“Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of ExchangeSecurities for Registrable Securities pursuant to Section 2(a) hereof.     “Exchange Offer Registration” shall mean a registration under the Securities Acteffected pursuant to Section 2(a) hereof.     “Exchange Offer Registration Statement” shall mean an exchange offer registration statement onForm S-4 (or, if applicable, on another appropriate form) and all amendments and supplements tosuch registration statement, in each case including the Prospectus contained therein or deemed apart thereof, all exhibits thereto and any document incorporated by reference therein.     “Exchange Securities” shall mean senior secured notes issued by the Company and guaranteed bythe Guarantors under the Indenture containing terms identical to the Securities (except that theExchange Securities will not be subject to restrictions on transfer or to any increase in annualinterest rate for failure to comply with this Agreement) and to be offered to Holders of Securitiesin exchange for Securities pursuant to the Exchange Offer.     “Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under theSecurities Act) prepared by or on behalf of the Company or used or referred to by the Company inconnection with the sale of the Securities or the Exchange Securities.     “Guarantors” shall have the meaning set forth in the preamble and shall also include anyGuarantor’s successors and any Additional Guarantors.     “Holders” shall mean the Initial Purchasers, for so long as they own any RegistrableSecurities, and each of their successors, assigns and direct and indirect transferees who becomeowners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.     “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.     “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.     “Indenture” shall mean the Indenture relating to the Securities dated as of October 9, 2009among the Company, the Guarantors and The Bank of New York Mellon, as trustee, and as the same maybe amended from time to time in accordance with the terms thereof.     “Initial Purchasers” shall have the meaning set forth in the preamble.
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     “Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof.     “IssuerInformation” shall have the meaning set forth in Section 5(a) hereof.     “JPMorgan” shall have the meaning set forth in the preamble.     “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount ofthe outstanding Registrable Securities; provided that whenever the consent or approval of Holdersof a specified percentage of Registrable Securities is required hereunder, any RegistrableSecurities owned directly or indirectly by the Company or any of its affiliates shall not becounted in determining whether such consent or approval was given by the Holders of such requiredpercentage or amount; and provided, further, that if the Company shall issue any additionalSecurities under the Indenture prior to consummation of the Exchange Offer or, if applicable, theeffectiveness of any Shelf Registration Statement, such additional Securities and the RegistrableSecurities to which this Agreement relates shall be treated together as one class for purposes ofdetermining whether the consent or approval of Holders of a specified percentage of RegistrableSecurities has been obtained.     “ParticipatingBroker-Dealers” shall have the meaning set forth in Section 4(a) hereof.     “Person” shall mean an individual, partnership, limited liability company, corporation, trustor unincorporated organization, or a government or agency orpolitical subdivision thereof.     “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulationsof the Securities Act, deemed a part of, a Registration Statement, including any preliminaryprospectus, and any such prospectus as amended or supplemented by any prospectus supplement,including a prospectus supplement with respect to the terms of the offering of any portion of theRegistrable Securities covered by a Shelf Registration Statement, and by all other amendments andsupplements to such prospectus, and in each case including any document incorporated by referencetherein.     “Purchase Agreement” shall have the meaning set forth in the preamble.     “Registrable Securities” shall mean the Securities; provided that the Securities shall ceaseto be Registrable Securities (i) when a Registration Statement with respect to such Securities hasbecome effective under the Securities Act and such Securities have been exchanged or disposed ofpursuant to such Registration Statement, (ii) when such Securities have been sold pursuant to Rule144 under the Securities Act under circumstances in which any
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legend borne by the Securities relating to restrictions on transferability thereof is removed or(iii) when such Securities cease to be outstanding.     “Registration Expenses” shall mean any and all expenses incident to performance of orcompliance by the Company and the Guarantors with this Agreement, including without limitation: (i)all SEC, stock exchange or Financial Industry Regulatory Authority registration and filing fees,(ii) all fees and expenses incurred in connection with compliance with state securities or blue skylaws (including reasonable fees and disbursements of counsel for any Underwriters or Holders inconnection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii)all expenses of any Persons in preparing or assisting in preparing, word processing, printing anddistributing any Registration Statement, any Prospectus, any Free Writing Prospectus and anyamendments or supplements thereto, any underwriting agreements, securities sales agreements orother similar agreements and any other documents relating to the performance of and compliance withthis Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to thequalification of the Indenture under applicable securities laws, (vi) the fees and disbursements ofthe Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and theGuarantors and, in the case of a Shelf Registration Statement, the fees and disbursements of onecounsel for the Holders (which counsel shall be selected by the Majority Holders and which counselmay also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of allindependent public accountants of the Company and the Guarantors, including the expenses of anyspecial audits or “comfort” letters required by or incident to the performance of and compliancewith this Agreement, but excluding fees and expenses of counsel to the Underwriters (other thanfees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts andcommissions, brokerage commissions and transfer taxes, if any, relating to the sale or dispositionof Registrable Securities by a Holder.     “Registration Statement” shall mean any registration statement of the Company and theGuarantors that covers any of the Exchange Securities or Registrable Securities pursuant to theprovisions of this Agreement and all amendments and supplements to any such registration statement,including post-effective amendments, in each case including the Prospectus contained therein ordeemed a part thereof, all exhibits thereto and any document incorporated by reference therein.     “SEC” shall mean the United States Securities and Exchange Commission.     “Securities” shall have the meaning set forth in the preamble.
