrable Notes may include any of its Registrable Notes in any
Shelf Registration Statement pursuant to this Agreement unless and until such
holder furnishes to the Company in writing, within 15 business days after
receipt of a request therefor, such information as the Company may reasonably
request for use in connection with any Shelf Registration Statement or
Prospectus or preliminary prospectus included therein.  No holder of Registrable Notes shall be
entitled to Additional Interest pursuant to Section 4 hereof unless and
until such holder shall have provided all such reasonably requested
information.  Each holder of Registrable
Notes as to which any Shelf Registration Statement is being effected agrees to
furnish promptly to the Company all information required to be disclosed in
order to make information previously furnished to the Company by such Holder
not materially misleading.


 


(b)  Subsequent Shelf Registrations.  If the Initial Shelf Registration or any
Subsequent Shelf Registration ceases to be effective for any reason at any time
during the Effectiveness Period (other than because of the sale of all of the
Notes registered thereunder), the Issuers shall use their reasonable best
efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within 30 days of such cessation
of effectiveness amend the Initial Shelf Registration in a manner to obtain the
withdrawal of the order suspending the effectiveness thereof, or file an
additional Shelf Registration Statement pursuant to Rule 415 covering all of
the Registrable Notes covered by and not sold under the Initial Shelf
Registration or an earlier Subsequent Shelf Registration (each, a “Subsequent
Shelf Registration”).  If a
Subsequent Shelf Registration is filed, the Issuers shall use their reasonable
best efforts to cause the Subsequent Shelf Registration to be declared
effective under the Securities Act as soon as practicable after such filing and
to keep such subsequent Shelf Registration continuously effective for a period
equal to the number of days in the Effectiveness Period less the aggregate
number of days during which the Initial Shelf Registration or any Subsequent
Shelf Registration was previously continuously effective.  As used herein the term “Shelf
Registration” means the Initial Shelf Registration and any Subsequent Shelf
Registration.


 


9

















 


(c)  Supplements and Amendments.  The Issuers shall promptly supplement and
amend any Shelf Registration if required by the rules, regulations or
instructions applicable to the registration form used for such Shelf
Registration, if required by the Securities Act, or if reasonably requested by
the Holders of a majority in aggregate principal amount of the Registrable
Notes covered by such Registration Statement or by any underwriter of such
Registrable Notes.


 


(d)  Withdrawal of Stop Orders.  If the Shelf Registration ceases to be
effective for any reason at any time during the Effectiveness Period (other
than because of the sale of all of the Notes registered thereunder), the Issuers
shall use their reasonable best efforts to obtain the prompt withdrawal of any
order suspending the effectiveness thereof.


 


4.  Additional
Interest


 


(a)  The
Issuers and the Initial Purchasers agree that the Holders will suffer damages
if the Issuers fail to fulfill their respective obligations under
Section 2 or Section 3 hereof and that it would not be feasible to
ascertain the extent of such damages with precision.  Accordingly, the Issuers agree, to pay, jointly and severally, as
liquidated damages, additional interest on the Notes (“Additional Interest”)
under the circumstances and to the extent set forth below (each of which shall
be given independent effect):


 


(i)                  if
(A) neither the Exchange Offer Registration Statement nor the Initial Shelf
Registration has been filed on or prior to the Filing Date applicable thereto
or (B) notwithstanding that the Issuers have consummated or will consummate the
Exchange Offer, the Issuers are required to file a Shelf Registration and such
Shelf Registration is not filed on or prior to the Filing Date applicable
thereto, then, commencing on the day after any such Filing Date, Additional
Interest shall accrue on the principal amount of the Notes at a rate of 0.50%
per annum for the first 90 days immediately following such applicable Filing
Date, and such Additional Interest rate shall increase by an additional 0.50%
per annum at the beginning of each subsequent 90 day period; or


 


(ii)               if
(A) neither the Exchange Offer Registration Statement nor the Initial Shelf
Registration is declared effective by the SEC on or prior to the Effectiveness
Date applicable thereto or (B) notwithstanding that the Issuers have
consummated or will consummate the Exchange Offer, the Issuers are required to
file a Shelf Registration and such Shelf Registration is not declared effective
by the SEC on or prior to the Effectiveness Date applicable to such Shelf
Registration, then, commencing on the day after such Effectiveness Date,
Additional Interest shall accrue on the principal amount of the Notes at a rate
of 0.50% per annum for the first 90 days immediately following the day after
such Effectiveness Date, and such Additional


 


10

















 


Interest rate
shall increase by an additional 0.50% per annum at the beginning of each
subsequent 90 day period; or


 


(iii)            if (A) the Issuers have not exchanged
Exchange Notes for all Notes validly tendered in accordance with the terms of
the Exchange Offer on or prior to the 45th day after the date on which the Exchange
Offer Registration Statement relating thereto was declared effective or (B) if
applicable, a Shelf Registration has been declared effective and such Shelf
Registration ceases to be effective at any time during the Effectiveness
Period, then Additional Interest shall accrue on the principal amount of the
Notes at a rate of 0.50% per annum for the first 90 days commencing on the
(x) 46th day after such effective date, in the case of (A) above, or (y)
the day such Shelf Registration ceases to be effective in the case of (B)
above, and such Additional Interest rate shall increase by an additional 0.50%
per annum at the beginning of each such subsequent 90 day period;


 


provided,
however, that the Additional Interest rate on the Notes may not accrue
under more than one of the foregoing clauses (i)-(iii) at any one time and
at no time shall the aggregate amount of additional interest accruing exceed in
the aggregate 1.0% per annum; provided, further, however,
that (1) upon the filing of the applicable Exchange Offer Registration
Statement or the applicable Shelf Registration as required hereunder (in the
case of clause (i) above of this Section 4), (2) upon the effectiveness of
the Exchange Offer Registration Statement or the applicable Shelf Registration
Statement as required hereunder (in the case of clause (ii) of this
Section 4), or (3) upon the exchange of the Exchange Notes for all
Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon
the effectiveness of the applicable Shelf Registration Statement which had
ceased to remain effective (in the case of (iii)(B) of this Section 4),
Additional Interest on the Notes in respect of which such events relate as a
result of such clause (or the relevant subclause thereof), as the case may be,
shall cease to accrue.


