ex10_2.htm


    


     

    IKON
      Office Solutions,
      Inc.

     

    $150,000,000 Senior
      Unsecured Floating Rate Notes due 2012

     

    REGISTRATION
      RIGHTS AGREEMENT

     

     

    December 20,
      2007

     

    Wachovia
      Capital Markets, LLC

    One Wachovia Center

    301
      South
      College Street

    Charlotte,
      North Carolina 28288-0604

     

    Ladies
      and Gentlemen:

     

    IKON
      Office Solutions, Inc., an Ohio
      corporation (the “Company”), confirms its agreement with Wachovia Capital
      Markets, LLC as the initial purchaser (the “Initial Purchaser”), on the
      terms set forth herein.

     

    This
      agreement (the “Registration
      Rights Agreement” or this “Agreement”) is being entered into in
      connection with a certain purchase agreement, dated December 7, 2007, by and
      between the Company and the Initial Purchaser (the “Purchase Agreement”),
      which provides for the issuance and sale by the Company to the Initial Purchaser
      of $150,000,000 aggregate principal amount of the Company’s Senior Unsecured
      Floating Rate Notes due 2012 (the “Notes”). In order to induce the
      Initial Purchaser to enter into the Purchase Agreement, the Company has agreed
      to provide the registration rights set forth in this Agreement for the benefit
      of the Initial Purchaser and its direct and indirect transferees. The parties
      hereby agree 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”
means
      the Securities
      Act of 1933, as amended, and the rules and regulations of the Commission
      promulgated thereunder.

     

    “Additional
      Interest” has the
      meaning set forth in Section 4 hereto.

     

    “Affiliate”
means,
      with
      respect to any specified person, any other person that, directly or indirectly,
      is in control of, is controlled by, or is under common control with, such
      specified person. For purposes of this definition, control of a person means
      the
      power, direct or indirect, to direct or cause the direction of the management
      and policies of such person whether by contract or otherwise; and the terms
      “controlling” and “controlled” have meanings correlative to the
      foregoing.

     

    “Agreement”
has
      the meaning
      set forth in the preamble hereto.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    “Business
      Day” means any day
      excluding Saturday, Sunday or any other day which is a legal holiday under
      the
      laws of New York, New York or is a day on which banking institutions therein
      located are authorized or required by law or other governmental action to
      close.

     

    “Commission”
means
      the
      Securities and Exchange Commission.

     

    “Consummate”
means,
      with
      respect to a Registered Exchange Offer, the occurrence of (a) the filing and
      effectiveness under the Act of the Exchange Offer Registration Statement
      relating to the Exchange Notes to be issued in the Registered Exchange Offer,
      (b) the launching of the Registered Exchange Offer and the keeping of the
      Registered Exchange Offer open for a period not less than the minimum period
      required pursuant to Section 2(c)(ii) hereof, (c) the Company’s
      acceptance for exchange of all Transfer Restricted Notes duly tendered and
      not
      validly withdrawn pursuant to the Registered Exchange Offer and (d) the
      delivery of Exchange Notes by the Company to the registrar under the Indenture
      in the same aggregate principal amount as the aggregate principal amount of
      Transfer Restricted Notes duly tendered and not validly withdrawn by Holders
      thereof pursuant to the Registered Exchange Offer and the delivery of such
      Exchange Notes to such Holders. The term “Consummation” has a meaning
      correlative to the foregoing.

     

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

     

    “Exchange
      Notes” means debt
      securities of the Company, substantially identical in all material respects
      to
      the Notes other than issue date (except that the Additional Interest provisions
      and the transfer restrictions pertaining to the Notes will be modified or
      eliminated, as appropriate), to be issued under the Indenture in connection
      with
      the Registered Exchange Offer.

     

    “Exchange
      Offer Registration
      Period” means the 180-day period following the Consummation of the
      Registered Exchange Offer, exclusive of any period during which any stop order
      shall be in effect suspending the effectiveness of the Exchange Offer
      Registration Statement following consummation or during which the Company has
      suspended the use of the Prospectus contained therein pursuant to Section 3(d)
      following consummation; provided, however, that in the event that
      (i) all resales of Exchange Notes (including, subject to the time periods
      set forth herein, any resales by Participating Broker-Dealers) covered by such
      Exchange Offer Registration Statement have been made or (ii) all such
      Exchange Notes cease to be Transfer Restricted Notes, the Exchange Offer
      Registration Statement need not thereafter remain effective for such
      period.

     

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

     

    


    
      
        
          
          

        

        
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    “Filing
      Date” has the meaning
      set forth in Section 2 hereto.

     

    “Holder”
means
      any holder
      from time to time of Transfer Restricted Notes or Exchange Notes (including
      the
      Initial Purchaser).

     

    “Indenture”
means
      the
      indenture relating to the Notes and the Exchange Notes, dated as of December
      20,
      2007, between the Company and The Bank of New York, as trustee, as the same
      may
      be amended, supplemented, waived or otherwise modified from time to time in
      accordance with the terms thereof.

     

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

     

    “Issue
      Date” means December
      20, 2007.

     

    “Issuer
      Free Writing
      Prospectus” has the meaning set forth in Rule 433(k) of the
      Act.

     

    “Losses”
has
      the meaning set
      forth in Section 8(d) hereto.

     

    “Majority
      Holders” means the
      Holders of a majority of the aggregate principal amount of Transfer Restricted
      Notes registered under a Registration Statement.

     

    “Managing
      Underwriters” means
      the investment banker or investment bankers and manager or managers that shall
      administer an underwritten offering under a Shelf Registration
      Statement.

     

    “Notes”
has
      the meaning set
      forth in the preamble hereto.

     

    “Participating
      Broker-Dealer”
means any Holder (which may include the Initial Purchaser) that is a
      broker-dealer electing to exchange Notes acquired for its own account as a
      result of market-making activities or other trading activities for Exchange
      Notes.

     

    “Private
      Exchange Notes” has
      the meaning set forth in Section 2(f) hereof.

     

    “Prospectus”
means
      the
      prospectus included in any Registration Statement (including 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
      or any similar rule that may be adopted by the Commission), as amended or
      supplemented by any prospectus supplement, with respect to the terms of the
      offering of any portion of the Transfer Restricted Notes covered by such
      Registration Statement, and all amendments and supplements to the
      Prospectus.

     

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

     

    


    
      
        
          
          

        

        
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    “Registered
      Exchange Offer”
means the proposed offer to the Holders to issue and deliver to such Holders,
      in
      exchange for the Notes, a like aggregate principal amount of Exchange
      Notes.

     

    “Registration
      Statement”
means any Exchange Offer Registration Statement or Shelf Registration Statement
      that covers any of the Transfer Restricted Notes pursuant to the provisions
      of
      this Agreement, 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.

     

    “Shelf
      Registration” means a
      registration of Transfer Restricted Notes with the Commission effected pursuant
      to Section 3 hereof.

     

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

     

    “Shelf
      Registration
      Statement” means a “shelf” registration statement of the Company filed
      pursuant to the provisions of Section 3 hereof, which covers some or all of
      the Transfer Restricted Notes, as applicable, on an appropriate form under
      Rule 415 under the Act, or any similar rule that may be adopted by the
      Commission, and which may be in the format of an amendment to the Exchange
      Offer
      Registration Statement if permitted by the Commission, all amendments and
      supplements to such registration statement, including post-effective amendments,
      in each case including the Prospectus contained therein, all exhibits thereto
      and all material incorporated by reference therein.