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     “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.     “Shelf Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof.     “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.     “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company andthe Guarantors that covers all or a portion of the Registrable Securities (but no other securitiesunless approved by a majority of the Holders whose Registrable Securities are to be covered by suchShelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, orany similar rule that may be adopted by the SEC, and all amendments and supplements to suchregistration statement, including post-effective amendments, in each case including the Prospectuscontained therein or deemed a part thereof, all exhibits thereto and any document incorporated byreference therein.     “Shelf Request” shall have the meaning set forth in Section 2(b) hereof.     “Subsidiary Guarantees” shall mean the guarantees of the Securities and Exchange Securities bythe Guarantors under the Indenture.     “Staff” shall mean the staff of the SEC.     “Target Registration Date” shall have the meaning set forth in Section 2(d) hereof.     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from timeto time.     “Trustee” shall mean the trustee with respect to the Securities under the Indenture.     “Underwriter” shall have the meaning set forth in Section 3(e) hereof.     “Underwritten Offering” shall mean an offering in which Registrable Securities aresold to an Underwriter for reoffering to the public.     2. Registration Under the Securities Act. (a) To the extent not prohibited byany applicable law or applicable interpretations of the Staff, the
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Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed on orprior to July 6, 2010 an Exchange Offer Registration Statement covering an offer to the Holders toexchange all the Registrable Securities for Exchange Securities and (ii) have such RegistrationStatement remain effective until 180 days after the last Exchange Date for use by one or moreParticipating Broker-Dealers. The Company and the Guarantors shall commence the Exchange Offerpromptly after the Exchange Offer Registration Statement is declared effective by the SEC and usetheir reasonable best efforts to complete the Exchange Offer not later than 60 days after sucheffective date.     The Company and the Guarantors shall commence the Exchange Offer by mailing the relatedProspectus, appropriate letters of transmittal and other accompanying documents to each Holderstating, in addition to such other disclosures as are required by applicable law, substantially thefollowing:(i) that the Exchange Offer is being made pursuant to this Agreement and that allRegistrable Securities validly tendered and not properly withdrawn will be accepted forexchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 20 BusinessDays from the date such notice is mailed) (the “Exchange Dates”); (iii) that any Registrable Security not tendered will remain outstanding and continue toaccrue interest but will not retain any rights under this Agreement, except as otherwisespecified herein; (iv) that any Holder electing to have a Registrable Security exchanged pursuant to theExchange Offer will be required to (A) surrender such Registrable Security, together with theappropriate letters of transmittal, to the institution and at the address (located in theBorough of Manhattan, The City of New York) and in the manner specified in the notice, or (B)effect such exchange otherwise in compliance with the applicable procedures of the depositaryfor such Registrable Security, in each case prior to the close of business on the lastExchange Date; and (v) that any Holder will be entitled to withdraw its election, not later than the close ofbusiness on the last Exchange Date, by (A) sending to the institution and at the address(located in the Borough of Manhattan, The City of New York) specified in the notice, atelegram, telex, facsimile transmission or letter setting forth the name of such Holder, theprincipal amount of Registrable Securities delivered for exchange and a statement that suchHolder is withdrawing its election to have such Securities exchanged or (B) effecting suchwithdrawal in compliance with the applicable procedures of the depositary for the RegistrableSecurities.
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     As a condition to participating in the Exchange Offer, a Holder will be required to representto the Company and the Guarantors that (i) any Exchange Securities to be received by it will beacquired in the ordinary course of its business, (ii) at the time of the commencement of theExchange Offer it has no arrangement or understanding with any Person to participate in thedistribution (within the meaning of the Securities Act) of the Exchange Securities in violation ofthe provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule405 under the Securities Act) of the Company or any Guarantor and (iv) if such Holder is abroker-dealer that will receive Exchange Securities for its own account in exchange for RegistrableSecurities that were acquired as a result of market-making or other trading activities, then suchHolder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectusto purchasers) in connection with any resale of such Exchange Securities.     As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:(i) accept for exchange Registrable Securities or portions thereof validlytendered and not properly withdrawn pursuant to the Exchange Offer; and(ii) deliver, or cause to be delivered, to the Trustee for cancellation allRegistrable Securities or portions thereof so accepted for exchange by the Company andissue, and cause the Trustee to promptly authenticate and deliver to each Holder, ExchangeSecurities equal in principal amount to the principal amount of the Registrable Securitiestendered by such Holder.     The Company and the Guarantors shall use their reasonable best efforts to complete theExchange Offer as provided above and shall comply with the applicable requirements of theSecurities Act, the Exchange Act and other applicable laws and regulations in connection with theExchange Offer. The Exchange Offer shall not be subject to any conditions, other than that theExchange Offer does not violate any applicable law or applicable interpretations of the Staff.     (b) In the event that (i) the Company and the Guarantors determine that the ExchangeOffer Registration provided for in Section 2(a) above is not available or may not be completed assoon as practicable after the last Exchange Date because it would violate any applicable law orapplicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reasoncompleted by October 29, 2010 or (iii) upon receipt of a written request (a “Shelf Request”) within20 days after the last Exchange Date from any Initial Purchaser representing that it holdsRegistrable Securities that are or were ineligible to be exchanged in the Exchange Offer, theCompany and the Guarantors shall use their reasonable best efforts to cause to be filed as soon aspracticable after such determination, date or Shelf Request, as the case may be, a ShelfRegistration
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Statement providing for the sale of all the Registrable Securities by the Holders thereof and tohave such Shelf Registration Statement become effective.     In the event that the Company and the Guarantors are required to file a Shelf RegistrationStatement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shalluse their reasonable best efforts to file and have become effective both an Exchange OfferRegistration Statement pursuant to Section 2(a) with respect to all Registrable Securities and aShelf Registration Statement (which may be a combined Registration Statement with the ExchangeOffer Registration Statement) with respect to offers and sales of Registrable Securities held bythe Initial Purchasers after completion of the Exchange Offer.     The Company and the Guarantors agree to use their reasonable best efforts to keep the ShelfRegistration Statement continuously effective until all the Registrable Securities covered by theShelf Registration Statement have been sold pursuant to the Shelf Registration Statement orotherwise cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company andthe Guarantors further agree to supplement or amend the Shelf Registration Statement, the relatedProspectus and any Free Writing Prospectus if required by the rules, regulations or instructionsapplicable to the registration form used by the Company for such Shelf Registration Statement or bythe Securities Act or by any other rules and regulations thereunder or if reasonably requested by aHolder of Registrable Securities with respect to information relating to such Holder, and to usetheir reasonable best efforts to cause any such amendment to become effective, if required, andsuch Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, tobecome usable as soon as thereafter practicable. The Company and the Guarantors agree to furnish tothe Holders of Registrable Securities copies of any such supplement or amendment promptly after itsbeing used or filed with the SEC.     (c) The Company and the Guarantors shall pay all Registration Expenses in connection with anyregistration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay allunderwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relatingto the sale or disposition of such Holder’s Registrable Securities pursuant to the ShelfRegistration Statement.     (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not bedeemed to have become effective unless it has been declared effective by the SEC. A ShelfRegistration Statement pursuant to Section 2(b) hereof will not be deemed to have become effectiveunless it has been declared effective by the SEC or is automatically effective upon filing with theSEC as provided by Rule 462 under the Securities Act.