 


(b)  The
Issuers shall notify the Trustee within one business day after each and every
date on which an event occurs in respect of which Additional Interest is
required to be paid (an “Event Date”). 
Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or
(a)(iii) of this Section 4 will be payable in cash semiannually on each
October 1 and April 1 (to the holders of record on the September 15 and March
15 immediately preceding such dates), commencing with the first such date
occurring after any such Additional Interest commences to accrue.  The amount of Additional Interest will be
determined by multiplying the applicable Additional Interest rate by the
principal amount of the Registrable Notes, multiplied by a fraction, the numerator
of which is the number of days such Additional Interest rate was applicable
during such period (determined on the basis of a 360 day year comprised of
twelve 30 day months and, in the case of a partial month, the actual
number of days elapsed), and the denominator of which is 360.


 


11

















 


5.  Registration
Procedures


 


In connection with the
filing of any Registration Statement pursuant to Sections 2 or 3 hereof, the
Issuers shall effect such registrations to permit the sale of the Notes covered
thereby in accordance with the intended method or methods of disposition
thereof, and pursuant thereto and in connection with any Registration Statement
filed by the Issuers hereunder each of the Issuers shall:


 


(a)  Prepare
and file with the SEC prior to the applicable Filing Date, a Registration
Statement or Registration Statements as prescribed by Sections 2 or 3 hereof,
and use its reasonable best efforts to cause each such Registration Statement
to become effective and remain effective as provided herein; provided, however,
that, if (1) such filing is pursuant to Section 3 hereof or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period relating thereto, before filing any Registration
Statement or Prospectus or any amendments or supplements thereto, the Issuers shall
furnish to and afford the Holders of the Registrable Notes covered by such
Registration Statement or each such Participating Broker-Dealer, as the case
may be, their counsel and the managing underwriters, if any, a reasonable
opportunity to review copies of all such documents (including copies of any
documents to be incorporated by reference therein and all exhibits thereto)
proposed to be filed (in each case at least five business days prior to such
filing, or such later date as is reasonable under the circumstances).  The Issuers shall not file any Registration
Statement or Prospectus or any amendments or supplements thereto if the Holders
of a majority in aggregate principal amount of the Registrable Notes covered by
such Registration Statement, their counsel, or the managing underwriters, if
any, shall reasonably object.


 


(b)  Prepare
and file with the SEC such amendments and post-effective amendments to each
Shelf Registration Statement or Exchange Offer Registration Statement, as the
case may be, as may be necessary to keep such Registration Statement
continuously effective for the Effectiveness Period or the Applicable Period or
until consummation of the Exchange Offer, as the case may be; cause the related
Prospectus to be supplemented by any Prospectus supplement required by
applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any
similar provisions then in force) promulgated under the Securities Act; and
comply with the provisions of the Securities Act and the Exchange Act applicable
to it with respect to the disposition of all Notes covered by such Registration
Statement as so amended or in such Prospectus as so supplemented and with
respect to the subsequent resale of any Notes being sold by a Participating
Broker-Dealer covered by any such Prospectus.


 


12

















 


(c)  If (1) a
Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus
contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period relating thereto from whom any Issuer has received written
notice that it will be a Participating Broker-Dealer in the Exchange Offer,
notify the selling Holders of Registrable Notes, or each such Participating
Broker-Dealer, as the case may be, their counsel and the managing underwriters,
if any, promptly (but in any event within two business days), and confirm such
notice in writing, (i) when a Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to a Registration
Statement or any post-effective amendment, when the same has become effective under
the Securities Act (including in such notice a written statement that any
Holder may, upon request, obtain, at the sole expense of the Issuers, one
conformed copy of such Registration Statement or post-effective amendment
including financial statements and schedules, documents incorporated or deemed
to be incorporated by reference therein and exhibits), (ii) of the
issuance by the SEC of any stop order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of any
preliminary prospectus or the initiation of any proceedings for that purpose,
(iii) if at any time when a prospectus is required by the Securities Act
to be delivered in connection with sales of the Registrable Notes or resales of
Exchange Notes by Participating Broker-Dealers the representations and
warranties of the Issuers contained in any agreement (including any
underwriting agreement) contemplated by Section 5(m) hereof cease to be true
and correct in all material respects, (iv) of the receipt by any Issuer of
any notification with respect to the suspension of the qualification or exemption
from qualification of a Registration Statement or any of the Registrable Notes
or the Exchange Notes to be sold by any Participating Broker-Dealer for offer
or sale in any jurisdiction, or the initiation or threatening of any proceeding
for such purpose, (v) of the happening of any event, the existence of any
condition or any information becoming known that makes any statement made in
such Registration Statement or related Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material
respect or that requires the making of any changes in or amendments or
supplements to such Registration Statement, Prospectus or documents so that, in
the case of the Registration Statement, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
that in the case of the Prospectus, it will not contain any untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and (vi) of the
Issuers’ determination that a post-effective amendment to a Registration
Statement would be appropriate.


