Exhibit
4.10


 


OILER ACQUISITION CORP.


 


$300,000,000 9.00% Senior Notes Due 2012


 


$275,000,000 10.75% Senior Subordinated Notes
Due 2014


 


REGISTRATION RIGHTS AGREEMENT


 


August 4, 2004


 


Citigroup
Global Markets Inc.

J.P. Morgan Securities Inc.

Wachovia Capital Markets, LLC

Deutsche Bank Securities Inc.

As Representatives of the Initial Purchasers

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013


 


Ladies and
Gentlemen:


 


Oiler Acquisition Corp., a corporation organized under the laws of
Delaware (the “Issuer”), proposes to issue and sell to certain purchasers (the “Initial
Purchasers”), for whom you (the “Representatives”) are acting as
representatives, $300,000,000 principal amount of its 9.00% Senior Notes Due
2012 (the “Senior Notes”) and
$275,000,000 principal amount of its 10.75% Senior Subordinated Notes Due 2014
(the “Senior Subordinated Notes”, each of the Senior Subordinated Notes and the
Senior Notes a “Security” and collectively the “Securities”), upon the terms
set forth in the Purchase Agreement between the Issuer and the Representatives
dated the date hereof (the “Purchase Agreement”) relating to the initial
placement (the “Initial Placement”) of the Securities.  To induce the Initial Purchasers to enter
into the Purchase Agreement and to satisfy a condition to your obligations
thereunder, the Issuer agrees with you for your benefit and the benefit of the
holders from time to time of the Securities (including the Initial Purchasers)
(each a “Holder” and, collectively, the “Holders”), as follows:


 


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


 


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


 


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


 


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


 





















 


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


 


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


 


“Commission” shall mean the Securities and Exchange Commission.


 


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


 


“Exchange Offer Registration Period” shall mean the period following
the consummation of the Registered Exchange Offer and ending on the earlier of
(i) the 90th day following consummation of the Registered
Exchange Offer or such longer period if extended pursuant to Section 4(j)
as a result of the occurrence of any of the events set forth in Sections
4(b)(ii) through (v) hereof and (ii) such time as no Exchanging Dealer holds
Registrable Securities, exclusive of any period during which any stop order
shall be in effect suspending the effectiveness of the Exchange Offer
Registration Statement.


 


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


 


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


 


“Final
Memorandum” shall mean the
offering memorandum, dated August 4, 2004, relating to the Securities, including any and all exhibits
thereto and any information incorporated by reference therein as of such date.


 


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


 


“Indentures” shall mean the Senior Notes Indenture
and the Senior Subordinated Notes Indenture relating to the Senior Notes and the Senior Subordinated Notes,
respectively, each to be dated as of the Closing Date, among the Issuer, the guarantors
party thereto, and LaSalle Bank
National Association, as trustee, as the
same may be amended from time to time in accordance with the terms thereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


“New
Securities” shall mean debt
securities of the Issuer identical in
all material respects to the Securities (except that the transfer restrictions shall be modified or eliminated, as appropriate).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Trustee”
shall mean the trustee
with respect to the Securities and the New Securities under the Indentures.


 


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


 


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


 


2.                                       Registered Exchange Offer.  (a)  Unless
not permitted by applicable law, the Issuer shall prepare and, not later than
120 days following the Closing Date, shall file with the Commission the
Exchange Offer Registration Statement with respect to the Registered Exchange
Offer.  The Issuer shall use its reasonable
best efforts to cause the Exchange Offer
Registration Statement to become effective under the Act within 210 days of the
Closing Date.


 


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


 


(c)                                  In connection with the Registered Exchange
Offer, the Issuer shall:


 


(i)                                     mail to each Holder a copy of the Prospectus forming
part of the Exchange Offer Registration Statement, together with an appropriate
letter of transmittal and related documents; provided, that the
Issuer shall only be required to mail such Prospectus to Holders of which the
Issuer is aware after due inquiry;


 


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


 


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


 


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


 


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


 


(vi)                              prior to effectiveness of
the Exchange Offer Registration Statement, provide a supplemental letter to the
Commission (A) stating that the Issuer is conducting the Registered Exchange
Offer in reliance on the position of the Commission in Exxon Capital
Holdings Corporation (pub. avail. May 13, 1988), and Morgan Stanley and
Co., Inc. (pub. avail. June 5, 1991); and (B) including a
representation that the Issuer has not entered into any arrangement or
understanding with any person to distribute the New Securities to be received
in the Registered Exchange Offer and that, to the best of the Issuer’s
information and belief, each Holder participating in the Registered Exchange
Offer is acquiring the New Securities in the ordinary course of business and
has no arrangement or understanding with any person to participate in the
distribution of the New Securities; and