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     In the event that either the Exchange Offer is not completed or the Shelf RegistrationStatement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof, has not becomeeffective on or prior to October 29, 2010 (the “Target Registration Date”), the interest rate onthe Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day periodimmediately following the Target Registration Date and (ii) anadditional 0.25% per annum withrespect to each subsequent 90-day period, in each case until the Exchange Offer is completed or theShelf Registration Statement, if required hereby, becomes effective, up to a maximum increase of1.00% per annum. In the event that the Company receives one or more Shelf Requests pursuant toSection 2(b)(iii), and the Shelf Registration Statement required to be filed thereby does notbecome effective by the later of (x) October 29, 2010 or (y) 90 days after the delivery of the lastsuch Shelf Request (or, if the Shelf Registration Statement is reviewed by the SEC, 120 days afterthe delivery of such Shelf Request, provided that the Company shall use commercially reasonableefforts to cause the Shelf Registration Statement to become effective within 90 days after thedelivery of such Shelf Request) (such later date, the “Shelf Additional Interest Date”), then theinterest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first90 day period payable commencing from one day after the Shelf Additional Interest Date and (ii) anadditional 0.25% per annum with respect to each subsequent 90 day period in each case until theShelf Registration Statement becomes effective or the Securities become freely tradable under theSecurities Act, up to a maximum increase of 1.00% per annum.     If the Shelf Registration Statement, if required hereby, has become effective and thereaftereither ceases to be effective or the Prospectus contained therein ceases to be usable, in each casewhether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, andsuch failure to remain effective or usable exists for more than 30 days (whether or notconsecutive) in any 12-month period, then the interest rate on the Registrable Securities will beincreased by 1.00% per annum commencing on the 31st day in such 12-month period andending on such date that the Shelf Registration Statement has again become effective or theProspectus again becomes usable.     (e) Without limiting the remedies available to the Initial Purchasers and the Holders, theCompany and the Guarantors acknowledge that any failure by the Company or the Guarantors to complywith their obligations under Section 2(a) and Section 2(b) hereof may result in materialirreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedyat law, that it will not be possible to measure damages for such injuries precisely and that, inthe event of any such failure, the Initial Purchasers or any Holder may obtain such relief as maybe required to specifically enforce the Company’s and the Guarantors’ obligations under Section2(a) and Section 2(b) hereof.
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     3. Registration Procedures. (a) In connection with their obligations pursuant toSection 2(a) and Section 2(b) hereof, the Company and the Guarantors shall:     (i) prepare and file with the SEC a Registration Statement on the appropriate form underthe Securities Act, which form (x) shall be selected by the Company and the Guarantors, (y) shall,in the case of a Shelf Registration, be available for the sale of the Registrable Securities by theHolders thereof and (z) shall comply as to form in all material respects with the requirements ofthe applicable form and include all financial statements required by the SEC to be filed therewith;and use their reasonable best efforts to cause such Registration Statement to become effective andremain effective for the applicable period in accordance with Section 2 hereof;     (ii) prepare and file with the SEC such amendments and post-effective amendments to eachRegistration Statement as may be necessary to keep such Registration Statement effective for theapplicable period in accordance with Section 2 hereof and cause each Prospectus to be supplementedby any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424under the Securities Act; and keep each Prospectus current during the period described in Section4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers ordealers with respect to the Registrable Securities or Exchange Securities;     (iii) to the extent any Free Writing Prospectus is used, file with the SEC any FreeWriting Prospectus that is required to be filed by the Company or the Guarantors with the SEC inaccordance with the Securities Act and to retain any Free Writing Prospectus not required to befiled;     (iv) in the case of a Shelf Registration, furnish to each Holder of RegistrableSecurities, to counsel for the Initial Purchasers, to counsel for such Holders and to eachUnderwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as manycopies of each Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment orsupplement thereto, as such Holder, counsel or Underwriter may reasonably request in order tofacilitate the sale or other disposition of the Registrable Securities thereunder; and the Companyand the Guarantors consent to the use of such Prospectus, preliminary prospectus or such FreeWriting Prospectus and any amendment or supplement thereto in accordance with applicable law byeach of the Holders of Registrable Securities and any such Underwriters in connection with theoffering and sale of the Registrable Securities covered by and in the manner described in suchProspectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplementthereto in accordance with applicable law;
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     (v) use their reasonable best efforts to register or qualify the Registrable Securitiesunder all applicable state securities or blue sky laws of such jurisdictions as any Holder ofRegistrable Securities covered by a Registration Statement shall reasonably request in writing bythe time the applicable Registration Statement becomes effective; cooperate with such Holders inconnection with any filings required to be made with the Financial Industry Regulatory Authority;and do any and all other acts and things that may be reasonably necessary or advisable to enableeach Holder to complete the disposition in each such jurisdiction of the Registrable Securitiesowned by such Holder; provided that neither the Company nor any Guarantor shall be required to (1)qualify as a foreign corporation or other entity or as a dealer in securities in any suchjurisdiction where it would not otherwise be required to so qualify, (2) file any general consentto service of process in any such jurisdiction or (3) subject itself to taxation in any suchjurisdiction if it is not so subject;     (vi) notify counsel for the Initial Purchasers and, in the case of a Shelf Registration,notify each Holder of Registrable Securities and counsel for such Holders promptly and, ifrequested by any such Holder or counsel, confirm such advice in writing (1) when a RegistrationStatement has become effective, when any post-effective amendment thereto has been filed andbecomes effective, when any Free Writing Prospectus has been filed or any amendment or supplementto