 


13

















 


(d)  If (1) a
Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, use its reasonable best efforts to prevent the issuance
of any order suspending the effectiveness of a Registration Statement or of any
order preventing or suspending the use of a Prospectus or suspending the
qualification (or exemption from qualification) of any of the Registrable Notes
or the Exchange Notes to be sold by any Participating Broker-Dealer, for sale
in any jurisdiction, and, if any such order is issued, to use its best efforts
to obtain the withdrawal of any such order at the earliest possible date.


 


(e)  If a Shelf
Registration is filed pursuant to Section 3 and if requested by the
managing underwriter or underwriters (if any), the Holders of a majority in
aggregate principal amount of the Registrable Notes being sold in connection
with an underwritten offering or any Participating Broker-Dealer,
(i) promptly as commercially practicable incorporate in a prospectus
supplement or post-effective amendment such information as the managing
underwriter or underwriters (if any), such Holders, any Participating
Broker-Dealer or counsel for any of them reasonably request to be included
therein, (ii) make all required filings of such prospectus supplement or
such post-effective amendment as soon as commercially practicable after any
Issuer has received notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment, and (iii) supplement or
make amendments to such Registration Statement.


 


(f)  If (1) a
Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus
contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, furnish to each selling Holder of Registrable Notes and to
each such Participating Broker-Dealer who so requests and to counsel and each
managing underwriter, if any, at the sole expense of the Issuers, one conformed
copy of the Registration Statement or Registration Statements and each
post-effective amendment thereto, including financial statements and schedules,
and, if requested, all documents incorporated or deemed to be incorporated
therein by reference and all exhibits.


 


(g)  If (1) a
Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, deliver to each selling Holder of Registrable Notes, or
each such Participating


 


14

















 


Broker-Dealer, as
the case may be, their respective counsel, and the underwriters, if any, at the
sole expense of the Issuers, as many copies of the Prospectus or Prospectuses
(including each form of preliminary prospectus) and each amendment or
supplement thereto and any documents incorporated by reference therein as such
Persons may reasonably request; and, subject to the last paragraph of this
Section 5, the Issuers hereby consent to the use of such Prospectus and
each amendment or supplement thereto by each of the selling Holders of
Registrable Notes or each such Participating Broker-Dealer, as the case may be,
and the underwriters or agents, if any, and dealers (if any), in connection
with the offering and sale of the Registrable Notes covered by, or the sale by
Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus
and any amendment or supplement thereto.


 


(h)  Prior to
any public offering of Registrable Notes or any delivery of a Prospectus
contained in the Exchange Offer Registration Statement by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, to
use its reasonable best efforts to register or qualify, and to cooperate with
the selling Holders of Registrable Notes or each such Participating
Broker-Dealer, as the case may be, the managing underwriter or underwriters, if
any, and their respective counsel in connection with the registration or
qualification (or exemption from such registration or qualification) of such
Registrable Notes for offer and sale under the securities or Blue Sky laws of
such jurisdictions within the United States as any selling Holder,
Participating Broker-Dealer, or the managing underwriter or underwriters
reasonably request in writing; provided, however, that where
Exchange Notes held by Participating Broker-Dealers or Registrable Notes are
offered other than through an underwritten offering, the Issuers agree to cause
their counsel to perform Blue Sky investigations and file registrations and
qualifications required to be filed pursuant to this Section 5(h); keep each such
registration or qualification (or exemption therefrom) effective during the
period such Registration Statement is required to be kept effective and do any
and all other acts or things reasonably necessary to enable the disposition in
such jurisdictions of the Exchange Notes held by Participating Broker-Dealers
or the Registrable Notes covered by the applicable Registration Statement; provided,
however, that no Issuer shall be required to (A) qualify generally to do
business in any jurisdiction where it is not then so qualified, (B) take any
action that would subject it to general service of process in any such
jurisdiction where it is not then so subject or (C) subject itself to taxation
in excess of the dollar amount in any such jurisdiction where it is not then so
subject.


 


(i)  If a Shelf
Registration is filed pursuant to Section 3 hereof, cooperate with the
selling Holders of Registrable Notes and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Registrable Notes to be sold, which certificates
shall not bear any restrictive legends


 


15

















 


and shall be in a
form eligible for deposit with The Depository Trust Company; and enable such
Registrable Notes to be in such denominations and registered in such names as
the managing underwriter or underwriters, if any, or Holders may request.


 


(j)  Use its
reasonable best efforts to cause the Registrable Notes covered by the
Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be reasonably necessary to enable
the seller or sellers thereof or the underwriter or underwriters, if any, to
consummate the disposition of such Registrable Notes, except as may be required
solely as a consequence of the nature of such selling Holder’s business, in
which case the Issuers will cooperate in all reasonable respects with the
filing of such Registration Statement and the granting of such approvals.


 


(k)  If (1) a
Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, upon the occurrence of any event contemplated by
paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly as commercially practicable
prepare and (subject to Section 5(a) hereof) file with the SEC, at the
sole expense of the Issuers, a supplement or post-effective amendment to the
Registration Statement or a supplement to the related Prospectus or any
document incorporated or deemed to be incorporated therein by reference, or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Notes being sold thereunder or to the purchasers
of the Exchange Notes to whom such Prospectus will be delivered by a
Participating Broker-Dealer, any such Prospectus will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.


 


(l)  Prior to
the effective date of the first Registration Statement relating to the
Registrable Notes, (i) provide the Trustee with certificates for the
Registrable Notes or Exchange Notes, as the case may be, in a form eligible for
deposit with The Depository Trust Company and (ii) provide a CUSIP number
for the Registrable Notes or Exchange Notes, as the case may be.


