exv4w3



 



Exhibit 4.3


LAIDLAW INVESTMENTS LTD.



(to be renamed Laidlaw International, Inc.)


$406,000,000 10 3/4% Senior Notes due 2011



REGISTRATION RIGHTS AGREEMENT



New York, New York

June 3, 2003



	 
	Citigroup Global Markets Inc.
	Credit Suisse First Boston LLC
	     As Representatives of the Initial Purchasers
	     named in Schedule I hereto
	c/o Citigroup Global Markets Inc.
	388 Greenwich Street
	New York, New York 10013



Dear Sirs:



          Laidlaw Investments Ltd., a corporation organized under the laws of the
Province of Ontario, Canada (the “Company”), proposes to issue and sell to the
several parties named in Schedule I hereto (the “Initial Purchasers”), for whom
you (the “Representatives”) are acting as representatives, upon the terms set
forth in a purchase agreement dated May 22, 2003 (the “Purchase Agreement”),
its 10 3/4% Senior Notes due 2011 (the “Notes”) relating to the initial
placement of the Securities (the “Initial Placement”). The Company’s
obligations under the Notes will be guaranteed on a senior unsecured basis (the
“Guarantees”) by each of its subsidiaries named in Schedule II to the Purchase
Agreement (collectively, the “Guarantors”). References herein to the “Issuers”
refer to the Company and the Guarantors. References herein to the “Securities”
refer to the Notes and the Guarantees. To induce the Initial Purchasers to
enter into the Purchase Agreement and to satisfy a condition of your
obligations thereunder, the Company agrees with you for your benefit and the
benefit of the holders from time to time of the Securities and Exchange
Securities (as defined below) (including the Initial Purchasers) (each a
“Holder” and, collectively, the “Holders” for so long as such Person holds
Securities), 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 defined terms shall have the following respective
meanings:




 






 



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



          “Affiliate” of any specified Person shall mean any other Person that,
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, such specified Person. For
purposes of this definition, control of a Person shall mean 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” shall have meanings correlative to the foregoing.



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



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



          “Commission” shall mean the Securities and Exchange Commission.



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



          “Conduct Rules” shall have the meaning set forth in Section 4(u) hereof.



          “CT” shall have the meanings set forth in Section 17 hereof.



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



          “Exchange Offer Registration Period” shall mean the 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.



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



          “Exchange Securities” shall mean debt securities of the Issuers identical
in all material respects to the Securities (except that the cash interest and
interest rate step up provisions and the U.S. transfer restrictions shall be
modified or eliminated, as appropriate) to be issued under the Indenture.




 






 





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



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



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



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



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



          “Indenture” shall mean the indenture relating to the Securities to be
dated as of the date of original issuance of the Notes among, the Company, the
Guarantors and Deutsche Bank Trust, as trustee, as may be amended or
supplemented from time to time in accordance with the terms thereof.



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



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



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



          “Judgment Currency” shall have the meaning set forth in Section 18 hereof.



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



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



          “Managing Underwriters” shall mean the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering.



          “Person” shall mean an individual, trustee, corporation, partnership,
limited liability company, joint stock company, trust, unincorporated
association, union, business association, firm or other legal entity.



          “Prospectus” shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with




 






 





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respect to the terms of the offering of any portion of the Securities or
the Exchange Securities covered by such Registration Statement, and all
amendments and supplements thereto and all material incorporated by reference
therein.



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



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



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



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



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



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



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



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



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



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



          2. Registered Exchange Offer. (a) The Issuers shall prepare and, not later
than 240 days following the date of the original issuance of the Securities (or if such




 






 





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240th day is not a Business Day, the next
succeeding Business Day), shall file with the Commission the Exchange Offer
Registration Statement with respect to the Registered Exchange Offer. The
Issuers shall use their respective reasonable best efforts to cause the
Exchange Offer Registration Statement to become effective under the Act within
330 days of the date of the original issuance of the Securities (or if such
330th day is not a Business Day, the next succeeding Business Day).