 


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


 


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


 


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


 


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


 


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


 


(e)                                  Each
Holder hereby acknowledges and agrees that any Broker-Dealer and any such
Holder using the Registered Exchange Offer to participate in a distribution of
the New Securities (x) could not under Commission policy as in effect on the
date of this Agreement rely


 


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on the
position of the Commission in Exxon Capital Holdings Corporation (pub.
avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5,
1991), as interpreted in the Commission’s letter to Shearman & Sterling
dated July 2, 1993 and similar no-action letters; and (y) must comply with
the registration and prospectus delivery requirements of the Act in connection
with any secondary resale transaction, which must be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or 508, as applicable, of Regulation S-K under the Act if
the resales are of New Securities obtained by such Holder in exchange for
Securities acquired by such Holder directly from the Issuer or one of its
Affiliates.  Accordingly, each Holder participating
in the Registered Exchange Offer shall be required to represent to the Issuer
that, at the time of the consummation of the Registered Exchange Offer:


 


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


 


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


 


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


 


(f)                                    If any Initial Purchaser determines that it is not eligible to participate in the
Registered Exchange Offer with respect to the exchange of Securities
constituting any portion of an unsold allotment, at the request of such Initial
Purchaser, the Issuer shall issue and deliver to such Initial Purchaser
(exclusively for resale under a Shelf Registration Statement) or the person purchasing New Securities registered under a Shelf Registration
Statement as contemplated by Section 3 hereof from such Initial Purchaser,
in exchange for such Securities, a like principal amount of New
Securities.  The Issuer shall use
its reasonable best efforts to cause the
CUSIP Service Bureau to issue the same CUSIP number for such New Securities as
for New Securities issued pursuant to the Registered Exchange Offer.


 


3.                                       Shelf Registration.  (a)  If (i)  due to any change in law or applicable
interpretations thereof by the Commission’s staff, the Issuer determines that
it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2
hereof; or (ii) for any
other reason the Registered Exchange Offer is not consummated within 210 days of the Closing Date; (iii) any Initial Purchaser so requests with respect to Securities that
are not eligible to be exchanged for New Securities in the Registered Exchange
Offer and that are held by it following
consummation of the Registered Exchange Offer; (iv) any Holder
(other than an Initial Purchaser)
is not eligible to participate in the Registered Exchange Offer other
than by reason of such Holder being an affiliate of the Issuer (it being
understood that the requirement that an Exchanging Dealer deliver the
prospectus contained in the Exchange Offer Registration Statement in connection
with the sale of New Securities shall not result in such New Securities being
not “freely tradeable”); or (v) in the case of any Initial Purchaser
that participates in the Registered Exchange Offer, such Initial Purchaser does
not receive freely tradeable New Securities in exchange for Securities
constituting any portion of an unsold allotment (it being understood that
(x) the requirement that an Initial Purchaser deliver a Prospectus
containing the information required by Item 507 or 508 of Regulation S-K under
the Act in connection with


 


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sales of New Securities
acquired in exchange for such Securities shall result in such New Securities
being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in
connection with sales of New Securities acquired in the Registered Exchange
Offer in exchange for Securities acquired as a result of market-making
activities or other trading activities shall not result in such New Securities
being not “freely tradeable”), the Issuer shall effect a Shelf
Registration Statement in accordance with subsection (b) below.


 


(b)                                 (i)  The Issuer shall as promptly as practicable
(but in no event (i) if the Exchange Offer Registration Statement is not
permitted to be filed by applicable law, more than 120 days following the
Closing Date and (ii) in any other circumstance in which a Shelf
Registration Statement is required to be filed, more than 90 days
after so required or requested pursuant to this Section 3), file with the
Commission and thereafter use its reasonable best efforts to cause to be declared effective under the Act
(i) if the Exchange Offer Registration Statement is not declared effective
by the SEC within 210 days of the Closing Date, within 210 days after the
Closing Date, (ii) if the Registered Exchange Offer is not consummated within
240 days of the Closing Date, within 240 days of the Closing Date or
(iii) in any other circumstance in which a Shelf Registration Statement is
required to be filed, within 180 days after
so required or requested, a Shelf
Registration Statement relating to the offer and sale of the Securities or the
New Securities, as applicable, by the Holders thereof from time to time in accordance with the
methods of distribution elected by such Holders and set forth in such Shelf
Registration Statement; provided, however, that no Holder (other than an Initial
Purchaser) shall be entitled to have the Securities held by it covered by such
Shelf Registration Statement unless such Holder agrees in writing to be bound
by all of the provisions of this Agreement applicable to such Holder (with the
Initial Purchasers’ agreement thereto being evidenced by their execution of
this Agreement); and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities
constituting any portion of an unsold allotment, the Issuer may, if permitted
by current interpretations by the Commission’s staff, file a post-effective
amendment to the Exchange Offer Registration Statement containing the
information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its
obligations under this subsection with respect thereto, and any such
Exchange Offer Registration Statement, as so amended, shall be referred to
herein as, and governed by the provisions herein applicable to, a Shelf
Registration Statement.