     

    “Transfer
      Restricted Notes”
means each Note upon original issuance thereof and at all times subsequent
      thereto, each Private Exchange Note as to which clause (iii) or (iv) of the
      first paragraph of Section 3 applies upon original issuance and at all
      times subsequent thereto, until in the case of any such Note or Exchange Note,
      as the case may be, the earliest to occur of (i) the date on which such
      Note has been exchanged by a person other than a Participating Broker-Dealer
      for
      an Exchange Note (other than with respect to an Exchange Note as to which clause
      (iii) or (iv) of the first paragraph of Section 3 applies), (ii) with
      respect to Exchange Notes received by Participating Broker-Dealers in the
      Registered Exchange Offer, the date on which such Exchange Note has been sold
      by
      such Participating Broker-Dealer by means of the Prospectus contained in the
      Exchange Offer Registration Statement, (iii) a Shelf Registration Statement
      covering such Note or Exchange Note, as the case may be, has been declared
      effective by the Commission and such Note or Exchange Note, as the case may
      be,
      has been disposed of in accordance with such effective Shelf Registration
      Statement, (iv) the date on which such Note or Exchange Note, as the case
      may be, can be sold without any limitations under clauses (c), (e), (f) or
      (h) of Rule 144 under the Act or any similar rule that may be adopted
      by the Commission, (v) the date on which such Note or Exchange Note is
      transferred to the public pursuant to Rule 144 under the Act or
      (vi) such Note or Exchange Note, as the case may be, ceases to be
      outstanding for purposes of the Indenture.

     

    “Trust
      Indenture Act” means
      the Trust Indenture Act of 1939, as amended.

     

    


    
      
        
          
          

        

        
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    “Trustee”
means
      the trustee
      with respect to the Notes and Exchange Notes under the Indenture.

     

    2. Registered
      Exchange
      Offer; Resales of Exchange Notes by Participating Broker-Dealers; Private
      Exchange. (a) The Company shall prepare and, not later than
      110 days from the Issue Date (or, if such 110th day is
      not a
      Business Day, by the first Business Day thereafter), shall file with the
      Commission the Exchange Offer Registration Statement with respect to the
      Registered Exchange Offer (the date of such filing hereinafter referred to
      as
      the “Filing Date”). The Company shall use its reasonable best efforts
      (i) to cause the Exchange Offer Registration Statement to be declared
      effective under the Act within 200 days from the Issue Date (or, if such
      200th day is
      not a Business Day, by the first Business Day thereafter) and (ii) to
      Consummate the Registered Exchange Offer within 230 days from the Issue
      Date (or, if such 230th day is
      not a
      Business Day, by the first Business Day thereafter).

     

    (b) The
      objective of the
      Registered Exchange Offer is to enable each Holder electing to exchange Transfer
      Restricted Notes for Exchange Notes (assuming that such Holder (x) is not
      an “affiliate” of the Company within the meaning of the Act, (y) is not a
      broker-dealer that acquired the Transfer Restricted Notes in a transaction
      other
      than as a part of its market-making or other trading activities and (z) if
      such Holder is not a broker-dealer, acquires the Exchange Notes in the ordinary
      course of such Holder’s business, is not participating in the distribution of
      the Exchange Notes and has no arrangements or intentions with any person to
      make
      a distribution of the Exchange Notes) to resell such Exchange Notes from and
      after their receipt without any limitations or restrictions under the Act.
      Each
      Holder participating in the Registered Exchange Offer shall be required to
      represent to the Company that at the time of the Consummation of the Registered
      Exchange Offer each of the items listed in subsections (x), (y) and
      (z) of this Section 2(b) is true.

     

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

     

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

     

    (ii) keep
      the Registered
      Exchange Offer open for acceptance for not less than 30 Business Days (or longer
      if required by applicable law) after the date notice thereof is mailed to
      Holders;

     

    (iii) permit
      Holders to
      withdraw tendered Notes at any time prior to 5:00 p.m. New York City time on
      the
      last Business Day on which the Registered Exchange Offer shall remain
      open;

     

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

     

    (v) comply
      in all material
      respects with all applicable laws relating to the Registered Exchange
      Offer.

     

    
      
        
          
          

        

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

     

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

     

    (ii) deliver
      to the Trustee for
      cancellation all of the Notes so accepted for exchange; and

     

    (iii) cause
      the Trustee
      promptly to authenticate and deliver to each Holder Exchange Notes equal in
      principal amount to the Transfer Restricted Notes of such Holder so accepted
      for
      exchange.

     

    (e) The
      Initial Purchaser and
      the Company acknowledge that, pursuant to interpretations by the staff of the
      Commission of Section 5 of the Act, and in the absence of an applicable
      exemption therefrom, each Participating Broker-Dealer is required to deliver
      a
      Prospectus in connection with a sale of any Exchange Notes received by such
      Participating Broker-Dealer pursuant to the Registered Exchange Offer in
      exchange for Transfer Restricted Notes acquired for its own account as a result
      of market-making activities or other trading activities. Accordingly, the
      Company will allow Participating Broker-Dealers and other persons, if any,
      with
      similar prospectus delivery requirements to use the Prospectus contained in
      the
      Exchange Offer Registration Statement during the Exchange Offer Registration
      Period in connection with the resale of such Exchange Notes and
      shall:

     

    (i) include
      the information set
      forth in (a) Annex A hereto on the cover of the Prospectus forming a part
      of the Exchange Offer Registration Statement; (b) Annex B hereto in the
      forepart of the Exchange Offer Registration Statement in a section setting
      forth
      details of the Registered Exchange Offer; (c) Annex C hereto in the plan of
      distribution section of the Prospectus forming a part of the Exchange Offer
      Registration Statement, and (d) Annex D hereto in the letter of transmittal
      delivered pursuant to the Registered Exchange Offer; and

     

    (ii) use
      reasonable best
      efforts to keep the Exchange Offer Registration Statement continuously effective
      under the Act during the Exchange Offer Registration Period for delivery of
      the
      Prospectus included therein by Participating Broker-Dealers in connection with
      sales of Exchange Notes received pursuant to the Registered Exchange Offer,
      as
      contemplated by Section 5(h) below.

     

    (f) In
      the event that the
      Initial Purchaser determines that it is not eligible to participate in the
      Registered Exchange Offer with respect to the exchange of Transfer Restricted
      Notes constituting any portion of an unsold allotment, upon the effectiveness
      of
      the Shelf Registration Statement as contemplated by Section 3 hereof and at
      the request of the Initial Purchaser, the Company shall issue and deliver to
      the
      Initial Purchaser, or to the party purchasing Transfer Restricted Notes
      registered under the Shelf Registration Statement from the Initial Purchaser,
      in
      exchange for such Transfer Restricted Notes, a like principal amount of Exchange
      Notes to the extent permitted by applicable law (the “Private Exchange
      Notes”). The Company shall use their reasonable best efforts to cause the
      CUSIP Service Bureau to issue the same CUSIP number for such Private Exchange
      Notes as for Exchange Notes issued pursuant to the Registered Exchange
      Offer.