the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC orany state securities authority for amendments and supplements to a Registration Statement,Prospectus or any Free Writing Prospectus or for additional information after the RegistrationStatement has become effective, (3) of the issuance by the SEC or any state securities authority ofany stop order suspending the effectiveness of a Registration Statement or the initiation of anyproceedings for that purpose, including the receipt by the Company of any notice of objection ofthe SEC to the use of a Shelf Registration Statement or any post-effective amendment theretopursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective dateof a Shelf Registration Statement and the closing of any sale of Registrable Securities coveredthereby, the representations and warranties of the Company or any Guarantor contained in anyunderwriting agreement, securities sales agreement or other similar agreement, if any, relating toan offering of such Registrable Securities cease to be true and correct in all material respects orif the Company or any Guarantor receives any notification with respect to the suspension of thequalification of the Registrable Securities for sale in any jurisdiction or the initiation of anyproceeding for such purpose, (5) of the happening of any event during the period a RegistrationStatement is effective that makes any statement made in such Registration Statement or the relatedProspectus or any Free Writing Prospectus untrue in any material respect or that requires themaking of any changes in such Registration Statement or Prospectus or any Free Writing Prospectusin order to make the statements therein not misleading and (6) of any determination by the Companyor any Guarantor that a post-effective
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amendment to a Registration Statement or any amendment or supplement to the Prospectus or any FreeWriting Prospectus would be appropriate;     (vii) use their reasonable best efforts to obtain the withdrawal of any order suspendingthe effectiveness of a Registration Statement or, in the case of a Shelf Registration, theresolution of any objection of the SEC pursuant to Rule 401(g)(2), including by filing an amendmentto such Shelf Registration Statement on the proper form, at the earliest possible moment andprovide immediate notice to each Holder of the withdrawal of any such order or such resolution;     (viii) in the case of a Shelf Registration, furnish to each Holder of RegistrableSecurities, without charge, at least one conformed copy of each Registration Statement and anypost-effective amendment thereto (without any documents incorporated therein by reference orexhibits thereto, unless requested); provided, however, that any such document’s availability onthe SEC’s Electronic Data Gathering Analysis and Retrieval System database shall satisfy suchobligation;     (ix) in the case of a Shelf Registration, cooperate with the Holders of RegistrableSecurities to facilitate the timely preparation and delivery of certificates representingRegistrable Securities to be sold and not bearing any restrictive legends and enable suchRegistrable Securities to be issued in such denominations and registered in such names (to theextent that the delivery of securities is consistent with the provisions of the Indenture) as suchHolders may reasonably request at least two Business Days prior to the closing of any sale ofRegistrable Securities;     (x) in the case of a Shelf Registration, upon the occurrence of any event contemplated bySection 3(a)(vi)(5) hereof, use their reasonable best efforts to prepare and file with the SEC asupplement or post-effective amendment to such Shelf Registration Statement or the relatedProspectus or any Free Writing Prospectus or any document incorporated therein by reference or fileany other required document so that, as thereafter delivered (or, to the extent permitted by law,made available) to purchasers of the Registrable Securities, such Prospectus or Free WritingProspectus, as the case may be, will not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements therein, in the light of the circumstancesunder which they were made, not misleading; and the Company and the Guarantors shall notify theHolders of Registrable Securities to suspend use of the Prospectus or any Free Writing Prospectusas promptly as practicable after the occurrence of such an event, and such Holders hereby agree tosuspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Companyand the Guarantors have amended or supplemented the Prospectus or the Free Writing Prospectus, asthe case may be, to correct such misstatement or omission;
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     (xi) a reasonable time prior to the filing of any Registration Statement, any Prospectus,any Free Writing Prospectus, any amendment to a Registration Statement or amendment or supplementto a Prospectus or a Free Writing Prospectus or of any document that is to be incorporated byreference into a Registration Statement, a Prospectus or a Free Writing Prospectus after initialfiling of a Registration Statement, provide copies of such document to the Initial Purchasers andtheir counsel (and, in the case of a Shelf Registration Statement, to the Holders of RegistrableSecurities and their counsel) and make such of the representatives of the Company and theGuarantors as shall be reasonably requested by the Initial Purchasers or their counsel (and, in thecase of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel)available for discussion of such document at reasonable times and upon reasonable prior notice; andthe Company and the Guarantors shall not, at any time after initial filing of a RegistrationStatement, use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplementto a Registration Statement or a Prospectus or a Free Writing Prospectus, or any document that isto be incorporated by reference into a Registration Statement, a Prospectus or a Free WritingProspectus, of which the Initial Purchasers and their counsel (and, in the case of a ShelfRegistration Statement, the Holders of Registrable Securities and their counsel) shall not havepreviously been advised and furnished a copy or to which the Initial Purchasers or their counsel(and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or theircounsel) shall reasonably object;     (xii) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as thecase may be, not later than the initial effective date of a Registration Statement;     (xiii) cause the Indenture to be qualified under the Trust Indenture Act in connection withthe registration of the Exchange Securities or Registrable Securities, as the case may be;cooperate with the Trustee and the Holders to effect such changes to the Indenture as may berequired for the Indenture to be so qualified in accordance with the terms of the Trust IndentureAct; and execute, and use their reasonable best efforts to cause the Trustee to execute, alldocuments as may be required to effect such changes and all other forms and documents required tobe filed with the SEC to enable the Indenture to be so qualified in a timely manner;     (xiv) in the case of a Shelf Registration, make available for inspection by a representativeof the Holders of the Registrable Securities (an “Inspector”), any Underwriter participating in anydisposition pursuant to such Shelf Registration Statement, any attorneys and accountants designatedby a majority of the Holders of Registrable Securities to be included in such Shelf Registrationand any attorneys and accountants designated by such Underwriter, at reasonable times and in areasonable manner, all pertinent financial and other records, documents and properties of theCompany and its subsidiaries, and use