          (b) Upon the effectiveness of the Exchange Offer Registration Statement,
the Issuers shall promptly commence the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder electing to
exchange Securities for Exchange Securities (assuming that such Holder is not
an Affiliate of the Issuers, acquires the Exchange Securities in the ordinary
course of such Holder’s business, is not engaged in and does not intend to
engage in and has no arrangements or undertakings with any Person to
participate in the distribution of the Exchange Securities, is not a
broker-dealer tendering Securities directly acquired from any Issuer for its
own account and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Act and without material restrictions under the blue sky or
securities laws of a substantial proportion of the States of the United States.



          (c) In connection with the Registered Exchange Offer, the Issuers 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 not less than 20
Business Days and not more than 30 Business Days after the date notice
thereof is mailed to the Holders (or, in each case, longer if required by
applicable law);




		
	 	          (iii) if the Issuers receive notice from an Exchanging Dealer that
such Exchanging Dealer holds Securities acquired for the account of such
Exchanging Dealer as a result of market making or other trading
activities, use their respective reasonable best efforts to keep the
Exchange Offer Registration Statement continuously effective under the
Act, supplemented and amended as required, under the Act to ensure that
it is available for sales of Exchange Securities by Exchanging Dealers
during the Exchange Offer Registration Period;




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



 






 






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	 	          (v) permit Holders to withdraw tendered Securities at any time prior
to the close of business, New York City time, on the last Business Day on
which the Registered Exchange Offer is open by sending to the entity
specified in the Prospectus, a facsimile or letter setting forth the name
of such Holder, the principal amount of the Securities delivered for
exchange and a statement that such Holder is withdrawing such Holder’s
election to have such Securities exchanged;




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




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



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




		
	 	          (i) accept for exchange all Securities duly tendered and not validly
withdrawn pursuant to the Registered Exchange Offer in accordance with
the terms of the Exchange Offer Registration Statement and letter of
transmittal, which shall be an exhibit thereto;




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




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



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




 






 





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



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




		
	 	          (ii) such Holder will have no arrangement or understanding with any
Person to participate in the distribution of the Securities or the
Exchange Securities within the meaning of the Act; and
	 
	 	          (iii) such Holder is not an Affiliate of any Issuer.



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



          3. Shelf Registration. If (i) due to any change in law or applicable
interpretations thereof by the Commission’s staff, the Issuers determine upon
advice of their outside counsel that they are not permitted to effect the
Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any
other reason the Registered Exchange Offer is not consummated within 375 days
of the date hereof; (iii) prior to the 20th Business Day following the
consummation of the Registered Exchange Offer (A) any Initial Purchaser so
requests with respect to Securities that are not eligible to be exchanged for
Exchange Securities in the Registered Exchange Offer and that are held by it
following consummation of the Registered Exchange Offer; (B) any Holder (other
than an Initial Purchaser) is not




 






 





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eligible to participate in the Registered Exchange
Offer; or (C) in the case of any Initial Purchaser that participates in the
Registered Exchange Offer or acquires Exchange Securities pursuant to Section
2(f) hereof, such Initial Purchaser does not receive freely tradeable Exchange
Securities in exchange for Securities constituting any portion of an unsold
allotment (it being understood that (x) the requirement that an Initial
Purchaser deliver a Prospectus containing the information required by Items 507
and 508 of Regulation S-K, as applicable, under the Act in connection with
sales of Exchange Securities acquired in exchange for such Securities shall
result in such Exchange Securities being not “freely tradeable”; and (y) the
requirement that an Exchanging Dealer deliver a Prospectus in connection with
sales of Exchange Securities acquired in the Registered Exchange Offer in
exchange for Securities acquired as a result of market-making activities or
other trading activities shall not result in such Exchange Securities being not
“freely tradeable”), the Issuers shall effect a Shelf Registration in
accordance with Section 3(b) hereof.