 


(m)  In
connection with any underwritten offering of Registrable Notes pursuant to a
Shelf Registration, enter into an underwriting agreement as is customary in
underwritten offerings of debt securities similar to the Notes in form and
substance reasonably satisfactory to the Company and take all such other
actions as are reasonably requested by the managing underwriter or underwriters
in order to expedite


 


16

















 


or facilitate the
registration or the disposition of such Registrable Notes and, in such
connection, (i) make such representations and warranties to, and covenants
with, the underwriters with respect to the business of the Company and its
subsidiaries and the Registration Statement, Prospectus and documents, if any,
incorporated or deemed to be incorporated by reference therein, in each case,
as are customarily made by issuers to underwriters in underwritten offerings of
debt securities similar to the Notes, and confirm the same in writing if and
when requested in form and substance reasonably satisfactory to the Issuers;
(ii) obtain the written opinion of counsel to the Issuers and written updates
thereof in form, scope and substance reasonably satisfactory to the managing
underwriter or underwriters, addressed to the underwriters covering the matters
customarily covered in opinions reasonably requested in underwritten offerings
of debt securities similar to the Notes and such other matters as may be
reasonably requested by the managing underwriter or underwriters;
(iii) use its reasonable best efforts to obtain “cold comfort” letters and
updates thereof in form, scope and substance reasonably satisfactory to the
managing underwriter or underwriters from the independent certified public
accountants of the Company (and, if necessary, any other independent certified
public accountants of any subsidiary of the Company or of any business acquired
by the Company for which financial statements and financial data are, or are
required to be, included or incorporated by reference in the Registration
Statement), addressed to the underwriter, such letters to be in customary form
and covering matters of the type customarily covered in “cold comfort” letters
in connection with underwritten offerings of debt securities similar to the
Notes and such other matters as reasonably requested by the managing
underwriter or underwriters as permitted by the Statement on Auditing Standards
No. 72; and (iv) if an underwriting agreement is entered into, the same
shall contain indemnification provisions and procedures no less favorable to
the sellers and underwriters, if any, than those set forth in Section 7
hereof (or such other provisions and procedures acceptable to Holders of a
majority in aggregate principal amount of Registrable Notes covered by such
Registration Statement and the managing underwriter or underwriters or agents,
if any).  The above shall be done at
each closing under such underwriting agreement, or as and to the extent
required thereunder.


 


(n)  If (1) a
Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, make available for inspection by any selling Holder of
such Registrable Notes being sold, or each such Participating Broker-Dealer, as
the case may be, any underwriter participating in any such disposition of
Registrable Notes, if any, and any attorney, accountant or other agent retained
by any such selling Holder or each such Participating Broker-Dealer, as the
case may be, or underwriter (collectively, the


17

















 


“Inspectors”),
at the offices where normally kept, during reasonable business hours, all
financial and other records, pertinent corporate documents and instruments of
the Company and its subsidiaries (collectively, the “Records”) as shall
be reasonably necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, directors and employees of the Company
and its subsidiaries to supply all information reasonably requested by any such
Inspector in connection with such Registration Statement and Prospectus.  Each Inspector shall agree in writing that
it will keep the Records confidential and that it will not disclose any of the
Records unless (i) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in such Registration Statement or
Prospectus, (ii) the release of such Records is ordered pursuant to a
subpoena or other order from a court of competent jurisdiction,
(iii) disclosure of such information is necessary or advisable, in the
opinion of counsel for any Inspector, in connection with any action, claim,
suit or proceeding, directly or indirectly, involving or potentially involving
such Inspector and arising out of, based upon, relating to, or involving this
Agreement or the Purchase Agreement, or any transactions contemplated hereby or
thereby or arising hereunder or thereunder, or (iv) the information in
such Records has been made generally available to the public.  Each selling Holder of such Registrable
Notes and each such Participating Broker-Dealer will be required to agree that
information obtained by it as a result of such inspections shall be deemed
confidential and shall not be used by it as the basis for any market
transactions in the securities of any Issuer unless and until such is made
generally available to the public.  Each
selling Holder of such Registrable Notes and each such Participating
Broker-Dealer will be required to further agree that it will, upon learning
that disclosure of such Records is sought in a court of competent jurisdiction,
give notice to the Company and allow the Company to undertake appropriate
action to prevent disclosure of the Records deemed confidential at the Issuers’
expense.


 


(o)  Provide
the Trustee for the Registrable Notes or the Exchange Notes, as the case may
be, and cause the Indenture or the trust indenture provided for in Section 2(a)
hereof, as the case may be, to be qualified under the TIA not later than the
effective date of the first Registration Statement relating to the Registrable
Notes; and in connection therewith, cooperate with the trustee under any such
indenture and the Holders of the Registrable Notes, to effect such changes to
such indenture as may be required for such indenture to be so qualified in
accordance with the terms of the TIA; and execute, and use its reasonable best
efforts to cause such trustee to execute, all documents as may be required to
effect such changes, and all other forms and documents required to be filed
with the SEC to enable such indenture to be so qualified in a timely manner.


 


18

















 


(p)  Comply
with all applicable rules and regulations of the SEC and make generally
available to their respective securityholders earnings statements satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder (or any similar rule promulgated under the Securities Act) no later
than 45 days after the end of any 12 month period (or 90 days after the
end of any 12 month period if such period is a fiscal year) (i) commencing
at the end of any fiscal quarter in which Registrable Notes are sold to
underwriters in a firm commitment or best efforts underwritten offering and
(ii) if not sold to underwriters in such an offering, commencing on the
first day of the first fiscal quarter of the Company after the effective date
of a Registration Statement, which statements shall cover said 12 month periods.


 


(q)  If the
Exchange Offer or a Private Exchange is to be consummated, upon delivery of the
Registrable Notes by Holders to the Company (or to such other Person as
directed by the Company) in exchange for the Exchange Notes or the Private Exchange
Notes, as the case may be, the Issuers shall mark, or cause to be marked, on
such Registrable Notes that such Registrable Notes are being cancelled in
exchange for the Exchange Notes or the Private Exchange Notes, as the case may
be; in no event shall such Registrable Notes be marked as paid or otherwise
satisfied.