     

    


    
      
        
          
          

        

        
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    3. Shelf
      Registration.
      If (i) the Company is not permitted to file the Exchange Offer Registration
      Statement or to Consummate the Registered Exchange Offer because the Registered
      Exchange Offer is not permitted by applicable law or Commission policy,
      (ii) for any other reason the Registered Exchange Offer is not Consummated
      within 230 days (or if such 230th day is
      not a
      Business Day, by the first Business Day thereafter) of the Issue Date (provided
      that the Company’s obligation pursuant to this clause (ii) shall cease if
      the Exchange Offer is subsequently Consummated), (iii) the Initial
      Purchaser so requests with respect to Notes acquired by it directly from the
      Company, which have not been resold on or prior to the 20th day (or if such
      20th
      day is not a Business Day, by the first Business Day thereafter) following
      the
      Consummation of the Registered Exchange Offer, (iv) any Holder notifies the
      Company on or prior to the 20th day (or if such 20th day is not a Business
      Day,
      by the first Business Day thereafter) following the Consummation of the
      Registered Exchange Offer that (A) such Holder is not eligible to
      participate in the Registered Exchange Offer, due to applicable law or
      Commission policy, (B) the Exchange Notes such Holder would receive would
      not be freely tradable, (C) such Holder is a Participating Broker-Dealer
      that cannot publicly resell the Exchange Notes that it acquires in the
      Registered Exchange Offer without delivering a Prospectus and the Prospectus
      contained in the Exchange Offer Registration Statement is not appropriate or
      available for resales following the completion of the Registered Exchange Offer,
      or (D) the Holder is a broker-dealer and owns Notes it has not exchanged
      and that it acquired directly from the Company or one of its Affiliates, or
      (v) in the case where the Initial Purchaser participates in the Registered
      Exchange Offer or acquires Private Exchange Notes pursuant to Section 2(f)
      hereof, the Initial Purchaser does not receive freely tradable Exchange Notes
      in
      exchange for Notes constituting any portion of an unsold allotment and the
      Initial Purchaser notifies the Company on or prior to the 20th day following
      the
      Consummation of the Registered Exchange Offer (it being understood that, for
      purposes of this Section 3, (x) the requirement that the Initial
      Purchaser delivers a Prospectus containing the information required by Items
      507
      and/or 508 of Regulation S-K under the Act in connection with sales of
      Exchange Notes acquired in exchange for such Transfer Restricted Notes shall
      result in such Exchange Notes being not “freely tradable” and (y) the
      requirement that a Participating Broker-Dealer deliver a Prospectus in
      connection with sales of Exchange Notes acquired in the Registered Exchange
      Offer in exchange for Transfer Restricted Notes acquired as a result of
      market-making activities or other trading activities shall result in such
      Exchange Notes being not “freely tradable”), the following provisions shall
      apply:

     

     

    (a) The
      Company shall use its
      reasonable best efforts to prepare and file with the Commission a Shelf
      Registration Statement prior to the 45th day (or if such 45th day is not a
      Business Day, by the first Business Day thereafter) following the earliest
      to
      occur of (i) the date on which the Company determines that it is not
      permitted to file the Exchange Offer Registration Statement or to Consummate
      the
      Registered Exchange Offer; (ii) 45 days (or if such 45th day is not a
      Business Day, by the first Business Day thereafter) after the Exchange Offer
      Registration Statement has been declared effective if the Registered Exchange
      Offer has not been Consummated by such date and (iii) the date notice is given
      pursuant to clause (iii), (iv) or (v) of the first paragraph of this
      Section 3, and shall use its reasonable best efforts to cause the Shelf
      Registration Statement to be declared effective by the Commission within
      90 days after such filing (or if such 90th day is not a Business Day, by
      the first Business Day thereafter). With respect to Exchange Notes received
      by
      the Initial Purchaser in exchange for Notes constituting any portion of an
      unsold allotment, the Company may, if permitted by current interpretations
      by
      the Commission’s staff, file a post-effective amendment to the Exchange Offer
      Registration Statement containing the information required by
      Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its
      obligations under this paragraph (b) 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.

     

    


    
      
        
          
          

        

        
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    (b) The
      Company shall use its
      reasonable best efforts to keep such Shelf Registration Statement continuously
      effective (subject to Section 3(c)) in order to permit the Prospectus
      forming a part thereof to be usable by Holders until the earliest of
      (i) such time as the Notes or Exchange Notes covered by the Shelf
      Registration Statement cease to be Transfer Restricted Notes and (ii) the
      earlier of (A) two years from the date the Shelf Registration Statement has
      been
      declared effective exclusive of any period during which any stop order shall
      be
      in effect suspending the effectiveness of the Shelf Registration Statement
      or
      during which the Company has suspended the use of the Prospectus contained
      therein pursuant to Section 3(c) and (B) such lesser period after which all
      of
      the Notes may be sold pursuant to Rule 144(k) under the Act, as the same may
      be
      amended from time to time (in any such case, such period being called the
“Shelf Registration Period”). The Company shall be deemed not to have
      used its reasonable best efforts to keep the Shelf Registration Statement
      effective during the Shelf Registration Period if it voluntarily takes any
      action that would result in Holders of Transfer Restricted Notes covered thereby
      not being able to offer and sell such notes during that period, unless such
      action is (x) required by applicable law or (y) pursuant to Section
      3(c) hereof, and, in either case, so long as the Company promptly thereafter
      complies with the requirements of Section 5(k) hereof, if
      applicable.

     

    (c) The
      Company may suspend the
      use of the Prospectus for a period not to exceed 30 days in any six-month
      period or an aggregate of 60 days in any twelve-month period for valid
      business reasons (not including avoidance of its obligations hereunder) or
      to
      avoid premature public disclosure of a pending corporate transaction, including
      pending acquisitions or divestitures of assets, mergers and combinations and
      similar events; provided that (i) the Company promptly thereafter
      complies with the requirements of Section 5(k) hereof, if applicable; and (ii)
      the period during which the Registration Statement is required to be effective
      and usable shall be extended by the number of days during which such
      Registration Statement was not effective or usable pursuant to the foregoing
      provisions.

     

    (d) No
      Holder of Transfer
      Restricted Notes may include any of its Transfer Restricted Notes in any Shelf
      Registration Statement pursuant to this Agreement unless and until such Holder
      furnishes to the Company in writing, within 10 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. Each Holder of Transfer Restricted 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 the information previously furnished to the Company by such Holder not
      misleading.

     

    (e) The
      Company agrees that,
      unless it obtains the prior consent of the Majority Holders that are registered
      under any Shelf Registration Statement at such time or the consent of the
      managing underwriter in connection with any underwritten offering of Exchange
      Notes, and each Holder agrees that, unless it obtains the prior consent of
      the
      Company and any such underwriter, it will not make any offer relating to the
      Transfer Restricted Notes that would constitute an Issuer Free Writing
      Prospectus, or that would otherwise constitute a “free writing prospectus,” as
      defined in Rule 405 under the Act, required to be filed with the
      Commission.  The Company covenants that any Issuer Free Writing
      Prospectus will not include any information that conflicts with the information
      contained in the Shelf Registration Statement or the Prospectus and, any Issuer
      Free Writing Prospectus, when taken together with the information in the Shelf
      Registration Statement and the Prospectus, will not include any untrue statement
      of a material fact or omit to state any material fact necessary in order to
      make
      the statements therein, in light of the circumstances under which they were
      made, misleading.