          (b)(i) The Issuers shall as promptly as reasonably practicable (but in no
event more than 120 days after so required or requested pursuant to this
Section 3), file with the Commission and thereafter shall use their reasonable
best efforts to cause to be declared effective under the Act (within 210 days
after so required or requested pursuant to this Section 3) a Shelf Registration
Statement relating to the offer and sale of the Securities or the Exchange
Securities, as applicable, by the Holders thereof from time to time in
accordance with the methods of distribution elected by a majority of such
Holders and set forth in such Shelf Registration Statement; provided, however,
that nothing in this Section 3(b) shall require the filing of a Shelf
Registration Statement prior to the deadline for filing the Exchange Offer
Registration Statement set forth in Section 2(a); provided, further, that no
Holder (other than an Initial Purchaser) shall be entitled to have the
Securities held by it covered by such Shelf Registration Statement unless such
Holder agrees in writing to be bound by all of the provisions of this Agreement
applicable to such Holder; and provided, further, that with respect to Exchange
Securities received by an Initial Purchaser in exchange for Securities
constituting any portion of an unsold allotment, the Issuers 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 Items 507 and 508 of Regulation S-K, as applicable, in
satisfaction of their obligations under this subsection with respect thereto,
and any such Exchange Offer Registration Statement, as so amended, shall be
referred to herein as, and governed by the provisions herein applicable to, a
Shelf Registration Statement. Notwithstanding anything to the contrary in this
Agreement, on no more than two occasions, the Issuers shall not amend or
supplement a Shelf Registration Statement or Prospectus, as the case may be,
for a reasonable period of time, but not in excess of 90 days in any 12-month
period, if the Board of Directors of the Company determines reasonably and in
good faith that such amendment or supplement would require the disclosure of
non-public material information that, in the reasonable judgment of the Board
of Directors of the Company, would be detrimental to any Issuer if so disclosed
or would otherwise




 






 





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materially adversely affect a financing, acquisition, disposition, merger
or other material transaction.



		
	 	          (ii) The Issuers shall use their respective reasonable best efforts
to keep the Shelf Registration Statement continuously effective,
supplemented and amended as required by the Act, in order to permit the
Prospectus forming part thereof to be usable by Holders for a period of
two years from the original issue date of the Securities or such shorter
period that will terminate when all the Securities or Exchange
Securities, as applicable, covered by the Shelf Registration Statement
have been sold pursuant to the Shelf Registration Statement or cease to
be outstanding (in any such case, such period being called the “Shelf
Registration Period”). The Issuers shall be deemed not to have used
their respective reasonable best efforts to keep the Shelf Registration
Statement effective during the requisite period if any of them
voluntarily takes any action that would result in Holders of Securities
or Exchange Securities covered thereby not being able to offer and sell
such Securities or Exchange Securities during that period, unless (A)
such action is required by applicable law; or (B) such action is taken by
such Issuer in good faith and for valid business reasons (not including
avoidance of its obligations hereunder), including the acquisition or
divestiture of assets, so long as the Issuers thereafter comply with the
requirements of Section 4(k) hereof, if applicable.



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



          (a) The Issuers shall:




		
	 	          (i) furnish to each of you, not less than five Business Days prior
to the filing thereof with the Commission, a copy of the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case
may be, and each amendment thereto and each amendment or supplement, if
any, to the Prospectus included therein (and upon written request all
documents incorporated by reference therein after the initial filing) and
shall use their reasonable best efforts to reflect in each such document,
when so filed with the Commission, such comments as you reasonably
propose within a reasonable time prior to such filing;




		
	 	          (ii) in the case of an Exchange Offer Registration Statement, to the
extent permitted by the Act, include the information in substantially the
form set forth in Annex A hereto on the front cover of the Prospectus
included in the Exchange Offer Registration Statement, in substantially
the form set forth in Annex B hereto in the forepart of the Exchange
Offer Registration Statement in a section setting forth details of the
Exchange Offer, in substantially the form set forth in Annex C hereto in
the underwriting or plan of distribution section of the Prospectus
contained in the



 






 






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	 	Exchange Offer Registration Statement, and in substantially the form
set forth in Annex D hereto in the letter of transmittal delivered
pursuant to the Registered Exchange Offer;




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




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



          (b) The Issuers shall cause any Registration Statement and the related
Prospectus and any amendment or supplement thereto, as of the effective date of
such Registration Statement or such amendment or supplement, (A) to comply in
all material respects with the applicable requirements of the Act and the rules
and regulations of the Commission; and (B) not to contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.