 


(r)  Use its
best efforts to cause the Registrable Notes covered by a Registration Statement
or the Exchange Notes, as the case may be, to be rated with the appropriate
rating agencies, if so requested by the Holders of a majority in aggregate
principal amount of Registrable Notes covered by such Registration Statement or
the Exchange Notes, as the case may be, or the managing underwriter or
underwriters, if any.


 


(s)  Cooperate
with each seller of Registrable Notes covered by any Registration Statement and
each underwriter, if any, participating in the disposition of such Registrable
Notes and their respective counsel in connection with any filings required to
be made with the National Association of Securities Dealers, Inc. (the “NASD”).


 


(t)  Use its
reasonable best efforts to take all other steps reasonably necessary to effect
the registration of the Exchange Notes and/or Registrable Notes covered by a
Registration Statement contemplated hereby.


 


The Issuers may require
each seller of Registrable Notes as to which any registration is being effected
to furnish to the Company such information regarding such seller and the
distribution of such Registrable Notes as the Company may, from time to time,
reasonably request.  The Issuers may
exclude from such registration the Registrable Notes of any seller so long as
such seller fails to furnish such information within a reasonable time after
receiving such request.  Each seller as
to which any Shelf Registration is being effected agrees


 


19

















 


to furnish promptly to
the Company all information required to be disclosed in order to make the
information previously furnished to the Company by such seller not materially
misleading.


 


Each Holder of
Registrable Notes and each Participating Broker-Dealer agrees by its
acquisition of such Registrable Notes or Exchange Notes to be sold by such
Participating Broker-Dealer, as the case may be, that, upon actual receipt of
any notice from the Issuers of the happening of any event of the kind described
in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi) hereof, such Holder will
forthwith discontinue disposition of such Registrable Notes covered by such
Registration Statement or Prospectus or Exchange Notes to be sold by such
Holder or Participating Broker-Dealer, as the case may be, until such Holder’s
or Participating Broker-Dealer’s receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 5(k) hereof, or until it is advised
in writing (the “Advice”) by the Issuers that the use of the applicable
Prospectus may be resumed, and has received copies of any amendments or
supplements thereto.  In the event that
the Issuers shall give any such notice, each of the Effectiveness Period and
the Applicable Period shall be extended by the number of days during such
periods from and including the date of the giving of such notice to and including
the date when each seller of Registrable Notes covered by such Registration
Statement or Exchange Notes to be sold by such Participating Broker-Dealer, as
the case may be, shall have received (x) the copies of the supplemented or
amended Prospectus contemplated by Section 5(k) hereof or (y) the Advice.


 


6.  Registration
Expenses


 


All reasonable fees and
expenses incident to the performance of or compliance with this Agreement by
the Issuers shall be borne by the Issuers whether or not the Exchange Offer
Registration Statement or any Shelf Registration Statement is filed or becomes
effective or the Exchange Offer is consummated, including, without limitation,
(i) all registration and filing fees (including, without limitation,
(A) fees with respect to filings required to be made with the NASD in
connection with an underwritten offering and (B) fees and expenses of
compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with
Blue Sky qualifications of the Registrable Notes or Exchange Notes and
determination of the eligibility of the Registrable Notes or Exchange Notes for
investment under the laws of such jurisdictions (x) where the holders of
Registrable Notes are located, in the case of the Exchange Notes, or
(y) as provided in Section 5(h) hereof, in the case of Registrable Notes
or Exchange Notes to be sold by a Participating Broker-Dealer during the
Applicable Period)), (ii) reasonable printing expenses, including, without
limitation, reasonable expenses of printing certificates for Registrable Notes
or Exchange Notes in a form eligible for deposit with The Depository Trust
Company and of printing prospectuses if the printing of prospectuses is
reasonably requested by the managing underwriter or underwriters, if any, by
the Holders of a majority in aggregate principal amount of the Registrable
Notes included in any Registration Statement or in respect of Exchange


 


20

















 


Notes to be sold by any
Participating Broker-Dealer during the Applicable Period, as the case may be,
(iii) reasonable messenger, telephone and delivery expenses,
(iv) reasonable fees and disbursements of counsel for the Issuers and, in
the case of a Shelf Registration, reasonable fees and disbursements of one
special counsel for all of the sellers of Registrable Notes (exclusive of any
counsel retained pursuant to Section 7 hereof), (v) fees and disbursements
of all independent certified public accountants referred to in Section
5(m)(iii) hereof (including, without limitation, the expenses of any special
audit and “cold comfort” letters required by or incident to such performance),
(vi) Securities Act liability insurance, if the Issuers desire such
insurance, (vii) fees and expenses of all other Persons retained by any of
the Issuers, (viii) internal expenses of the Issuers (including, without
limitation, all salaries and expenses of officers and employees of the Issuers
performing legal or accounting duties), (ix) the expense of any annual
audit, (x) the fees and expenses incurred in connection with the listing
of the Notes to be registered on any securities exchange, and the obtaining of
a rating of the Notes, in each case, if applicable, and (xi) the
reasonable expenses relating to printing, word processing and distributing all
Registration Statements, underwriting agreements, indentures and any other
documents necessary in order to comply with this Agreement.