 


(ii)                                  Subject to Section 4(j),
the Issuer shall use its best efforts to
keep the Shelf Registration Statement continuously effective,
supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by
Holders for a period (the “Shelf
Registration Period”) from the
date the Shelf Registration Statement is declared effective by the Commission until
the earlier of (A) the second anniversary thereof, (B) the date upon which all the Securities or New Securities, as
applicable, covered by the Shelf Registration Statement have been sold pursuant
to the Shelf Registration Statement or (C) the date upon which all
the Securities or New Securities are no longer restricted securities (as
defined in Rule 144 under the Act).  The Issuer shall be deemed not to have used
its best efforts to keep the Shelf Registration Statement effective during the
Shelf Registration Period if it voluntarily takes any action that would result
in Holders of Securities covered thereby not being able to offer and sell such
Securities at any time during the
Shelf Registration Period,


 


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unless
such action is (x) required
by applicable law or otherwise undertaken by the Issuer in good faith and for valid business reasons (not
including avoidance of the Issuer’s obligations hereunder), including the
acquisition or divestiture of assets, and (y) permitted pursuant to
Section 4(j)(ii) hereof.


 


(iii)                               The Issuer shall cause
the Shelf Registration Statement and the related Prospectus and any amendment
or supplement thereto, as of the effective date of the Shelf Registration
Statement or such amendment or supplement, (A) to comply in all material
respects with the applicable requirements of the Act; and (B) not to contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements therein
(in the case of the Prospectus, in the
light of the circumstances under which
they were made) not misleading; it being understood that the Issuer
shall not be so responsible for information provided by or on behalf of
Holders.


 


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


 


(a)                                  The Issuer shall:


 


(i)                                     furnish, in each case if requested in
writing, to each of the Representatives
and to counsel for the Representatives, in the case of an Exchange Offer
Registration Statement, and to counsel
for the Holders of Registrable Securities, in the case of a Shelf
Registration Statement, not less
than five Business Days prior to the
filing thereof with the Commission, a copy of any Exchange Offer Registration
Statement and any Shelf
Registration Statement, as applicable, and each amendment thereof and each amendment or supplement, if any, to
the Prospectus included therein (including all documents incorporated by
reference therein after the initial filing) and shall use its reasonable best efforts to reflect in each such document, when so filed with the
Commission, such comments as the Representatives reasonably propose;


 


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


 


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


 


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


 


(b)                                 The Issuer shall advise the Representatives, the Holders of Securities
covered by any Shelf Registration Statement (but only to such Holders as
are named as selling security holders in the prospectus forming part of such
Shelf Registration Statement) and any
Exchanging Dealer under any Exchange Offer Registration Statement that has provided in writing to the Issuer a
telephone or facsimile number and address for notices, and, if requested by any Representative or
any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses
(ii)-(v) hereof shall be accompanied by an instruction to suspend the use of
the Prospectus until the Issuer shall have remedied the basis for such
suspension) or the Issuer decides to resume the use of the Prospectus, as the
case may be:


 


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


 


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


 


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


 


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


 


(v)                                 unless notice has been
provided pursuant to Section 4(j)(ii) hereto, of the happening of any event that requires any change in the
Registration Statement or the Prospectus so that, as of such date, they (A)
do not contain any untrue statement of a
material fact and (B) do not omit
to state a material fact required to be stated therein or necessary to make the
statements therein (in the case of the Prospectus, in the light of the circumstances under which they
were made) not misleading.