          (c) The Issuers shall advise you, the Holders of Securities or the
Exchange Securities covered by any Shelf Registration Statement and any
Exchanging Dealer under any Exchange Offer Registration Statement that has
provided in writing to any Issuer a telephone or facsimile number and address
for notices, and, if requested by you or any such Holder or Exchanging Dealer,
shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v)
hereof shall be accompanied by an instruction to suspend the use of the
Prospectus until the Issuers shall have remedied the basis for such
suspension):




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




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




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




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



 






 






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	 	          (v) of the happening of any event that requires any change in the
Registration Statement or the Prospectus so that, as of such date, 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 the light of the circumstances
under which they were made) not misleading; provided, that such notice
need not identify the reasons for such event that requires such change in
the Registration Statement.



          (d) The Issuers shall use their respective reasonable best efforts to
obtain the withdrawal of any order suspending the effectiveness of any
Registration Statement or the qualification of the securities therein for sale
in any jurisdiction at the earliest possible time.



          (e) The Issuers shall furnish to each Holder of Securities or Exchange
Securities covered by any Shelf Registration Statement, without charge, at
least one copy of such Shelf Registration Statement and any post-effective
amendment thereto, including, upon written request, all material incorporated
therein by reference and all exhibits thereto (including exhibits incorporated
by reference therein).



          (f) The Issuers shall, during the Shelf Registration Period, deliver to
each Holder of Securities or Exchange Securities covered by any Shelf
Registration Statement, without charge, as many copies of the Prospectus
(including each preliminary Prospectus) included in such Shelf Registration
Statement and any amendment or supplement thereto as such Holder may reasonably
request. The Issuers consent to the use of the Prospectus or any amendment or
supplement thereto by each of the selling Holders of securities in connection
with the offering and sale of the securities covered by the Prospectus, or any
amendment or supplement thereto, included in the Shelf Registration Statement.



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



          (h) The Issuers shall promptly deliver to each Initial Purchaser, each
Exchanging Dealer and each other Person required to deliver a Prospectus during
the Exchange Offer Registration Period, without charge, as many copies of the
Prospectus included in such Exchange Offer Registration Statement and any
amendment or supplement thereto as any such Person may reasonably request. The
Issuers consent to the use of the Prospectus or any amendment or supplement
thereto by any Initial Purchaser, any Exchanging Dealer and any such other
Person that may be required to deliver a Prospectus following the Registered
Exchange Offer in connection with the offering and sale of the Exchange
Securities covered by the Prospectus, or any amendment or supplement thereto,
included in the Exchange Offer Registration Statement.




 






 





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



          (j) The Issuers shall cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing Exchange Securities or
Securities to be issued or sold pursuant to any Registration Statement free of
any restrictive legends and in such denominations and registered in such names
as Holders may request.



          (k) Upon the occurrence of any event contemplated by subsections (c) (ii)
through (v) above, the Issuers shall promptly prepare a post-effective
amendment to the applicable Registration Statement or an amendment or
supplement to the related Prospectus or file any other required document so
that, as thereafter delivered to the Initial Purchasers, 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 the light of the
circumstances under which they were made, not misleading; In such
circumstances, the period of effectiveness of the Exchange Offer Registration
Statement provided for in Section 2 hereof and the Shelf Registration Statement
provided for in Section 3(b) hereof shall each be extended by the number of
days from and including the date of the giving of a notice of suspension
pursuant to Section 4(b) hereof to and including the date when the Initial
Purchasers, the Holders and any known Exchanging Dealer shall have received
such amended or supplemented Prospectus pursuant to this Section 4. As soon as
practicable following receipt of notice from the Issuers in accordance with
Section 4(c) hereof, each Holder and Exchanging Dealer agrees to suspend use of
the Prospectus until such Holder and Exchanging Dealer receive copies of the
amended or supplemented Prospectus or until it receives written notice from the
Issuers that the use of the applicable Prospectus may be resumed.



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



          (m) The Company shall comply with all applicable rules and regulations of
the Commission and shall make generally available to its 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.




 






 





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          (n) The Issuers shall cause the Indenture to be qualified under the Trust
Indenture Act in a timely manner.



          (o) The Company may require each Holder of securities to be sold pursuant
to any Shelf Registration Statement to furnish to the Company such information
regarding the Holder and the distribution of such securities as the Company may
from time to time reasonably require for inclusion in such Registration
Statement. The Company may exclude from such Shelf Registration Statement the
Securities or Exchange Securities of any Holder that unreasonably fails to
furnish such information within a reasonable time after receiving such request
and the Issuers shall be under no further obligation to such Holder to include
such Holder in a Shelf Registration Statement.