 


7.  Indemnification


 


(a)  Each of the Issuers, jointly and severally,
agrees to indemnify and hold harmless each Holder of Registrable Notes and each
Participating Broker-Dealer selling Exchange Notes during the Applicable
Period, the officers, directors, employees and agents of each such Person, and
each Person, if any, who controls any such Person within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act
(each, a “Participant”), from and against any and all losses, claims,
damages, judgments, liabilities and expenses (including, without limitation,
the reasonable legal fees and other expenses actually incurred in connection
with any suit, action or proceeding or any claim asserted) caused by, arising
out of or based upon any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement (or any amendment
thereto) or Prospectus (as amended or supplemented if any Issuer shall have
furnished any amendments or supplements thereto) or any preliminary prospectus,
or caused by, arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein, in the case of the Prospectus in the light of the
circumstances under which they were made, not misleading, except insofar
as such losses, claims, damages or liabilities are caused by, 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 information relating to
any Participant furnished to the Company in writing by such Participant
expressly for use therein; provided, however, that no Issuer will be liable if
such untrue statement or omission or alleged untrue statement or omission was
contained or made in any preliminary prospectus and corrected in the final
Prospectus or any amendment or supplement thereto and any such loss, liability,
claim, or damage or expense suffered or


 


21

















 


incurred by the
Participants resulted from any action, claim or suit by any Person who purchased
Registrable Notes or Exchange Notes which are the subject thereof from such
Participant and it is established in the related proceeding that such
Participant failed to deliver or provide a copy of the final Prospectus (as
amended or supplemented) to such Person with or prior to the confirmation of
the sale of such Registrable Notes or Exchange Notes sold to such Person if required
by applicable law, unless such failure to deliver or provide a copy of the
Prospectus (as amended or supplemented) was a result of noncompliance by any
Issuer with Section 5 of this Agreement.


 


(b)  Each Holder of Registrable Notes and each
Participating Broker-Dealer selling Exchange Notes during the Applicable Period
agrees, severally and not jointly, to indemnify and hold harmless each of the
Issuers, their directors, their officers who sign the Registration Statement
and their employees and agents and each Person, if any, who controls each
Issuer within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the foregoing indemnity from the
Issuers to each Participant, but only with reference to information relating to
such Holder of Registrable Notes or Participating Broker-Dealer selling
Exchange Notes during the Applicable Period  furnished to the Company in writing by
such Holder of Registrable Notes or each Participating Broker-Dealer selling
Exchange Notes during the Applicable Period expressly for use in any
Registration Statement or Prospectus, any amendment or supplement thereto, or
any preliminary prospectus.  The
liability of any Holder of Registrable Notes and each Participating
Broker-Dealer that sells Exchange Notes during the Applicable Period under this
paragraph shall in no event exceed the proceeds received by such Holder of
Registrable Notes and each Participating Broker-Dealer that sells Exchange
Notes during the Applicable Period from sales of Registrable Notes or Exchange
Notes giving rise to such obligations.


 


(c)  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 indemnity may be sought
pursuant to either of the two preceding paragraphs, such Person (the “Indemnified
Person”) shall promptly notify the Persons against whom such indemnity may
be sought (the “Indemnifying Persons”) in writing, and the Indemnifying
Persons, upon request of the Indemnified Person, shall retain counsel
reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others the Indemnifying Persons may reasonably designate in such
proceeding and shall pay the reasonable fees and expenses actually incurred by
such counsel related to such proceeding; provided, however, that
the failure to so notify the Indemnifying Persons shall not relieve any of them
of any obligation or liability which any of them may have hereunder unless and
to the extent such failure results in the forfeiture by the Indemnifying
Persons of substantial rights and defenses and will not, in any even, relieve
the Indemnifying Persons from any obligations to any Indemnified Persons other
than the indemnification obligations provided hereunder.  In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel, but


 


22

















 


the fees and expenses of
such counsel shall be at the expense of such Indemnified Person unless
(i) the Indemnifying Persons and the Indemnified Person shall have
mutually agreed to the contrary, (ii) the Indemnifying Persons shall have
failed within a reasonable period of time to retain counsel reasonably
satisfactory to the Indemnified Person or (iii) the named parties in any
such proceeding (including any impleaded parties) include both any Indemnifying
Person and the Indemnified Person or any affiliate thereof and representation
of both parties by the same counsel would be inappropriate due to actual or
potential conflicting interests between them. 
It is understood that, unless there exists a conflict among Indemnified
Persons, the Indemnifying Persons shall not, in connection with such proceeding
or separate but substantially similar related proceeding in the same
jurisdiction arising out of the same general allegations, 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 for the Participants and such control Persons of
Participants shall be designated in writing by Participants who sold a majority
in interest of Registrable Notes and Exchange Notes sold by all such
Participants and any such separate firm for the Issuers, their directors, their
officers and such control Persons of the Issuers shall be designated in writing
by the Company and shall be reasonably acceptable to the Holders.  The Indemnifying Persons shall not be liable
for any settlement of any proceeding effected without its prior written consent
(which consent shall not be unreasonably withheld or delayed), but if settled
with such consent or if there be a final nonappealable judgment for the
plaintiff for which the Indemnified Person is entitled to indemnification
pursuant to this Agreement, each of the Indemnifying Persons agrees to indemnify
and hold harmless each Indemnified Person from and against any loss or
liability by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an
Indemnified Person shall have requested an Indemnifying Person to reimburse the
Indemnified Person for reasonable fees and expenses actually incurred by
counsel as contemplated by the third sentence of this paragraph, the
Indemnifying Person agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such Indemnifying Person
of the aforesaid request and (ii) such Indemnifying Person shall not have
reimbursed the Indemnified Person in accordance with such request prior to the
date of such settlement; provided, however, that the Indemnifying
Person shall not be liable for any settlement effected without its consent pursuant
to this sentence if the Indemnifying Person is contesting, in good faith, the
request for reimbursement.  No
Indemnifying Person shall, without the prior written consent of the Indemnified
Persons (which consent shall not be unreasonably withheld or delayed), effect
any settlement or compromise of any pending or threatened proceeding in respect
of which any Indemnified Person is or could have been a party, or indemnity
could have been sought hereunder by such Indemnified Person, unless such
settlement (A) includes an unconditional written 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


 


23

















 


proceeding and (B) does not
include any statement as to an admission of fault, culpability or failure to
act by or on behalf of such Indemnified Person.