     

    


    
      
        
          
          

        

        
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    4. Additional
      Interest.
      (a) The parties hereto agree that Holders of Transfer Restricted Notes will
      suffer damages if the Company fails to perform its obligations under Section
      2
      or Section 3 hereof and that it would not be feasible to ascertain the
      extent of such damages. Accordingly, in the event that (i) the applicable
      Registration Statement is not filed with the Commission on or prior to the
      date
      specified herein for such filing, (ii) the applicable Registration
      Statement has not been declared effective by the Commission on or prior to
      the
      date specified herein for such effectiveness after such obligation arises,
      (iii) if the Registered Exchange Offer is required to be Consummated
      hereunder, the Registered Exchange Offer has not been Consummated by the Company
      within the time period set forth in Section 2(a) hereof, or (iv) prior to
      the end of the Exchange Offer Registration Period or the Shelf Registration
      Period, any Shelf Registration Statement or Exchange Offer Registration
      Statement, as the case may be, ceases to be effective or usable at any time
      it
      is required to be effective pursuant to this Agreement except as permitted
      under
      Section 3(c) hereto (each such event referred to in clauses (i) through
      (iv), a “Registration Default”), then additional interest with respect to
      the Transfer Restricted Notes (“Additional Interest”) will accrue with
      respect to the first 90-day period immediately following the occurrence of
      the
      first Registration Default in an amount equal to 0.25% per annum per $1,000
      principal amount of such Notes and will increase by an additional 0.25% per
      annum per $1,000 principal amount of such Notes for each subsequent 90-day
      period until all Registration Defaults have been cured, up to an aggregate
      maximum amount of Additional Interest of 0.5% per annum per $1,000 principal
      amount of Notes for all Registration Defaults. A Registration Default shall
      be
      cured on the date on which (1) in the case of clause (i) above, the
      applicable Registration Statement is filed, (2) in the case of clause
      (ii) above, the applicable Registration Statement is declared effective;
      (3) in the case of clause (iii) above, the Registered Exchange Offer
      is Consummated; and (4) in the case of clause (iv) above, the
      Registration Statement which had ceased to remain effective or usable is
      declared effective or usable. Following the cure of all Registration Defaults,
      the accrual of Additional Interest with respect to such Registration Defaults
      will cease and the interest rate on the Notes shall thereafter be the coupon
      rate. Notwithstanding anything to the contrary in this Section 4(a), the
      Company shall not be required to pay Additional Interest to a Holder of
      Restricted Transfer Notes if such Holder failed to comply with its obligations
      to make the representations set forth in the second sentence of Section 2(b)
      or
      provide the requested information pursuant to Section 3(d) or Section
      5(o).

     

    (b) The
      Company shall notify
      the Trustee and paying agent under the Indenture (or the trustee and paying
      agent under such other indenture under which any Transfer Restricted Notes
      are
      issued) immediately upon the happening of each and every Registration Default.
      The Company shall pay the Additional Interest due on the Transfer Restricted
      Notes by depositing with the paying agent (which shall not be the Company for
      these purposes) for the Transfer Restricted Notes, in trust, for the benefit
      of
      the Holders thereof, prior to 11:00 a.m. on the next interest payment date
      specified in the Indenture (or such other indenture), sums sufficient to pay
      the
      Additional Interest then due. The Additional Interest due shall be payable
      on
      each interest payment date specified by the Indenture (or such other indenture)
      to the record holders entitled to receive the interest payment to be made on
      such date. Each obligation to pay Additional Interest shall be deemed to accrue
      from and include the date of the first applicable Registration Default to,
      but
      excluding, the earlier of (i) the cure of all relevant Registration
      Defaults and (ii) the relevant interest payment date.

     

    


    
      
        
          
          

        

        
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    (c) The
      parties hereto agree
      that the Additional Interest provided for in this Section 4 constitutes a
      reasonable estimate of the damages that will be suffered by Holders of Transfer
      Restricted Notes by reason of the happening of any Registration Default and
      are
      intended to and shall constitute the sole remedy for damages that will be
      suffered by the Holders of the Transfer Restricted Notes by reason of any of
      the
      failures listed in Section 4(a).

     

    (d) All
      Additional Interest
      which has accrued pursuant to this Section 4 and which is outstanding with
      respect to any Transfer Restricted Note shall remain outstanding until paid
      in
      full (notwithstanding termination of this Agreement, Consummation of the
      Registered Exchange Offer or cessation of effectiveness of the Shelf
      Registration Period).

     

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

     

    (a) The
      Company shall furnish
      to the Initial Purchaser, prior to the filing thereof with the Commission,
      a
      copy of any Registration Statement, and each amendment thereof and each
      amendment or supplement, if any, to the Prospectus included therein and shall
      reflect in each such document, when so filed with the Commission, such comments
      as the Initial Purchaser reasonably may propose.

     

    (b) The
      Company shall ensure
      that:

     

    (i) any
      Registration Statement
      and any amendment thereto and any Prospectus contained therein and any amendment
      or supplement thereto complies in all material respects with the
      Act;

     

    (ii) any
      Registration Statement
      and any amendment thereto does not, when it becomes effective, contain an untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary to make the statements therein not misleading;
      and

     

    (iii) any
      Prospectus forming
      part of any Registration Statement, including any amendment or supplement to
      such Prospectus, does not include an untrue statement of a material fact or
      omit
      to state a material fact necessary in order to make the statements therein,
      in
      light of the circumstances under which they were made, not
      misleading;

     

    provided
      that the Company shall have no obligation to ensure the foregoing with respect
      to information with respect to the Initial Purchaser, any Underwriter or any
      Holder required to be included in any Registration Statement or Prospectus
      pursuant to the Act or provided by the Initial Purchaser, any Holder or any
      Underwriter specifically for inclusion in any Registration Statement or
      Prospectus.

     

    


    
      
        
          
          

        

        
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    (c) The
      Company shall promptly
      advise (which advice, other than in the case of clause (i), shall be accompanied
      by an instruction to suspend the use of the Prospectus until the requisite
      changes have been made) the Initial Purchaser and, in the case of a Shelf
      Registration Statement, the Holders of Transfer Restricted Notes covered
      thereby, and, in the case of an Exchange Offer Registration Statement, any
      Participating Broker-Dealer that has provided in writing to the Company a
      telephone or facsimile number and address for notices, and, if requested by
      the
      Initial Purchaser or any such Holder or Participating Broker-Dealer, confirm
      such advice in writing:

     

    (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 amendments or supplements to the Registration Statement or the
      Prospectus included therein or for additional information;

     

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

     

    (iv) of
      the receipt by the
      Company of any notification with respect to the suspension of the qualification
      of the Transfer Restricted Notes included in any Registration Statement for
      sale
      in any jurisdiction or the initiation or threatening of any proceeding for
      such
      purpose; and

     

    (v) of
      the happening of any
      event that requires the making of any changes in the Registration Statement
      or
      the Prospectus so that, as of the date of the issuance of such advice, the
      statements therein are not misleading and do not omit to state a material fact
      required to be stated therein or necessary to make the statements therein (in
      the case of the Prospectus, in light of the circumstances under which they
      were
      made) not misleading.

     

    (d) The
      Company shall use
      reasonable best efforts to obtain the withdrawal of any order suspending the
      effectiveness of any Registration Statement at the earliest possible
      time.

     

    (e) The
      Company shall furnish
      to each Holder of Transfer Restricted Notes included within the coverage of
      any
      Shelf Registration Statement, without charge, at least one copy of such Shelf
      Registration Statement and any post effective amendment thereto, including
      financial statements and schedules, and, if the Holder so requests in writing,
      all exhibits thereto (including those incorporated by reference).

     

    


    
      
        
          
          

        

        
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    (f) The
      Company shall, during
      the Shelf Registration Period, deliver to each Holder of Transfer Restricted
      Notes included within the coverage of any Shelf Registration Statement, without
      charge, as many copies of the Prospectus (including any preliminary Prospectus)
      included in such Shelf Registration Statement and any amendment or supplement
      thereto as such Holder may reasonably request; and the Company consents to
      the
      use of the Prospectus (including any preliminary prospectus) or any amendment
      or
      supplement thereto by each of the selling Holders of Transfer Restricted Notes
      in connection with the offering and sale of the Transfer Restricted Notes
      covered by the Prospectus or any amendment or supplement thereto.

     

    (g) The
      Company shall furnish
      to each Participating Broker-Dealer that so requests, without charge, at least
      one copy of the Exchange Offer Registration Statement and any post-effective
      amendment thereto, including financial statements and schedules, any documents
      incorporated by reference therein and, if the Participating Broker-Dealer so
      requests in writing, all exhibits thereto (including those incorporated by
      reference).