 


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


 


(d)                                 The Issuer shall furnish to each Holder of
Securities covered by any Shelf
Registration Statement, without charge, at least one copy of such Shelf
Registration Statement and any post-effective amendment thereto, including all
material incorporated therein by


 


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reference, and, if the Holder so requests in writing,
all exhibits thereto (including exhibits
incorporated by reference therein).


 


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


 


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


 


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


 


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


 


(i)                                     The Issuer shall cooperate with the Holders of
Securities to facilitate the timely preparation and delivery of certificates
representing New Securities
or Securities to be issued or sold pursuant to any Registration Statement
free of any restrictive legends and in such denominations and registered in
such names as Holders may request a reasonable period of time prior to
sales of Securities pursuant to such Registration Statement.


 


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


 


(ii)                                  Upon the occurrence
or existence of any pending corporate development or any other material event
that, in the reasonable judgment of the Issuer, makes it appropriate to suspend
the availability of a Shelf Registration Statement and the related Prospectus,
the Issuer shall give notice (without notice of the nature or details of such
events) to the Holders (but only to such Holders as are named as selling
security holders in the prospectus forming part of such Shelf Registration
Statement) that the availability of such Shelf Registration is suspended and,
upon actual receipt of any such notice, each such Holder agrees not to sell any
Registrable Securities pursuant to the Shelf Registration until such Holder’s
receipt of copies of the supplemented or amended Prospectus, or until it is
advised in writing by the Issuer that the Prospectus may be used, and has
received copies of any additional or supplemental filings that are incorporated
or deemed incorporated by reference in such Prospectus.  The period during which the availability of
the Shelf Registration and any Prospectus is suspended shall not exceed 45 days
in any three-month period or 90 days in any twelve-month period.


 


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


 


(l)                                     The Issuer shall comply with all applicable
rules and regulations of the Commission and shall make generally available to
its security holders an earnings statement satisfying the provisions of Section 11(a)
of the Act as soon as practicable
after the effective date of the applicable Registration Statement and in
any event no later than 45 days after the end of a 12-month period (or 90 days,
if such period is a fiscal year) beginning with the first month of the Issuer’s
first fiscal quarter commencing after the effective date of the applicable Registration Statement.


 


(m)                               The Issuer shall cause the Indentures to be
qualified under the Trust Indenture Act in a timely manner.


 


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


 


(o)                                 In
the case of any Shelf Registration Statement, the Issuer shall enter into customary agreements (including, if requested, an
underwriting agreement in customary form) and
take all other appropriate actions, if any, as the Holders of a majority
of the Securities to be included in the Shelf Registration Statement shall
reasonably request in order to facilitate the disposition of the Securities.


 


(p)                                 In the case of any Shelf Registration
Statement, the Issuer shall:


 


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


 


(ii)                                  cause the Issuer’s officers, directors, employees,
accountants and auditors to supply all
relevant information reasonably requested by the Holders or any such
underwriter, attorney, accountant or agent in connection with any such
Registration Statement as is customary for similar due diligence examinations
provided, however, that the foregoing inspection and information
gathering shall be coordinated on behalf of the Initial Purchasers by you and
on behalf of the other parties, by one counsel designated by and on behalf of
such other parties as described in Section 5 hereof (all such information
shall be kept confidential by the recipients pursuant to a customary
confidentiality agreement to be executed by such recipients prior to receiving
such information);


 


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


 


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


 


12





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(v)                                 obtain “comfort” letters and updates thereof
from the independent certified public accountants of the Issuer (and, if
necessary, any other independent


 


13





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


5.                                       Registration Expenses.  The
Issuer shall bear all expenses incurred in connection with the performance of
its obligations under Sections 2, 3 and 4 hereof (other than any
underwriters discounts or commissions) and,
in the event of any Shelf Registration Statement, will reimburse the Holders
for the reasonable fees and disbursements of one firm or counsel (which
shall initially be Cravath, Swaine & Moore LLP, but which may be another nationally recognized law firm
experienced in securities matters designated by the Majority Holders) to act as counsel for the Holders in
connection therewith, and, in the case of any


 


14





















 


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


 


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


 


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


 


(b)                                 Each Holder of Securities covered by a Registration Statement (including each Initial
Purchaser that is a Holder, in such capacity) severally and not jointly agrees
to indemnify and hold harmless the Issuer, each of its directors,
each of its officers who signs such Registration Statement and each person who
controls the Issuer within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity
from the Issuer to each such Holder, but only with reference to written
information relating to such Holder furnished to the Issuer by or on behalf of
such Holder specifically for inclusion in the documents referred to in the
foregoing indemnity; and, subject to the forgoing clause, shall
reimburse, as incurred, the Issuer for any legal or other expenses reasonably
incurred by the Issuer or any such controlling person in connection with
investigation or defending any loss, claim, damage, liability or action


 


15





















 


in respect
thereof.  This indemnity agreement will be in addition
to any liability that any such Holder may otherwise have.