 


(d)  If the indemnification provided for in
clauses (a) and (b) of this Section 7 is for any reason unavailable to, or
insufficient to hold harmless, an Indemnified Person in respect of any losses,
claims, damages or liabilities referred to therein, then each Indemnifying
Person under such paragraphs, in lieu of indemnifying such Indemnified Person
thereunder and in order to provide for just and equitable contribution, shall
contribute to the amount paid or payable by such Indemnified Person as a result
of such losses, claims, damages or liabilities in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Person or Persons
on the one hand and the Indemnified Person or Persons on the other in
connection with the statements or omissions or alleged statements or omissions
that resulted in such losses, claims, damages or liabilities (or actions in
respect thereof) as well as any other relevant equitable considerations. The
relative fault of the parties 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 any Issuer on the one hand or such Participant or such
other Indemnified Person, as the case may be, on the other, the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission, and any other equitable considerations appropriate
in the circumstances.


 


(e)  The parties agree that it would not be just
and equitable if contribution pursuant to this Section 7 were determined
by pro  rata allocation (even if the Participants 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 the immediately
preceding paragraph.  The amount paid or
payable by an Indemnified Person as a result of the losses, claims, damages,
judgments, liabilities and expenses referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any reasonable legal or other expenses actually incurred by such
Indemnified Person in connection with investigating or defending any such
action or claim.  Notwithstanding the
provisions of this Section 7, in no event shall, a Holder of Registrable
Notes or any Participating Broker-Dealer that Exchange Notes during the
Applicable Period, be required to contribute any amount in excess of the amount
by which proceeds received by such Holder of Registrable Notes or any
Participating Broker-Dealer that Exchange Notes during the Applicable Period
from sales of Registrable Notes or Exchange Notes, as the case may be, exceeds
the amount of any damages that such Holder of Registrable Notes or any
Participating Broker-Dealer that Exchange Notes during the Applicable Period
has otherwise been required to pay or has paid 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.


 


24

















 


(f)  Any losses, claims, damages, liabilities or
expenses for which an indemnified party is entitled to indemnification or contribution
under this Section 7 shall be paid by the Indemnifying Party to the Indemnified
Party as such losses, claims, damages, liabilities or expenses are
incurred.  The indemnity and
contribution agreements contained in this Section 7 and the representations and
warranties of the Issuers set forth in this Agreement shall remain operative
and in full force and effect, regardless of (i) any investigation made by
or on behalf of any Holder or any person who controls a Holder, any Issuer and
its directors, officers, employees or agents or any person controlling such
Issuer, and (ii) any termination of this Agreement.


 


(g)  The indemnity and contribution agreements
contained in this Section 7 will be in addition to any liability which the
Indemnifying Persons may otherwise have to the Indemnified Persons referred to
above.


 


8.  Rules 144 and
144A


 


Each of the Issuers
covenants and agrees that, so long as Registrable Notes remain outstanding, it
will file the reports required to be filed by it under the Securities Act and
the Exchange Act and the rules and regulations adopted by the SEC thereunder in
a timely manner in accordance with the requirements of the Securities Act and
the Exchange Act and, if at any time such Issuer is not permitted to file such
reports, such Issuer will, upon the request of any Holder or beneficial owner
of Registrable Notes, make publicly available annual reports and such
information, documents and other reports of the type specified in Sections 13
and 15(d) of the Exchange Act.  Each Issuer
further covenants for so long as any Registrable Notes remain outstanding, to
make available to any Holder or beneficial owner of Registrable Notes in
connection with any sale thereof and any prospective purchaser of such
Registrable Notes from such Holder or beneficial owner the information required
by Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Registrable Notes pursuant to Rule 144A.


 


9.  Underwritten
Registrations


 


If any of the Registrable
Notes covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will manage the offering will be selected by the Holders of a majority in
aggregate principal amount of such Registrable Notes included in such offering
and shall be reasonably acceptable to the Company.


 


No Holder of Registrable
Notes may participate in any underwritten registration hereunder unless such
Holder (a) agrees to sell such Holder’s Registrable Notes on the basis provided
in any underwriting arrangements approved by the Persons entitled hereunder to
approve such arrangements and (b) completes and executes all
questionnaires,


 


25

















 


powers of attorney,
indemnities, underwriting agreements and other documents required under the
terms of such underwriting arrangements.


 


10.  Miscellaneous


 


(a)  No
Inconsistent Agreements.  As of
the date hereof, no Issuer has entered into any agreement with respect to any
of its Notes that is inconsistent with the rights granted to the Holders of
Registrable Notes in this Agreement or otherwise conflicts with the provisions
hereof.  The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the rights
granted to the holders of any of the Issuers’ other issued and outstanding
Notes.  As of the date hereof, no Issuer
has entered into any agreement with respect to any of its Notes which will
grant to any Person piggyback registration rights with respect to any
Registration Statement required to be filed by the Issuers pursuant to this
Agreement.


 


(b)  Adjustments
Affecting Registrable Notes.  No
Issuer shall knowingly, directly or indirectly, take any action with respect to
the Registrable Notes as a class that would adversely affect the ability of the
Holders of Registrable Notes to include such Registrable Notes in a
registration undertaken pursuant to this Agreement.