     

    (h) The
      Company shall, during
      the Exchange Offer Registration Period and pursuant to the requirements of
      the
      Act for the resale of the Exchange Notes during the period in which a prospectus
      is required to be delivered under the Act (including any Commission no-action
      letters relating to the Registered Exchange Offer), deliver to each
      Participating Broker-Dealer, without charge, as many copies of the Prospectus
      (including any preliminary Prospectus) included in such Exchange Offer
      Registration Statement and any amendment or supplement thereto as such
      Participating Broker-Dealer may reasonably request; and the Company consents
      to
      the use of the Prospectus (including any preliminary Prospectus) or any
      amendment or supplement thereto by any such Participating Broker-Dealer in
      connection with the offering and sale of the Exchange Notes, as provided in
      Section 2(e) above.

     

    (i) Prior
      to the Registered
      Exchange Offer or any other offering of Transfer Restricted Notes pursuant
      to
      any Registration Statement, the Company shall use reasonable best efforts to
      register, qualify or cooperate with the Holders of Transfer Restricted Notes
      included therein and their respective counsel in connection with the
      registration or qualification of such Transfer Restricted Notes for offer and
      sale under the securities or blue sky laws of such states as any such Holders
      reasonably request in writing and do any and all other acts or things necessary
      or advisable to enable the offer and sale in such jurisdictions of the Transfer
      Restricted Notes covered by such Registration Statement;
provided, however, that the Company will not be
      required to qualify generally to do business in any jurisdiction in which it
      is
      not then so qualified, to file any general consent to service of process or
      to
      take any action which would subject it to general service of process or to
      taxation in any such jurisdiction where it is not then so subject.

     

    


    
      
        
          
          

        

        
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    (j) The
      Company shall cooperate
      with the Holders to facilitate the timely preparation and delivery of
      certificates representing Transfer Restricted Notes to be sold pursuant to
      any
      Registration Statement free of any restrictive legends and in denominations
      and
      registered in such names as Holders may appropriately request prior to sales
      of
      Transfer Restricted Notes pursuant to such Registration Statement.

     

    (k) Upon
      the occurrence of any
      event contemplated by Section 3(c) or paragraph (c) (v) of this Section 5,
      the Company shall promptly prepare and file a post-effective amendment to any
      Registration Statement or an amendment or supplement to the related Prospectus
      or any other required document so that, as thereafter delivered to purchasers
      of
      the Transfer Restricted Notes included therein, the Prospectus will not include
      an untrue statement of a material fact or omit to state any material fact
      necessary to make the statements therein, in light of the circumstances under
      which they were made, not misleading.

     

    (l) The
      Company shall use its
      reasonable best efforts to obtain a new CUSIP number (if not already obtained)
      for the Transfer Restricted Notes or Exchange Notes registered under such
      Registration Statement, as the case may be, not later than the effective date
      of
      such Registration Statement.

     

    (m) The
      Company shall use its
      reasonable best efforts to comply with all applicable rules and regulations
      of
      the Commission and shall make generally available to the security holders as
      soon as practicable after the effective date of the applicable Registration
      Statement an earnings statement satisfying the provisions of Section 11(a)
      of
      the Act and Rule 158 promulgated thereunder.

     

    (n) The
      Company shall use
      reasonable best efforts to cause the Indenture to be qualified under the Trust
      Indenture Act in a timely manner.

     

    (o) The
      Company may require
      each Holder of Transfer Restricted Notes to be sold pursuant to any Shelf
      Registration Statement to furnish to the Company such information regarding
      the
      Holder and the distribution of such Transfer Restricted Notes as may, from
      time
      to time, be reasonably required by the Act, and the obligations of the Company
      to any Holder hereunder shall be expressly conditioned on the compliance of
      such
      Holder with such request.

     

    (p) The
      Company shall, if
      requested, promptly incorporate in a Prospectus supplement or post-effective
      amendment to a Shelf Registration Statement (i) such information as the
      Majority Holders or, if the Transfer Restricted Notes are being sold in an
      underwritten offering, as the Managing Underwriters and the Majority Holders,
      reasonably provide to the Company in writing for inclusion in the Shelf
      Registration Statement, or Prospectus, and (ii) such information as a
      Holder may reasonably provide from time to time to the Company in writing for
      inclusion in a Prospectus or any Shelf Registration Statement, in the case
      of
      clause (i) or (ii) above, concerning such Holder and/or underwriter
      and the distribution of such Holder’s Transfer Restricted Notes and, in either
      case, shall make all required filings of such Prospectus supplement or
      post-effective amendment as soon as practicable after being notified in writing
      of the matters to be incorporated in such Prospectus supplement or
      post-effective amendment.

     

    


    
      
        
          
          

        

        
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    (q) In
      the case of any Shelf
      Registration Statement, the Company shall enter into such agreements (including
      underwriting agreements) and take all other customary and appropriate actions
      as
      may be reasonably requested in order to expedite or facilitate the registration
      or the disposition of any Transfer Restricted Notes, and in connection
      therewith, if an underwriting agreement is entered into, cause the same to
      contain indemnification provisions and procedures no less favorable than those
      set forth in Section 8 (or such other provisions and procedures reasonably
      acceptable to the Majority Holders and the Managing Underwriters, if any, with
      respect to all parties to be indemnified pursuant to
      Section 8).

     

    (r) In
      the case of any Shelf
      Registration Statement, the Company shall:

     

    (i) make
      reasonably available
      for inspection by the Holders of Transfer Restricted Notes to be registered
      thereunder, any Managing Underwriter participating in any disposition pursuant
      to such Shelf Registration Statement, and any attorney, accountant or other
      agent retained by the Holders or any such Managing Underwriter, all relevant
      financial and other records, pertinent corporate documents and properties of
      the
      Company and any of its subsidiaries reasonably requested by such
      persons;

     

    (ii) make
      available for
      inspection by the Holders or any such Managing Underwriter, and any attorney,
      accountant or other agent retained by such Holder or Managing Underwriter
      (collectively, the “Inspectors”), at the offices where normally kept,
      during reasonable business hours at such time or times as shall be mutually
      convenient for the Company and the Inspectors as a group, 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 the Shelf Registration Statement. Records that
      the
      Company determines, in good faith, to be confidential and any Records that
      it
      notifies the Inspectors are confidential shall not be disclosed by any Inspector
      unless: (aa) the disclosure of such Records is necessary to avoid or
      correct a material misstatement or material omission in the Shelf Registration
      Statement or Prospectus; (bb) the release of such Records is ordered
      pursuant to a subpoena or other order from a court of competent jurisdiction;
      (cc) disclosure of such information is, in the opinion of counsel for any
      Inspector, necessary or advisable in connection with any action, claim, suit
      or
      proceeding, directly involving or potentially involving such Inspector and
      arising out of, based upon, relating to, or involving this Agreement or any
      transactions contemplated hereby or arising hereunder; or (dd) the
      information in such Records has been made generally available to the public
      other than through the acts of such Inspector; provided that prior notice shall
      be provided as soon as practicable to the Company of the potential disclosure
      of
      any information by such Inspector pursuant to clauses (bb) and (cc) of
      this Section 5(r)(ii) to permit the Company to obtain a protective order
      (or waive the provisions of this Section 5(r)(ii)). Each Inspector shall
      take such actions as are reasonably necessary to protect the confidentiality
      of
      such information (if practicable) to the extent such actions are otherwise
      not
      inconsistent with, an impairment of or in derogation of the rights and interests
      of the Holder or any Inspector, unless and until such information in such
      Records has been made generally available to the public other than as a result
      of a breach of this Agreement;