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reasonable efforts to cause the respective officers, directors and employees of the Company and theGuarantors to supply all information reasonably requested by any such Inspector, Underwriter,attorney or accountant in connection with a Shelf Registration Statement, in each case, as iscustomary for similar “due diligence” examinations in the context of underwritten offerings;provided that any information that is provided by the Company shall be kept confidential bysuch persons, unless disclosure thereof is made in connection with a court, administrative orregulatory proceeding or required by law, or such information is or has become available to thepublic generally through the Company or through a third party without, to such person’s knowledge,an accompanying obligation of confidentiality, or the Company consents to the non-confidentialtreatment of such information;     (xv) in the case of a Shelf Registration, use their reasonable best efforts to cause allRegistrable Securities to be listed on any securities exchange or any automated quotation system onwhich similar securities issued or guaranteed by the Company or any Guarantor are then listed ifrequested by the Majority Holders, to the extent such Registrable Securities satisfy applicablelisting requirements;     (xvi) if reasonably requested by any Holder of Registrable Securities covered by a ShelfRegistration Statement, promptly include in a Prospectus supplement or post-effective amendmentsuch information with respect to such Holder as such Holder reasonably requests to be includedtherein in accordance with the terms of this Agreement and make all required filings of suchProspectus supplement or such post-effective amendment as soon as the Company has receivednotification of the matters to be so included in such filing;     (xvii) in the case of a Shelf Registration, enter into such customary agreements and takeall such other actions in connection therewith (including those requested by the Holders of amajority in principal amount of the Registrable Securities covered by the Shelf RegistrationStatement) in order to expedite or facilitate the disposition of such Registrable Securitiesincluding, but not limited to, an Underwritten Offering and in such connection, (1) to the extentpossible, make such representations and warranties to the Holders and any Underwriters of suchRegistrable Securities with respect to the business of the Company and its subsidiaries and theRegistration Statement, Prospectus, any Free Writing Prospectus and documents incorporated byreference or deemed incorporated by reference, if any, in each case, in form, substance and scopeas are customarily made by issuers to underwriters in underwritten offerings and confirm the sameif and when requested, (2) obtain opinions of counsel to the Company and the Guarantors (whichcounsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holdersand such Underwriters and their respective counsel) addressed to each selling Holder andUnderwriter of Registrable Securities, covering the matters customarily covered in opinionsrequested in underwritten offerings, (3) obtain “comfort” letters from the
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independent certified public accountants of the Company and the Guarantors (and, ifnecessary, any other certified public accountant of any subsidiary of the Company or any Guarantor,or of any business acquired by the Company or any Guarantor for which financial statements andfinancial data are or are required to be included in the Registration Statement) addressed to eachselling Holder (to the extent permitted by applicable professional standards) and Underwriter ofRegistrable Securities, such letters to be in customary form and covering matters of the typecustomarily covered in “comfort” letters in connection with underwritten offerings, including butnot limited to financial information contained in any preliminary prospectus, Prospectus or FreeWriting Prospectus and (4) deliver such documents and certificates as may be reasonably requestedby the Holders of a majority in principal amount of the Registrable Securities being sold or theUnderwriters, and which are customarily delivered in underwritten offerings, to evidence thecontinued validity of the representations and warranties of the Company and the Guarantors madepursuant to clause (1) above and to evidence compliance with any customary conditions contained inan underwriting agreement; and     (xviii) until the Company and the Guarantors shall have complied with all of their obligationsunder Section 2 of this Agreement, cause each Additional Guarantor upon the creation or acquisitionby the Company of such Additional Guarantor, to execute a counterpart to this Agreement in the formattached hereto as Annex A and to deliver such counterpart, together with an opinion of counsel asto the enforceability thereof against such entity, to the Initial Purchasers no later than fiveBusiness Days following the execution thereof.     (b) In the case of a Shelf Registration Statement, the Company may require each Holder ofRegistrable Securities to furnish to the Company such information regarding such Holder and theproposed disposition by such Holder of such Registrable Securities as the Company and theGuarantors may from time to time reasonably request in writing.     (c) In the case of a Shelf Registration Statement, each Holder of Registrable Securitiescovered in such Shelf Registration Statement agrees that, upon receipt of any notice from theCompany and the Guarantors of the happening of any event of the kind described in Section3(a)(vi)(3) or 3(a)(vi)(5) hereof, such Holder will forthwith discontinue disposition ofRegistrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt ofthe copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplatedby Section 3(a)(x) hereof and, if so directed by the Company and the Guarantors, such Holder willdeliver to the Company and the Guarantors all copies in its possession, other than permanent filecopies then in such Holder’s possession, of the Prospectus and any Free Writing Prospectus coveringsuch Registrable Securities that is current at the time of receipt of such notice, and the Companymay exclude from such registration the Registrable Securities of any Holder that unreasonably failsto furnish such information within