 


(c)  Amendments
and Waivers.  The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, otherwise than with
the prior written consent of (I) the Issuers and (II)(A) the Holders of
not less than a majority in aggregate principal amount of the then outstanding
Registrable Notes and (B) in circumstances that would adversely affect the
Participating Broker-Dealers, the Participating Broker-Dealers holding not less
than a majority in aggregate principal amount of the Exchange Notes held by all
Participating Broker-Dealers; provided, however, that
Section 7 and this Section 10(c) may not be amended, modified or
supplemented without the prior written consent of each Holder and each
Participating Broker-Dealer (including any person who was a Holder or
Participating Broker-Dealer of Registrable Notes or Exchange Notes, as the case
may be, disposed of pursuant to any Registration Statement) affected by any
such amendment, modification or supplement. 
Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Notes whose Notes are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders of Registrable Notes may be
given by Holders of at least a majority in aggregate principal amount of the
Registrable Notes being sold pursuant to such Registration Statement.


 


(d)  Notices.  All notices and other communications
(including, without limitation, any notices or other communications to the
Trustee) provided for or permitted


 


26

















 


hereunder shall be made
in writing by hand delivery, registered first-class mail, next-day air courier
or facsimile:


 


(i)                       if
to a Holder of the Registrable Notes or any Participating Broker-Dealer, at the
most current address of such Holder or Participating Broker-Dealer, as the case
may be, set forth on the records of the registrar under the Indenture, with a
copy in like manner to the Initial Purchasers as follows:


 


Deutsche Bank Securities
Inc.

31 West 52nd Street, 7th Floor

New York, New York  10019

Facsimile No:  (212) 250-7200

Attention:  Corporate Finance


 


with a copy to:


 


Cahill Gordon &
Reindel llp

80 Pine Street

New York, New York  10005

Facsimile No:  (212) 269-5420

Attention:  Luis R. Penalver, Esq.


 


(ii)                    if
to the Initial Purchasers, at the address specified in Section 10(d)(i);


 


(iii)                 if to the Company, at the address as
follows:


 


Vertis, Inc.

250 W. Pratt Street

Baltimore, Maryland  21201

Facsimile No.:  (410) 528-9287

Attention:  General Counsel


 


with a copy to:


 


Sullivan & Cromwell
LLP

125 Broad Street

New York, New York  10004

Facsimile No.:  (212) 558-3588

Attention:  Robert E. Buckholz, Jr.


 


All such notices and
communications shall be deemed to have been duly given: when delivered by hand,
if personally delivered; five business days after being deposited in


 


27

















 


the mail, postage
prepaid, if mailed; one business day after being timely delivered to a next-day
air courier; and upon receiving confirmation receipt by the addressee, if sent
by facsimile.


 


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 and in the manner
specified in such Indenture.


 


(e)  Successors
and Assigns.  This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties hereto, the Holders and the Participating Broker-Dealers, provided
that nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Registrable Notes in violation of the terms of the Purchase Agreement
or the Indenture.


 


(f)  Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


(g)  Headings.  The headings in this Agreement are for
convenience of reference only 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, AS APPLIED TO
CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


(i)  Severability.  If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the
parties hereto shall use their best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms, provisions,
covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.


 


(j)  Notes Held by
the Issuers or their Affiliates. 
Whenever the consent or approval of Holders of a specified percentage of
Registrable Notes is required hereunder, Registrable Notes held by any Issuer
or any of its affiliates (as such term is defined in Rule


 


28

















 


405 under the Securities
Act) shall not be counted in determining whether such consent or approval was
given by the Holders of such required percentage.


 


(k)  Third Party
Beneficiaries.  Holders of
Registrable Notes and Participating Broker-Dealers are intended third party
beneficiaries of this Agreement, and this Agreement may be enforced by such
Persons.


 


29

















 


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


 


	
   

  	
  VERTIS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN V. HOWARD, JR.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John V. Howard, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUBSIDIARY GUARANTORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PRINTCO., INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN V. HOWARD, JR.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John V. Howard, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEBCRAFT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN V. HOWARD, JR.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John V. Howard, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
					



 


30

















 


	
   

  	
  WEBCRAFT CHEMICALS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN V. HOWARD, JR.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John V. Howard, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ENTERON GROUP, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN V. HOWARD, JR.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John V. Howard, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BIG
  FLOWER DIGITAL SERVICES

  (DELAWARE), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN V. HOWARD, JR.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John V. Howard, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BIG FLOWER DIGITAL LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN V. HOWARD, JR.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John V. Howard, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
					



 


31

















 


The foregoing Agreement
is hereby

confirmed and accepted as of the date first

above written.


 


 


	
  DEUTSCHE BANK
  SECURITIES INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ STEVEN WINOGRAD

  	
   

  
	
   

  	
  Name: Steven Winograd

  
	
   

  	
  Title: Managing
  Director

  
	
   

  
	
   

  
	
  By:

  	
  /s/ DAVID FLANNERY

  	
   

  
	
   

  	
  Name: David Flannery

  
	
   

  	
  Title: Managing
  Director

  
	
   

  
	
   

  
	
  J.P. MORGAN SECURITIES
  INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ CLAUDETTE KRAUS

  	
   

  
	
   

  	
  Name: Claudette Kraus

  
	
   

  	
  Title: Vice President

  
	
   

  
	
   

  
	
  BANC OF AMERICA
  SECURITIES LLC

  
	
   

  
	
   

  
	
  By:

  	
  /s/ STEPHAN JAEGER

  	
   

  
	
   

  	
  Name: Stephan Jaeger

  
	
   

  	
  Title: Principal

  
	
   

  
	
   

  
	
  FLEET SECURITIES, INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ MARC MAINELLI

  	
   

  
	
   

  	
  Name: Marc Mainelli

  
	
   

  	
  Title: Director

  



 


32