     

    


    
      
        
          
          

        

        
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    (iii) make
      such representations
      and warranties to the Holders of Transfer Restricted Notes registered thereunder
      and the Managing Underwriters, if any, in form, substance and scope as are
      customarily made by the Company to Managing Underwriters and covering matters
      including, but not limited to, those set forth in the Purchase
      Agreement;

     

    (iv) obtain
      opinions of counsel
      to the Company and updates thereof (which counsel and opinions, in form, scope
      and substance, shall be reasonably satisfactory to the Managing Underwriters,
      if
      any) addressed to each selling Holder and the Managing 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 Managing Underwriters;

     

    (v) obtain
“comfort”
letters
      and
      updates thereof from the independent certified public accountants of the Company
      (and, if necessary, any other independent certified public accountants of any
      subsidiary of the Company or of any business acquired by the Company for which
      financial statements and financial data are, or are required to be, included
      in
      the Registration Statement), addressed to each selling Holder of the Transfer
      Restricted Notes covered by such Shelf Registration Statement (provided such
      Holder furnishes the accountants with such representations as the accountants
      customarily require in similar situations) and the Managing 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 and the
      Managing Underwriters, if any, including those to evidence compliance with
      Section 5(i) and with any customary conditions contained in the underwriting
      agreement or other agreement entered into by the Company.

     

    The
      foregoing actions set forth in this Section 5(r) shall be performed at
      (i) the effectiveness of such Shelf Registration Statement and each
      post-effective amendment thereto and (ii) each pricing and closing, as
      applicable, under any underwriting or similar agreement as and to the extent
      required thereunder.

     

    (s) If
      in the reasonable
      opinion of counsel to the Company there is a question as to whether the
      Registered Exchange Offer is permitted by applicable law, the Company hereby
      agrees to seek a no-action letter or other favorable decision from the
      Securities Exchange Commission (the “Commission”) allowing the Company to
      consummate a Registered Exchange Offer for such Transfer Restricted Notes.
      The
      Company hereby agrees to pursue the issuance of such a decision to the
      Commission staff level but shall not be required to take commercially
      unreasonable action to effect a change of Commission policy. The Company hereby
      agrees, however, to (A) participate in telephonic conferences with the
      Commission, (B) deliver to the Commission staff an analysis prepared by
      counsel to the Company setting forth the legal bases, if any, upon which such
      counsel has concluded that such a Registered Exchange Offer should be permitted
      and (C) diligently pursue a favorable resolution by the Commission staff of
      such submission.

     

    
      
        
          
          

        

        
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    6. Registration
      Expenses. The Company shall bear all reasonable fees and expenses (including
      the reasonable fees and expenses, if any, of Kennedy Covington Lobdell &
Hickman, L.L.P., counsel for the Initial Purchaser, incurred in connection
      with
      the Registered Exchange Offer) incurred in connection with the performance
      of
      its obligations under Sections 2, 3, 4 and 5 hereof (other than brokers’,
      dealers’ and underwriters’ discounts and commissions and brokers’, dealers’ and
      underwriters’ counsel fees) and, in connection with the Shelf Registration
      Statement, shall reimburse the Holders for the reasonable fees and disbursements
      of one counsel for the Holders in connection therewith (which counsel shall
      be
      selected by the Majority Holders).

     

    7. Rules 144
      and
      144A. The Company shall use reasonable best efforts to file the reports
      required to be filed by it under the Act and the Exchange Act in a timely manner
      and, if at any time the Company is not required to file such reports, it will,
      upon the request of any Holder of Transfer Restricted Notes, make publicly
      available the applicable information necessary to permit sales of their
      securities pursuant to Rules 144 and 144A (or any successor rule adopted by
      the Commission). The Company covenants that it will use its reasonable best
      efforts to take such further action as any Holder of Transfer Restricted Notes
      may reasonably request, all to the extent required from time to time to enable
      such Holder to sell Transfer Restricted Notes without registration under the
      Securities Act within the limitations of the exemptions provided by Rules 144
      and 144A (including the requirements of Rule 144A(d)(4) if applicable). The
      Company will provide a copy of this Agreement to prospective purchasers of
      Transfer Restricted Notes identified to the Company by the Initial Purchaser
      upon request. Upon the request of any Holder of Transfer Restricted Notes,
      the
      Company shall deliver to such Holder a written statement as to whether it has
      complied with such requirements.

     

    8. Indemnification
      and
      Contribution. (a) (i) In connection with any Registration Statement,
      the Company agrees to indemnify and hold harmless each Holder of Transfer
      Restricted Notes covered thereby, the directors, officers, employees and agents
      of each such Holder and each person who controls any such Holder within the
      meaning of either the Act or the Exchange Act against any losses, claims,
      damages or liabilities, joint or several, to which they or any of them may
      become subject, insofar as such losses, claims, damages or liabilities (or
      actions in respect thereof) arise out of or are based upon (i) any untrue
      statement or alleged untrue statement of any material fact contained in the
      Registration Statement as originally filed or in any amendment thereof, in
      any
      preliminary Prospectus or Prospectus or in any amendment thereof or supplement
      thereto, or (ii) the omission or alleged omission to state therein a
      material fact necessary to make the statements therein not misleading (in the
      case of the Prospectus, in light of the circumstances under which they were
      made), and will reimburse, as incurred, each such indemnified party, as
      incurred, for any legal or other expenses reasonably incurred by them in
      connection with investigating, defending against or appearing as a third-party
      witness in connection with any such loss, claim, damage, liability or action;
      provided, however, that the Company will not be liable in
      any case to the extent that any such loss, claim, damage or liability arises
      out
      of or is based upon (A) any untrue statement or alleged untrue statement or
      omission or alleged omission made therein in reliance upon and in conformity
      with written information relating to the Holder furnished to the Company by
      or
      on behalf of any such Holder specifically for use therein, or (B) use of a
      Registration Statement or the related Prospectus during a period when a stop
      order has been issued in respect of such Registration Statement or any
      proceedings for that purpose have been initiated or use of a Prospectus when
      use
      of such Prospectus has been suspended pursuant to Section 3(c) or 5(c);
provided, that in each case, that the Company has previously provided
      notice to such Holder of such stop order, initiation of proceedings or
      suspension. This indemnity agreement will be in addition to any liability that
      the Company may otherwise have.

     

    


    
      
        
          
          

        

        
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    (ii) The
      Company also agrees to
      indemnify or contribute to Losses, as provided in Section 8(d), of any
      Managing Underwriters of Transfer Restricted Notes registered under a
      Registration Statement, their officers and directors and each person who
      controls such Managing Underwriters on substantially the same basis as that
      of
      the indemnification of the selling Holders provided in this Section 8(a) and
      shall, if requested by any Holder, enter into an underwriting agreement
      reflecting such agreement, as provided in Section 5(q) hereof.

     

    (b) Each
      Holder of Transfer
      Restricted Notes covered by a Registration Statement severally agrees to
      indemnify and hold harmless the Company and its directors, officers, employees
      and agents and each person who controls the Company within the meaning of either
      the Act or the Exchange Act to the same extent as the foregoing indemnity from
      the Company to each such Holder, but only with reference to written information
      relating to such Holder furnished to the Company by or on behalf of such Holder
      specifically for inclusion in the documents referred to in the foregoing
      indemnity, or improper use by the Holder of a Registration Statement or the
      related Prospectus during a period when a stop order has been issued in respect
      of such Registration Statement or any proceedings for that purpose have been
      initiated or use of a Prospectus when use of such Prospectus has been suspended
      pursuant to Section 3(c) or 5(c); provided that in each case, that
      such Holder received prior notice of such stop order, initiation of proceedings
      or suspension. This indemnity agreement will be in addition to any liability
      which any such Holder or person may otherwise have.