          (p) In the case of any Shelf Registration Statement, the Issuers shall
enter into such and take all other appropriate actions (including if requested
by Holders representing 10% of the principal amount of Securities covered by
such Shelf Registration Statement, an underwriting agreement in customary form)
in order to expedite or facilitate the registration or the disposition of the
Securities or Exchange Securities, 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 6 (or such other provisions and procedures acceptable to the
Majority Holders and the Managing Underwriters, if any, with respect to all
parties to be indemnified pursuant to Section 6).



          (q) In the case of any Shelf Registration Statement, the Issuers shall:




		
	 	          (i) subject to execution of a confidentiality agreement in form and
substance reasonably acceptable to the Issuers and the Holders, make
reasonably available for inspection by the Holders of Securities or
Exchange Securities to be registered thereunder any 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 underwriter, if any, all relevant financial and other
records, pertinent corporate documents and properties of each Issuer and
its subsidiaries during normal business hours at the offices where such
information is typically kept;




		
	 	          (ii) cause the officers, directors and employees of each Issuer to
supply all relevant information reasonably requested by the Holders, or
any such underwriter, attorney, accountant or agent in connection with
any such Shelf Registration Statement as is customary for similar due
diligence examinations during normal business hours at the offices where
such information is typically kept; provided, however, that any
information that is subject to the confidentiality agreement referred to
in Section 4(q)(i) above shall be kept confidential by the Holders, or
any such underwriter, attorney, accountant or agent, unless such
disclosure is made in connection with a court proceeding or required by
law, or such information



 






 






-14-




		
	 	becomes available to the public generally or through a third party
without an accompanying obligation of confidentiality; provided, further,
that prior written notice shall be provided as soon as reasonably
practicable to the applicable Issuer of the potential disclosure of any
information in connection with a court proceeding or required by law to
permit such Issuer to obtain a protective order or take such other action
to prevent disclosure of such information;




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




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




		
	 	          (v) obtain “cold 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 any Issuer for
which financial statements and financial data are, or are required to be,
included in the Shelf Registration Statement), addressed to each selling
Holder of securities registered thereunder and the underwriters, if any,
in customary form and covering matters of the type customarily covered in
“cold 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 4(k) and with any
customary conditions contained in the underwriting agreement or other
customary agreement entered into by the Issuers.



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


          (r) [RESERVED]




 






 





-15-



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



          (t) The Issuers will use their respective reasonable best efforts (i) if
the Securities have been rated prior to the initial sale of such Securities
pursuant to the Purchase Agreement, to confirm such ratings will apply to the
Securities or the Exchange Securities, as the case may be, covered by an
Exchange Offer Registration Statement; or (ii) if the Securities were not
previously rated, to cause the Securities covered by a Registration Statement
to be rated with at least one nationally recognized statistical rating agency,
if so requested by Majority Holders with respect to the related Registration
Statement or by any Managing Underwriters.



          (u) In the event that any Broker-Dealer shall underwrite any Securities or
Exchange Securities or participate as a member of an underwriting syndicate or
selling group or “assist in the distribution” (within the meaning of the
Conduct Rules of the National Association of Securities Dealers, Inc. (the
“Conduct Rules”)) thereof, whether as a Holder or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or
otherwise, the Issuers shall assist such Broker-Dealer in complying with the
requirements of such Conduct Rules, including, without limitation, by:




		
	 	          (i) if such Conduct Rules shall so require, engaging a “qualified
independent underwriter” (as defined in such Rules) to participate in the
preparation of the Registration Statement, to exercise usual standards of
due diligence with respect thereto and, if any portion of the offering
contemplated by such Registration Statement is an underwritten offering
or is made through a placement or sales agent, to recommend the yield of
such Securities or Exchange Securities;




		
	 	          (ii) indemnifying any such qualified independent underwriter to the
extent of the indemnification of underwriters provided in Section 6
hereof; and




		
	 	          (iii) providing such information to such Broker-Dealer as may be
required in order for such Broker-Dealer to comply with the requirements
of such Conduct Rules and;



          (v) The Issuers shall use their respective reasonable best efforts to take
all other steps necessary to effect the registration of the Securities or the
Exchange Securities, as the case may be, covered by a Registration Statement.