 


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


 


(d)                                 In the event that the indemnity provided in
paragraph (a) or (b) of this Section is unavailable to or
insufficient to hold harmless an indemnified party for any reason for
the losses, claims, damages or liabilities referred to therein, then each applicable indemnifying party
shall have a joint and several obligation to contribute to the aggregate
losses, claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending any loss,
claim, liability, damage or action) (collectively “Losses”) to


 


16





















 


which such indemnified party
may be subject in such proportion as is appropriate to reflect the relative
benefits received by such indemnifying party, on the one hand, and such
indemnified party, on the other hand, from the Initial Placement and the
Registration Statement which resulted in such Losses; provided, however,
that in no case shall any Initial Purchaser be responsible, in the aggregate,
for any amount in excess of the purchase discount or commission applicable to
such Security, or in the case of a New Security, applicable to the Security
that was exchangeable into such New Security, as set forth in the Purchase
Agreement, nor shall any
underwriter be responsible for any amount in excess of the underwriting
discount or commission applicable to the securities purchased by such
underwriter under the Registration Statement which resulted in such
Losses.  If the allocation provided by
the immediately preceding sentence is unavailable for any reason, the
indemnifying party and the indemnified party shall contribute in such proportion
as is appropriate to reflect not only such relative benefits but also the
relative fault of such indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with the statements or
omissions which resulted in such Losses as well as any other relevant equitable
considerations.  Benefits received by the
Issuer shall be deemed to be equal to the total net proceeds from the Initial
Placement (before deducting expenses) as set forth in the Final Memorandum.  Benefits
received by the Initial Purchasers
shall be deemed to be equal to the total purchase discounts and commissions as
set forth in the Purchase Agreement, and benefits received by any other Holders
shall be deemed to be equal to the value of receiving Securities or New
Securities, as applicable, registered under the Act.  Benefits received by any underwriter shall be
deemed to be equal to the total underwriting discounts and commissions, as set
forth on the cover page of the Prospectus forming a part of the Registration
Statement which resulted in such Losses. 
Relative fault shall be determined by reference to, among other things,
whether any untrue or any alleged
untrue statement of a material fact or omission or alleged omission to state a material fact relates to information provided by the indemnifying
party, on the one hand, or by the indemnified party, on the other hand,
the intent of the parties and their relative knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission.  The
parties agree that it would not be just and equitable if contribution were
determined by pro rata allocation (even if the Holders were treated as
one entity for such purpose) or any
other method of allocation which does not take account of the equitable
considerations referred to above. 
Notwithstanding the provisions of this paragraph (d), no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. 
For purposes of this Section, each person who controls a Holder within
the meaning of either the Act or the Exchange Act and each director, officer,
employee and agent of such Holder shall have the same rights to contribution as
such Holder, and each person who controls the Issuer within the meaning of
either the Act or the Exchange Act, each officer, director, employee,
Affiliate and agent of the Issuer
(and after the Merger, the Company) who
shall have signed the Registration Statement and each director of the Issuer
shall have the same rights to contribution as the Issuer, subject in each case
to the applicable terms and conditions of this paragraph (d).


 


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


 


17





















 


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


 


(b)                                 No
person may participate in any underwritten offering pursuant to any Shelf
Registration Statement, unless such person (i) agrees to sell such person’s
Securities or New Securities, as the case may be, on the basis reasonably
provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements; and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents reasonably required under the terms of such underwriting
arrangements.