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20 Business Days after receiving such request, without prejudice to that Holder’s right to requestparticipation in subsequent amendments to or filings of a Shelf Registration Statement.     (d) If the Company and the Guarantors shall give any notice to suspend the disposition ofRegistrable Securities pursuant to a Registration Statement, the Company and the Guarantors shallextend the period during which such Registration Statement shall be maintained effective pursuantto this Agreement by the number of days during the period from and including the date of the givingof such notice to and including the date when the Holders of such Registrable Securities shall havereceived copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessaryto resume such dispositions. The Company and the Guarantors may give any such notice only twiceduring any 365-day period and any such suspensions shall not exceed 30 days for each suspension andthere shall not be more than two suspensions in effect during any 365-day period.     (e) The Holders of Registrable Securities covered by a Shelf Registration Statement who desireto do so may sell such Registrable Securities in an Underwritten Offering. In any such UnderwrittenOffering, the investment bank or investment banks and manager or managers (each an “Underwriter”)that will administer the offering will be selected by the Holders of a majority in principal amountof the Registrable Securities included in such offering, subject to the approval of the Company,which approval shall not be unreasonably withheld.     4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff has takenthe position that any broker-dealer that receives Exchange Securities for its own account in theExchange Offer in exchange for Securities that were acquired by such broker-dealer as a result ofmarket-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an“underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting therequirements of the Securities Act in connection with any resale of such Exchange Securities.     The Company and the Guarantors understand that it is the Staff’s position that if theProspectus contained in the Exchange Offer Registration Statement includes a plan of distributioncontaining a statement to the above effect and the means by which Participating Broker-Dealers mayresell the Exchange Securities, without naming the Participating Broker-Dealers or specifying theamount of Exchange Securities owned by them, such Prospectus may be delivered by ParticipatingBroker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy theirprospectus delivery obligation under the Securities Act in connection with resales of ExchangeSecurities for their own accounts, so long as the Prospectus otherwise meets the requirements ofthe Securities Act.
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     (b) In light of the above, and notwithstanding the other provisions of this Agreement, theCompany and the Guarantors agree to amend or supplement the Prospectus contained in the ExchangeOffer Registration Statement for a period of up to 180 days after the last Exchange Date (as suchperiod may be extended pursuant to Section 3(d) of this Agreement), in order to expedite orfacilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistentwith the positions of the Staff recited in Section 4(a) above. The Company and the Guarantorsfurther agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or,to the extent permitted by law, make available) during such period in connection with the resalescontemplated by this Section 4.     (c) The Initial Purchasers shall have no liability to the Company, any Guarantor or any Holderwith respect to any request that they may make pursuant to Section 4(b) above.     5. Indemnification and Contribution. (a) The Company and each Guarantor, jointlyand severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, theirrespective affiliates, directors and officers and each Person, if any, who controls any InitialPurchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of theExchange Act, from and against any and all losses, claims, damages and liabilities (including,without limitation, legal fees and other reasonable expenses incurred in connection with any suit,action or proceeding or any claim asserted, as such fees and expenses are incurred), joint orseveral, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statementof a material fact contained in any Registration Statement or any omission or alleged omission tostate therein a material fact required to be stated therein or necessary in order to make thestatements therein not misleading, or (2) any untrue statement or alleged untrue statement of amaterial fact contained in any Prospectus, any Free Writing Prospectus or any “issuer information”(“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under the SecuritiesAct, or any omission or alleged omission to state therein a material fact necessary in order tomake the statements therein, in the light of the circumstances under which they were made, notmisleading, in each case except insofar as such losses, claims, damages or liabilities arise outof, or are based upon, any untrue statement or omission or alleged untrue statement or omissionmade in reliance upon and in conformity with any information relating to any Initial Purchaser orinformation relating to any Holder furnished to the Company in writing through JPMorgan or anyselling Holder, respectively, expressly for use therein. In connection with any UnderwrittenOffering permitted by Section 3, the Company and the Guarantors, jointly and severally, will alsoindemnify the Underwriters, if any, selling brokers, dealers and similar securities industryprofessionals participating in the distribution, their respective affiliates and each Person whocontrols such Persons (within the meaning of the Securities Act and the Exchange Act) to the sameextent as provided above with respect to the indemnification of the
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Holders, if requested in connection with any Registration Statement, any Prospectus, anyFree Writing Prospectus or any Issuer Information.     (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless theCompany, the Guarantors, the Initial Purchasers and the other selling Holders, the directors of theCompany and the Guarantors, each officer of the Company and the Guarantors who signed theRegistration Statement and each Person, if any, who controls the Company, the Guarantors, anyInitial Purchaser and any other selling Holder within the meaning of Section 15 of the SecuritiesAct or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph(a) above, but only with respect to any losses, claims, damages or liabilities that arise out of,or are based upon, any untrue statement or omission or alleged untrue statement or omission made inreliance upon and in conformity with any information relating to such Holder furnished to theCompany in writing by such Holder expressly for use in any Registration Statement, any Prospectusand any Free Writing Prospectus.     (c) If any suit, action, proceeding (including any governmental or regulatoryinvestigation), claim or demand shall be brought or asserted against any Person in respect of whichindemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the“Indemnified Person”) shall promptly notify the Person against whom such indemnification may besought (the “Indemnifying Person”) in writing; provided that the failure to notify theIndemnifying Person shall not relieve it from any liability that it may have under this Section 5except to the extent that it has been materially prejudiced (through the forfeiture of substantiverights or defenses) by such failure; and provided,further, that the failure to notify theIndemnifying Person shall not relieve it from any liability that it may have to an IndemnifiedPerson otherwise than under this Section 5. If any such proceeding shall be brought or assertedagainst an Indemnified Person and it shall have notified the Indemnifying Person thereof, theIndemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person torepresent the Indemnified Person and any others entitled to indemnification pursuant to thisSection 5 that the Indemnifying Person may designate in such proceeding and shall pay the fees andexpenses of such proceeding and shall pay the fees and expenses of such counsel related to suchproceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right toretain its own counsel, but the fees and expenses of such counsel shall be at the expense of suchIndemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall havemutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable timeto retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Personshall have reasonably concluded that there may be legal defenses available to it that are differentfrom or in addition to those available to the Indemnifying Person; or (iv) the named parties in anysuch proceeding (including any impleaded parties) include both the Indemnifying Person and theIndemnified Person and representation of both parties by the same counsel would be
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inappropriate due to actual or potential differing interests between them. It is understood andagreed that the Indemnifying Person shall not, in connection with any proceeding or relatedproceeding in the same jurisdiction, be liable for the fees and expenses of more than one separatefirm (in addition to any local counsel) for all Indemnified Persons, and that all such fees andexpenses shall be reimbursed as they are incurred. Any such separate firm (x) for any InitialPurchaser, its affiliates, directors and officers and any control Persons of such Initial Purchasershall be designated in writing by JPMorgan, (y) for any Holder, its directors and officers and anycontrol Persons of such Holder shall be designated in writing by the Majority Holders and (z) inall other cases shall be designated in writing by the Company. The Indemnifying Person shall not beliable for any settlement of any proceeding effected without its written consent, but if settledwith such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agreesto indemnify each Indemnified Person from and against any loss or liability by reason of suchsettlement or judgment. Notwithstanding the foregoing sentence, if at any time an IndemnifiedPerson shall have requested that an Indemnifying Person reimburse the Indemnified Person for feesand expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liablefor any settlement of any proceeding effected without its written consent if (i) such settlement isentered into more than 45 days after receipt by the Indemnifying Person of such request and (ii)the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with suchrequest within 30 days after the date of such settlement. No Indemnifying Person shall, without thewritten consent of the Indemnified Person, effect any settlement of any pending or threatenedproceeding in respect of which any Indemnified Person is or could have been a party andindemnification could have been sought hereunder by such Indemnified Person, unless such settlement(x) includes an unconditional release of such Indemnified Person, in form and substance reasonablysatisfactory to such Indemnified Person, from all liability on claims that are the subject matterof such proceeding and (y) does not include any statement as to or any admission of fault,culpability or a failure to act by or on behalf of any Indemnified Person.     (d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable toan Indemnified Person or insufficient in respect of any losses, claims, damages or liabilitiesreferred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifyingsuch Indemnified Person thereunder, shall contribute to the amount paid or payable by suchIndemnified Person as a result of such losses, claims, damages or liabilities (i) in suchproportion as is appropriate to reflect the relative benefits received by the Company and theGuarantors from the offering of the Securities and the Exchange Securities, on the one hand, and bythe Holders from receiving Securities or Exchange Securities registered under the Securities Act,on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicablelaw, in such proportion as is appropriate to reflect not only the relative benefits referred to inclause (i) but also the relative fault of the Company and the
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Guarantors on the one hand and the Holders on the other in connection with the statements oromissions that resulted in such losses, claims, damages or liabilities, as well as any otherrelevant equitable considerations. The relative fault of the Company and the Guarantors on the onehand and the Holders on the other shall be determined by reference to, among other things, whetherthe untrue or alleged untrue statement of a material fact or the omission or alleged omission tostate a material fact relates to information supplied by the Company and the Guarantors or by theHolders and the parties’ relative intent, knowledge, access to information and opportunity tocorrect or prevent such statement or omission.     (e) The Company, the Guarantors and the Holders agree that it would not be just and equitableif contribution pursuant to this Section 5 were determined by prorata allocation (even ifthe Holders were treated as one entity for such purpose) or by any other method of allocation thatdoes not take account of the equitable considerations referred to in paragraph (d) above. Theamount paid or payable by an Indemnified Person as a result of the losses, claims, damages andliabilities referred to in paragraph (d) above shall be deemed to include, subject to thelimitations set forth above, any legal or other expenses incurred by such Indemnified Person inconnection with any such action or claim. Notwithstanding the provisions of this Section 5, in noevent shall a Holder be required to contribute any amount in excess of the amount by which thetotal price at which the Securities or Exchange Securities sold by such Holder exceeds the amountof any damages that such Holder has otherwise been required to pay by reason of such untrue oralleged untrue statement or omission or alleged omission. No Person guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled tocontribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’obligations to contribute pursuant to this Section 5 are several and not joint.     (f) The remedies provided for in this Section 5 are not exclusive and shall not limit anyrights or remedies that may otherwise be available to any Indemnified Person at law or in equity.     (g) The indemnity and contribution provisions contained in this Section 5 shall remainoperative and in full force and effect regardless of (i) any termination of this Agreement, (ii)any investigation made by or on behalf of the Initial Purchasers or any Holder or any Personcontrolling any Initial Purchaser or any Holder, or by or on behalf of the Company or theGuarantors or the officers or directors of or any Person controlling the Company or the Guarantors,(iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securitiespursuant to a Shelf Registration Statement.