 






 





-16-



          5. Registration Expenses. The Issuers shall bear all expenses incurred in
connection with the performance of their obligations under Sections 2, 3 and 4
(other than underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of a Holder’s Securities pursuant to the
Shelf Registration Statement) hereof and, in the event of any Shelf
Registration Statement, will reimburse the Holders for the reasonable fees and
disbursements of one firm or counsel designated by the Majority Holders to act
as counsel for the Holders in connection therewith, with such expenses not to
exceed, in the aggregate, $50,000.



          6.
Indemnification and Contribution. (a) The Issuers jointly and severally
agree to indemnify and hold harmless each Holder of Securities or Exchange
Securities, as the case may be, covered by any Registration Statement
(including each Initial Purchaser and each Affiliate thereof and with respect
to any Prospectus delivery as contemplated in Section 4(h) hereof, each
Exchanging Dealer), 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 and all losses, claims, damages
or liabilities, joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or other Federal or state statutory law
or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement as originally filed or in any amendment
thereof, or in any preliminary prospectus or the Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
to reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Issuers 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 any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished
to the Issuers by or on behalf of any such Holder specifically for inclusion
therein. This indemnity agreement will be in addition to any liability which
the Issuers may otherwise have; provided, that with respect to any untrue
statement or omission of material fact made in any preliminary prospectus, the
indemnity agreement contained in this Section 6(a) shall not inure to the
benefit of any Holder from whom the Person asserting any such loss, claim,
damage or liability purchased the securities concerned, to the extent that any
such loss, claim, damage or liability of such Holder occurs under the
circumstance where it shall have been determined by a court of competent
jurisdiction by final and nonappealable judgment that (w) the Issuers had
previously furnished copies of the Prospectus to the Holders in a timely
manner, (x) delivery of the Prospectus was required by the Act to be made to
such Person, (y) the untrue statement or omission of a material fact contained
in such preliminary prospectus was corrected in the




 










 



-17-



Prospectus and (z) there was not sent or given to such Person, at or prior
to the written confirmation of the sale of such securities to such person, a
copy of the Prospectus.


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



          (b) Each Holder of securities covered by a Registration Statement
(including each Initial Purchaser, each Affiliate thereof and, with respect to
any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging
Dealer) severally agrees to indemnify and hold harmless the Issuers each of
their respective directors, each of their respective officers who signs such
Registration Statement and each Person who controls any Issuer within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Issuers to each such Holder, but only with
reference to written information relating to such Holder furnished to the
Issuers by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement
will be in addition to any liability which any such Holder may otherwise have.



          (c) Promptly after receipt by an indemnified party under this Section 6 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 6, 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 party
shall have the right to employ one separate counsel (including local counsel),
and the indemnifying party shall bear the reasonable fees, costs and expenses
of such separate counsel if (i) the use of counsel chosen by the indemnifying
party to represent the indemnified party




 






 





-18-



would present such counsel with a conflict of interest; (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to
those available to the indemnifying party; (iii) the indemnifying party shall
not have employed counsel reasonably satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of the
institution of such action; or (iv) the indemnifying party shall authorize the
indemnified party to employ separate counsel at the expense of the indemnifying
party. It is understood, however, that the indemnifying party shall, in
connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
circumstances, be liable for the fees and expenses of only one firm of
attorneys (in addition to local counsel) at any time for all such indemnified
parties. 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. An indemnifying party
shall not be liable under this Section 6 to any indemnified party regarding any
settlement 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 is consented to by such
indemnifying party, which consent shall not be unreasonably withheld.