 


8.                                       Registration
Defaults.  If any of the following
events shall occur, then the Issuer shall pay liquidated damages (the “Registration
Default Damages”) to the Holders of the applicable Security in respect of the
applicable Security as follows:


 


(a)                                  if
any Registration Statement required by this Agreement is not filed with the
Commission on or prior to the date specified for such filing in this Agreement,
then Registration Default Damages shall accrue on the Registrable Securities at
a rate of 0.25% per annum for the first 90 days from and including such
specified date and will increase by 0.25% per annum at the end of each
subsequent 90-day period, but in no event shall such rate exceed 1.00% per
annum; or


 


(b)                                 if
any Registration Statement required by this Agreement is not declared effective
by the Commission on or prior to the date by which reasonable best efforts are
to be used to cause such effectiveness under this Agreement, then commencing on
the day after such specified date,
Registration Default Damages shall accrue on the Registrable Securities at a
rate of 0.25% per annum for the first 90 days from and including such specified
date; such rate will increase by 0.25% per annum at the end of each subsequent
90-day period, but in no event shall such rate exceed 1.00% per annum; or


 


(c)                                  if
any Registration Statement required by this Agreement has been declared
effective but ceases to be effective at any time at which it is required to be
effective under this Agreement, then commencing on the day the Registration
Statement ceases to be effective, Registration Default Damages shall accrue on
the Registrable Securities at a rate of 0.25% per annum for the first 90 days
from and including such date on which the Registration Statement ceases to be
effective; such rate will increase by 0.25% per annum at the end of each
subsequent 90-day period, but in no event shall such rate exceed 1.00% per
annum; or


 


(d)                                 if
the Registered Exchange Offer has not been consummated within 240 days of the
Closing Date, then Registration Default Damages shall accrue on the Registrable
Securities at a rate of 0.25% per annum for the first 90 days from and
including such specified date and will increase by 0.25% per annum at the end
of each subsequent 90-day period, but in no event shall such rate exceed 1.00%
per annum;


 


18





















 


provided,
however, that (1) upon the filing of the Registration Statement (in the
case of paragraph (a) above), (2) upon the effectiveness of the Registration
Statement (in the case of paragraph (b) above), (3) upon the effectiveness of
the Registration Statement which had ceased to remain effective (in the case of
paragraph (c) above), or (4) upon the consummation of the Registered Exchange
Offer (in the case of paragraph (d) above), Registration Default Damages shall
cease to accrue.  Notwithstanding any
provision herein to the contrary, Registration Default Damages shall not accrue
on any Security that is no longer a Registrable Security, nor shall the amount
of Registration Default Damages increase because more than one of the
circumstances described in Section 8(a)-(d) has occurred and is pending.


 


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


 


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


 


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


 


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


 


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


 


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


 


19





















 


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


 


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


 


12.                                 Remedies.  Each Holder, in addition to being entitled to
exercise all rights provided to it herein, in the Indentures or in the
Purchase Agreement or granted by law, including recovery of liquidated or other
damages, will be entitled to specific performance of its rights under this
Agreement. The Issuer agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agrees to waive in any action for
specific performance the defense that a remedy at law would be adequate.  Notwithstanding the foregoing, the
Registration Default Damages are intended to constitute the sole monetary
damages that a Holder may collect as a result of the occurrence of any of the
conditions described in Sections 8(a) – (d) and any obligations that result in
any such condition.


 


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


 


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


 


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


 


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


 


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


 


18.                                 Securities Held by the Issuer, etc. 
Whenever the consent or approval of Holders of a specified percentage of
principal amount of Securities or New Securities is required hereunder,
Securities or New Securities, as applicable, held by the Issuer or its Affiliates
(other than subsequent Holders of Securities or New Securities if such
subsequent Holders are deemed


 


20





















 


to be Affiliates solely by
reason of their holdings of such Securities or New Securities) shall not be
counted in determining whether such consent or approval was given by the
Holders of such required percentage.


 


21





















 


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


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Oiler Acquisition Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ D. Scott Mackesy

  	
   

  
	
   

  	
   

  	
  Name: D. Scott
  Mackesy

  
	
   

  	
   

  	
  Title: President

  



 


22





















 


The foregoing
Agreement is hereby confirmed and

accepted as of the
date first above written.


 


Citigroup
Global Markets Inc.

J.P. Morgan Securities Inc.

Wachovia Capital Markets, LLC

Deutsche Bank Securities Inc.


 


	
  By:  Citigroup Global Markets Inc.

  
	
   

  
	
   

  
	
  By

  	
    /s/
  Illegible

  	
   

  
	
   

  	
  Name:
  Illegible

  
	
   

  	
  Title:
  Illegible

  



 


For themselves
and the other several

Initial Purchasers named in Schedule I

to the Purchase Agreement.


 


23





















 


ANNEX A


 


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


 





















 


ANNEX B


 


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


 





















 


ANNEX C


 


PLAN OF DISTRIBUTION


 


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


 


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


 


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


 


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


 





















 


ANNEX D


 


Rider A


 


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


 


	
  Name:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Rider B


 


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