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     6. General.     (a)* NoInconsistent Agreements*. The Company and the Guarantors represent, warrant and agreethat (i) the rights granted to the Holders hereunder do not in any way conflict with and are notinconsistent with the rights granted to the holders of any other outstanding securities issued orguaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Companynor any Guarantor has entered into, or on or after the date of this Agreement will enter into, anyagreement that is inconsistent with the rights granted to the Holders of Registrable Securities inthis Agreement or otherwise conflicts with the provisions hereof.     (b)* Amendments and Waivers.*The provisions of this Agreement, including the provisions of thissentence, may not be amended, modified or supplemented, and waivers or consents to departures fromthe provisions hereof may not be given unless the Company and the Guarantors have obtained thewritten consent of Holders of at least a majority in aggregate principal amount of the outstandingRegistrable Securities affected by such amendment, modification, supplement, waiver or consent;provided that no amendment, modification, supplement, waiver or consent to any departurefrom the provisions of Section 5 hereof shall be effective as against any Holder of RegistrableSecurities unless consented to in writing by such Holder. Any amendments, modifications,supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed byeach of the parties hereto.     (c)* Notices.*All notices and other communications provided for or permitted hereunder shall bemade in writing by hand-delivery, registered first-class mail (return receipt requested), telex,telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most currentaddress given by such Holder to the Company by means of a notice given in accordance with theprovisions of this Section 6(c), which address initially is, with respect to the InitialPurchasers, the address set forth in the Purchase Agreement; (ii) if to the Company and theGuarantors, initially at the Company’s address set forth in the Purchase Agreement and thereafterat such other address, notice of which is given in accordance with the provisions of this Section6(c); and (iii) to such other persons at their respective addresses as provided in the PurchaseAgreement and thereafter at such other address, notice of which is given in accordance with theprovisions of this Section 6(c). All such notices and communications shall be deemed to have beenduly given: at the time delivered by hand, if personally delivered; five Business Days after beingdeposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt isacknowledged, if telecopied; and on the next Business Day if timely delivered to an air courierguaranteeing overnight delivery. Copies of all such notices, demands or other communications shallbe concurrently delivered by the Person giving the same to the Trustee, at the address specified inthe Indenture.     (d) *Successors and Assigns.*This Agreement shall inure to the benefit of and be binding uponthe successors, assigns and transferees of each of the
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parties, including, without limitation and without the need for an express assignment, subsequentHolders; provided that nothing herein shall be deemed to permit any assignment, transfer orother disposition of Registrable Securities in violation of the terms of the Purchase Agreement orthe Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner,whether by operation of law or otherwise, such Registrable Securities shall be held subject to allthe terms of this Agreement, and by taking and holding such Registrable Securities such Personshall be conclusively deemed to have agreed to be bound by and to perform all of the terms andprovisions of this Agreement and such Person shall be entitled to receive the benefits hereof. TheInitial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligationto the Company or the Guarantors with respect to any failure by a Holder to comply with, or anybreach by any Holder of, any of the obligations of such Holder underthis Agreement.     (e) *ThirdParty Beneficiaries*. Each Holder shall be a third party beneficiary to theagreements made hereunder between the Company and the Guarantors, on the one hand, and the InitialPurchasers, on the other hand, and shall have the right to enforce such agreements directly to theextent it deems such enforcement necessary or advisable to protect its rights or the rights ofother Holders hereunder.     (f)* Counterparts.*This Agreement may be executed in any number of counterparts and by theparties hereto in separate counterparts, each of which when so executed shall be deemed to be anoriginal and all of which taken together shall constitute one and the same agreement. Delivery ofan executed signature page by facsimile transmission or other electronic imaging means shall be aseffective as delivery of a manually executed counterpart of this Agreement.     (g)* Headings.*The headings in this Agreement are for convenience of reference only, are not apart of this Agreement and shall not limit or otherwise affect the meaning hereof.     (h) *Governing Law.*This Agreement shall be governed by and construed in accordancewith the laws of the State of New York.     (j) *Entire Agreement; Severability.*This Agreement contains the entire agreement betweenthe parties relating to the subject matter hereof and supersedes all oral statements and priorwritings with respect thereto. If any term, provision, covenant or restriction contained in thisAgreement is held by a court of competent jurisdiction to be invalid, void or unenforceable oragainst public policy, the remainder of the terms, provisions, covenants and restrictions containedherein shall remain in full force and effect and shall in no way be affected, impaired orinvalidated. The Company, the Guarantors and the Initial Purchasers shall endeavor in good faithnegotiations to replace the invalid, void or unenforceable provisions with valid provisions theeconomic effect of whichcomes as close as possible to that of the invalid, void or unenforceable provisions.
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     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed asof the date first written above.      GeoEye, Inc.