          (d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section is unavailable to or insufficient to hold harmless an indemnified
party for any reason, then each applicable indemnifying party shall have a
joint and several obligation to contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably incurred
in connection with investigating or defending 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
Initial Placement and the Registration Statement which resulted in such Losses;
provided, however, that in no case shall any Initial Purchaser or any
subsequent Holder of any Security or Exchange Security be responsible, in the
aggregate, for any amount in excess of the purchase discount or commission
applicable to such Security, or in the case of an Exchange Security, applicable
to the Security that was exchangeable into such Exchange Security, as set forth
in the Purchase Agreement, nor shall any underwriter be responsible for any
amount in excess of the underwriting discount or commission applicable to the
securities purchased by such underwriter under the Registration Statement which
resulted in such Losses. If the allocation provided by the immediately




 






 





-19-



preceding sentence is unavailable for any reason, the indemnifying party
and the indemnified party shall contribute in such proportion as is appropriate
to reflect not only such relative benefits but also the relative fault of such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. Benefits
received by the Issuers shall be deemed to be equal to the sum of (x) the total
net proceeds from the Initial Placement (before deducting expenses) as set
forth in the Purchase Agreement and (y) the total amount of additional interest
which the Issuers were not required to pay as a result of registering the
securities covered by the Registration Statement which resulted in such Losses.
Benefits received by the Initial Purchasers shall be deemed to be equal to the
total purchase discounts and commissions as set forth in the Purchase
Agreement, and benefits received by any other Holders shall be deemed to be
equal to the value of receiving Securities or Exchange Securities, as
applicable, registered under the Act. Benefits received by any underwriter
shall be deemed to be equal to the total underwriting discounts and
commissions, as set forth on the cover page of the Prospectus forming a part of
the Registration Statement which resulted in such Losses. Relative fault shall
be determined by reference to, among other things, whether any untrue or
alleged untrue statement of or omission or alleged omission to state a material
fact relates to information provided by the indemnifying party, on the one
hand, or by the indemnified party, on the other hand, the intent of the parties
and their relative knowledge, access to information and opportunity to correct
or prevent such untrue statement or omission. The parties agree that it would
not be just and equitable if contribution were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation. For purposes
of this Section 6, each Person who controls a Holder within the meaning of
either the Act or the Exchange Act and each director, officer, employee and
agent of such Holder shall have the same rights to contribution as such Holder,
and each Person who controls any Issuer within the meaning of either the Act or
the Exchange Act, each officer of any Issuer who shall have signed the
Registration Statement and each director of any Issuer shall have the same
rights to contribution as the Issuers, subject in each case to the applicable
terms and conditions of this paragraph (d).


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



          7.
Underwritten Registrations. (a) If any of the Securities or Exchange
Securities, as the case may be, covered by any Shelf Registration Statement are
to be sold in




 






 





-20-



an underwritten offering, the Managing Underwriters shall be selected by
the Majority Holders after consultation with the Issuers.



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



          8. No Inconsistent Agreements. No Issuer has, as of the date hereof,
entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions
hereof.



          9. 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 Issuers have obtained the written consent of the
Majority Holders; provided that, with respect to any matter that directly or
indirectly affects the rights of any Initial Purchaser hereunder, the Issuers
shall obtain the written consent of each such Initial Purchaser against which
such amendment, qualification, supplement, waiver or consent is to be
effective. Notwithstanding the foregoing (except the foregoing proviso), a
waiver or consent to departure from the provisions hereof with respect to a
matter that relates exclusively to the rights of Holders whose Securities or
Exchange Securities, as the case may be, are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by the Majority Holders, determined on the
basis of Securities or Exchange Securities, as the case may be, being sold
rather than registered under such Registration Statement.



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



          (a) if to a Holder, at the most current address given by such holder to
the Issuers in accordance with the provisions of this Section, 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
Citigroup Global Markets Inc.;



          (b) if to you, initially at the respective addresses set forth in the
Purchase Agreement; and




 






 





-21-



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



          All such notices and communications shall be deemed to have been duly
given at the time delivered personally, if personally delivered; two business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next business day, if timely delivered to a nationally recognized air
courier guaranteeing overnight delivery.



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



          11. Successors. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties hereto,
including, without the need for an express assignment or any consent by the
Issuers thereto, subsequent Holders of Securities and the Exchange Securities.
The Issuers hereby agree to extend the benefits of this Agreement to any Holder
of Securities or the Exchange Securities, and any such Holder may specifically
enforce the provisions of this Agreement as if an original party hereto.



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



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



          14. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed in the State of New York.



          15. 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.