     

    (c) Promptly
      after receipt by
      an indemnified party under this Section 8 of notice of the commencement of
      any action, such indemnified party will, if a claim in respect thereof is to
      be
      made against the indemnifying party under this Section 8, notify the
      indemnifying party in writing of the commencement thereof; but the failure
      so to
      notify the indemnifying party (i) will not relieve it from liability under
      paragraph (a) or (b) above unless and to the extent it did not
      otherwise learn of such action and such failure results in the forfeiture by
      the
      indemnifying party of substantial rights and defenses and (ii) will not, in
      any event, relieve the indemnifying party from any obligations to any
      indemnified party other than the indemnification obligation provided in
      paragraph (a) or (b) above. The indemnifying party shall be entitled
      to appoint counsel of the indemnifying party’s choice at the indemnifying
      party’s expense to represent the indemnified party in any action for which
      indemnification is sought (in which case the indemnifying party shall not
      thereafter be responsible for the fees and expenses of any separate counsel
      retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably
      satisfactory to the indemnified party. Notwithstanding the indemnifying party’s
      election to appoint counsel to represent the indemnified party in an action,
      the
      indemnified parties collectively shall have the right to employ one separate
      counsel (in addition to local counsel), and the indemnifying party shall bear
      the reasonable fees, costs and expenses of such separate counsel (and local
      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, based on the advice
      of
      outside counsel, that there may be legal defenses available to it and/or other
      indemnified parties which are different from or additional to those available
      to
      the indemnifying party, (iii) the indemnifying party shall not have
      employed counsel 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 have authorized the
      indemnified party to employ separate counsel at the expense of the indemnifying
      party; provided further, that the indemnifying party shall
      not be responsible for the fees and expenses of more than one separate counsel
      (not including appropriate local counsel) representing all the indemnified
      parties under paragraph (a) or paragraph (b) above. An indemnifying
      party will not, without the prior written consent of the indemnified parties,
      settle or compromise or consent to the entry of any judgment with respect to
      any
      pending or threatened claim, action, suit or proceeding in respect of which
      indemnification or contribution may be sought hereunder (whether or not the
      indemnified parties are actual or potential parties to such claim or action)
      unless such settlement, compromise or consent includes an unconditional release
      of each indemnified party from all liability arising out of such claim, action,
      suit or proceeding.

     

    


    
      
        
          
          

        

        
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    (d) In
      the event that the
      indemnity provided in paragraph (a) or (b) of this Section 8 is
      unavailable to or insufficient to hold harmless an indemnified party for any
      reason, then each applicable indemnifying party, in lieu of indemnifying such
      indemnified party, shall have a joint and several obligation to contribute
      to
      the aggregate losses, claims, damages and liabilities (including legal or other
      expenses reasonably incurred in connection with investigating or defending
      same)
      (collectively “Losses”) to which such indemnified party may be subject in
      such proportion as is appropriate to reflect the relative benefits received
      by
      such indemnifying party, on the one hand, and such indemnified party, on the
      other hand, from 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. 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 the Company on the one hand or such Holder
      or
      such other indemnified person, as the case may be, on the other, and the
      parties’ relative intent, knowledge, access to information and opportunity to
      correct or prevent such statement or omission. The relative benefits received
      by
      the Company on the one hand and the Holders on the other with respect to the
      Registration Statement shall be deemed to be in the same proportion as the
      sum
      of the net proceeds from the original issuance of the Notes received by the
      Company, on the one hand, bear to the gain realized by the Holder with respect
      to its sale of Transfer Restricted Securities, on the other. Benefits received
      by any Managing 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 that resulted in such
      Losses. The amount paid by an indemnified party as a result of the losses,
      claims, damages or liabilities referred to in the first sentence of this
      subsection (d) shall be deemed to include any legal or other expenses reasonably
      incurred by such indemnified party in connection with investigating or defending
      any action or claim which is the subject of this subsection (d). Notwithstanding
      any other provision of this Section 8(d), the Holders of the Transfer
      Restricted Notes shall in no case be required to contribute any amount in excess
      of the amount by which the net proceeds received by such Holders from the sale
      of the Transfer Restricted Notes pursuant to a Registration Statement exceeds
      the amount of damages which such Holders have otherwise been required to pay
      by
      reason of such untrue or alleged untrue statement or omission or alleged
      omission and in no case shall any Managing Underwriter be responsible for any
      amount in excess of the underwriting discount or commission applicable to the
      Transfer Restricted Notes purchased by such Managing Underwriter under the
      Registration Statement which resulted in such Losses pursuant to the terms
      of
      this Agreement. The parties agree that it would not be just and equitable if
      contribution were determined by pro rata allocation or any other method of
      allocation that does not take into account 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 8, each person
      who controls an indemnified party within the meaning of either the Act or the
      Exchange Act and each director, officer, employee and agent of such indemnified
      party shall have the same rights to contribution as such indemnified party,
      and
      each person who controls the Company within the meaning of either the Act or
      the
      Exchange Act and each director, officer, employee and agent of the Company
      shall
      have the same rights to contribution as the Company, subject in each case to
      the
      applicable terms and conditions of this paragraph (d).

     

    


    
      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

     

     

    (e) The
      provisions of this
      Section 8 will remain in full force and effect, regardless of any
      investigation made by or on behalf of any Holder, the Company or any of the
      officers, directors or controlling persons referred to in Section 8 hereof,
      and will survive the sale by a Holder of Transfer Restricted Notes covered
      by a
      Registration Statement.

     

    9. Underwritten
      Registrations.

     

    If
      any of the Transfer Restricted
      Notes covered by any Shelf Registration statement are to be sold in an
      underwritten offering, the Managing Underwriter that will administer the
      offering will be selected by the Majority Holders of such Transfer Restricted
      Notes included in such offering, subject to the consent of the Company, which
      is
      not to be unreasonably withheld; it being expressly agreed that Wachovia Capital
      Markets, LLC is an acceptable Managing Underwriter to the Company and such
      Holders shall be responsible for all underwriting commissions and discounts
      in
      connection therewith.

     

    No
      person may participate in any
      underwritten registration hereunder unless such person (i) agrees to sell such
      person’s Transfer Restricted Notes 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, custody agreements, indemnities, underwriting agreements
      and
      other documents reasonably required under the terms of such underwriting
      arrangements.

     

    10. Miscellaneous.
      (a)
No Inconsistent Agreements. The Company has not, as of the date hereof,
      entered into nor shall it, on or after the date hereof, enter into any agreement
      that is inconsistent with the rights granted to the Holders herein or otherwise
      conflicts with the provisions hereof.

     

    (b) Amendments
      and
      Waivers. The provisions of this Agreement, including the provisions of this
      sentence, may not be amended, qualified, modified or supplemented, and waivers
      or consents to departures from the provisions hereof may not be given, unless
      the Company has obtained the written consent of the Majority Holders.
      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 the
      Holders whose securities are being sold pursuant to an Exchange Offer
      Registration Statement or a Shelf Registration Statement and that does not
      directly or indirectly affect, impair, limit or compromise the rights of other
      Holders may be given by Holders of at least a majority in aggregate principal
      amount of the applicable notes being sold pursuant to such registration
      statement.

     

    


    
      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

    

     

     

    (c) 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:

     

    (i) if
      to the Initial
      Purchaser, as follows:

     

    Wachovia
      Capital Markets, LLC

    One Wachovia Center

    301
      South
      College Street

    Charlotte,
      North Carolina 28288-0604

    Fax:
      (704) 383-6596

    Attention:
      High Yield Origination

     

    With
      a
      copy to:

     

    Kennedy
      Covington Lobdell & Hickman, L.L.P.

    214
      N.
      Tryon Street, 47th Floor

    Charlotte,
      North Carolina 28202

    Fax:
      (704) 331-7598

    Attention:
      Sean M. Jones

     

    (ii) if
      to any other Holder, at
      the most current address given by such Holder to the Company in accordance
      with
      the provisions of this Section 10(c), which address initially is, with
      respect to each Holder, the address of such Holder maintained by the registrar
      under the Indenture, with a copy in like manner to the Initial Purchaser;
      and

     

     

    (iii) if
      to the Company, as
      follows:

     

    IKON
      Office Solutions, Inc.

    70
      Valley
      Stream Parkway

    Malvern,
      PA 19355

    Attention:
      Chief Financial Officer

    Fax:
      (610) 408-7028

     

    With
      a
      copy to:

     

    Cravath,
      Swaine & Moore LLP

    Worldwide
      Plaza

    825
      Eighth Avenue

    New
      York,
      NY 10019-7475

    Attention:
      Andrew J. Pitts

    Fax:
      (212) 474-3700

     

    


    
      
        
          
          

        

        
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    All
      such notices and communications
      shall be deemed to have been duly given when received, if delivered by hand
      or
      air courier, and when sent, if sent by first-class mail, telex or
      telecopier.

     

    The
      Company by notice to the others
      may designate additional or different addresses for subsequent notices or
      communications.

     

    (d) Successors
      and
      Assigns. This Agreement shall inure to the benefit of and be binding upon
      the successors and assigns of each of the parties, including, without the need
      for an express assignment or any consent by the Company thereto, subsequent
      Holders.

     

    (e) 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.

     

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

     

    (g) Governing
      Law and
      Consent to Jurisdiction. This agreement shall be governed by and construed
      in accordance with the laws of the State of New York. The Company
      (x) submits to the nonexclusive jurisdiction of the courts of the State of
      New York and of the United States sitting in the Borough of Manhattan in respect
      of any action, claim or proceeding (“Proceeding”) arising out of or
      relating to this Agreement or the transactions contemplated hereby, (y)
      irrevocably waives, to the fullest extent permitted by applicable law, any
      objection that it may now or hereafter have to the laying of venue of any
      Proceeding in the Supreme Court of the State of New York, County of New York,
      or
      the United States District Court for the Southern District of New York, and
      any
      claim that any Proceeding in any such court has been brought in an inconvenient
      forum, and (z) agree that any service of process or other legal summons in
      connection with any Proceeding may be served on it by mailing a copy thereof
      by
      registered mail, or a form of mail substantially equivalent thereto, postage
      prepaid, addressed to the served party at its address as provided for in
      Section 10(c). Nothing in this section shall affect the right of the
      parties to serve process in any other manner permitted by law.

     

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

     

    (i) Notes
      Held by the
      Company, Etc. Whenever the consent or approval of Holders of a specified
      percentage of principal amount of Transfer Restricted Notes or Exchange Notes
      is
      required hereunder, Transfer Restricted Notes or Exchange Notes held by the
      Company or any of its Affiliates (other than subsequent Holders of Transfer
      Restricted Notes or Exchange Notes if such subsequent Holders are deemed to
      be
      Affiliates solely by reason of their holdings of such Notes) shall not be
      counted in determining whether such consent or approval was given by the Holders
      of such required percentage.

     

    [The
      remainder of this page is intentionally left blank.]

     

    


    
      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

    

    


     

    Please
      confirm that the foregoing correctly sets forth the agreement between and among
      the Company and the Initial Purchaser.

     

     

    
      	  Very
              truly yours,
	  
	  IKON
              OFFICE SOLUTIONS, INC.
	  
	 By:	 /s/
              Richard J. Obetz
	 Name:	 Richard
              J. Obetz
	 Title:	 Vice
              President and Treasurer


    

     

     

                            

     

    SIGNATURE
      PAGE TO REGISTRATION RIGHTS AGREEMENT

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    


    The
      foregoing Agreement is hereby acknowledged

    and
      accepted as of the date first written above.

                                             

    
      	
              WACHOVIA
                CAPITAL MARKETS, LLC

            
	 	 
	 By:	 /s
              Rit N Amin
	 Name:	 Rit
              N Amin
	 Title:	 Director


    

     

    


    SIGNATURE
      PAGE TO REGISTRATION RIGHTS AGREEMENT

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ANNEX
      A

     

    Each
      broker-dealer that receives Exchange Notes for its own account pursuant to
      the
      Registered Exchange Offer must acknowledge that it will deliver a prospectus
      in
      connection with any resale of such Exchange Notes. 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 during the Exchange Offer Registration
      Period in connection with resales of Exchange Notes received in exchange for
      Notes where such Notes were acquired by such broker-dealer as a result of
      market-making activities or other trading activities. The Company has agreed
      that, during the Exchange Offer Registration Period, it will make this
      Prospectus available to any broker-dealer for use in connection with any such
      resale. See “Plan of Distribution.”

     

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ANNEX
      B

     

    Each
      broker-dealer that receives Exchange Notes for its own account in exchange
      for
      Notes, where such Notes 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 Exchange Notes
      during the Exchange Offer Registration Period. See “Plan of
      Distribution.”

     

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ANNEX
      C

     

    PLAN
      OF
      DISTRIBUTION

     

    Each
      broker-dealer that receives
      Exchange Notes for its own account pursuant to the Registered Exchange Offer
      must acknowledge that it will deliver a prospectus in connection with any resale
      of such Exchange Notes during the Exchange Offer Registration Period. 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 Exchange Notes received in
      exchange for Notes where such Notes were acquired as a result of market-making
      activities or other trading activities. The Company has agreed that, during
      the
      Exchange Offer Registration Period, it will make this Prospectus, as amended
      or
      supplemented, available to any broker-dealer for use in connection with any
      such
      resale.

     

    The
      Company will not receive any
      proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes
      received by broker-dealers for their own account pursuant to the Registered
      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 Exchange Notes 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 Purchaser 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 Purchaser of any such Exchange Notes. Any broker-dealer
      that resells Exchange Notes that were received by it for its own account
      pursuant to the Registered Exchange Offer and any broker or dealer that
      participates in a distribution of such Exchange Notes may be deemed to be an
      “underwriter” within the meaning of the Act and any profit from any such resale
      of Exchange Notes 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.

     

    During
      the Exchange Offer
      Registration Period, the Company will promptly send additional copies of this
      Prospectus and any amendment or supplement to this Prospectus to any
      broker-dealer that requests such documents in the Letter of Transmittal. The
      Company has agreed to pay all expenses incident to the Registered Exchange
      Offer
      (including the expenses of one counsel for the holders of the Notes) other
      than
      dealers’ and brokers’ discounts, commissions and counsel fees and will indemnify
      the holders of the Notes (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

     

     

    CHECK
      HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF
      THE
      PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

     

    Name:

     

    Address:

     

    The
      undersigned represents that it
      is not an Affiliate of the Company, that any Exchange Notes to be received
      by it
      will be acquired in the ordinary course of business and that at the time of
      the
      commencement of the Registered Exchange Offer it had no arrangement with any
      person to participate in a distribution of the Exchange Notes.

     

    In
      addition, if the undersigned is
      not a broker-dealer, the undersigned represents that it is not engaged in,
      and
      does not intend to engage in, a distribution of Exchange Notes. If the
      undersigned is a broker-dealer that will receive Exchange Notes for its own
      account in exchange for Notes, it represents that the Notes to be exchanged
      for
      Exchange Notes 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 Exchange Notes; 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.