          16. Securities Held by the Issuers, etc. Whenever the consent or approval
of Holders of a specified percentage of principal amount of Securities or
Exchange Securities is required hereunder, Securities or Exchange Securities,
as applicable, held by any Issuer or its Affiliates (other than subsequent
Holders of Securities or Exchange Securities if such subsequent Holders are
deemed to be Affiliates solely by reason of their holdings of such




 






 





-22-



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


          17. Agent for Service; Submission to Jurisdiction; Waiver of Immunities.
By the execution and delivery of this Agreement, for the purposes of this
Agreement and for no other purposes, each Issuer (i) acknowledges that such
Issuer has, by separate written instrument, irrevocably designated and
appointed CT Corporation, System (“CT”) (and any successor entity), as its
authorized agent upon which process may be served in any suit or proceeding
arising out of or relating to this Agreement the Securities or the Exchange
Securities that may be instituted in any federal or state court in the State of
New York or brought under Federal or state securities laws, and acknowledges
that CT has accepted such designation, (ii) irrevocably submits to the
jurisdiction of any such court in any such suit or proceeding, and (iii) agrees
that service of process upon CT and written notices of said service to such
Issuer in accordance with Section 10 hereof shall be deemed effective service
of process upon it in any such suit or proceeding. As expressly contemplated
by the preceding sentence, each Issuer further agrees to take any reasonable
all action, including the execution and filing of any and all such documents
and instruments, as may be necessary to continue such designation and
appointment of CT in full force and effect so long as any of the Securities
shall be outstanding; provided, however, that such Issuer may, by written
notice to the Representatives, designate such additional or alternative agent
for service of process under this Section 17 that (i) maintains an office
located in the Borough of Manhattan, City of New York in the State of New York
and (ii) is a corporate service company which acts as agent for service of
process for other persons in the ordinary course of its business. Such written
notice shall identify the name of such agent for process and the address of the
office of such agent for process in the Borough of Manhattan, City of New York,
State of New York.



          To the extent that any Issuer has or hereafter may acquire any immunity
from jurisdiction of any court or from any legal process with respect to itself
or its property, it hereby irrevocably waives such immunity in respect of its
obligations under each of this Agreement, the Securities and the Exchange
Securities for the purposes of this Section 17. In addition, for such
purposes, each Issuer irrevocably waives and agrees not to assert, by way of
motion, as a defense, or otherwise in any such suit, action or proceeding, any
claim that it is not personally subject to the jurisdiction of the
above-mentioned courts for any reason whatsoever, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue for such suit
is improper, or that this Agreement, the Securities or the Exchange Securities
or the subject matter hereof or thereof may not be enforced in such courts.



          For the purposes of Section 18, the Issuers and the Initial Purchasers
agree that a final judgment in any such suit, action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Section 17 shall
affect the right of the Trustee to serve legal process in




 






 





-23-



any other manner permitted by law or affect the right of the Trustee to
bring any action or proceeding against any Issuer or its property in the courts
of any other jurisdictions.


          18. Judgment Currency. The Issuers, jointly and severally, agree to
indemnify and hold harmless each Holder (including each Initial Purchaser and
each Affiliate thereof and, with respect to any Prospectus delivery as
contemplated by Section 4(h) hereof, each Exchanging Dealer), 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 loss incurred by such indemnified party as a result of any judgment
or order being given or made in favor of such indemnified party for any amount
due under this Agreement and such judgment or order being expressed and paid in
a currency (the “Judgment Currency”) other than United States dollar and as a
result of any variation as between (i) the rate of exchange at which the United
States dollar amount is converted into the Judgment Currency for the purpose of
such judgment or order and (ii) the spot rate of exchange in The City of New
York at which such indemnified party on the date of payment of such judgment or
order is able to purchase United States dollars with the amount of the Judgment
Currency actually received by such indemnified party. The foregoing indemnity
shall continue in full force and effect notwithstanding any such judgment or
order as aforesaid. The term “spot rate of exchange” shall include any
premiums and costs of exchange payable in connection with the purchase of, or
conversion into, United States dollars.



          19. Termination. This Agreement shall automatically terminate if the
Company completes a Special Mandatory Redemption (as defined in the Indenture).



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




	 	 	 
	 	 	
Very truly yours,
	 	 	 
	 	 	
LAIDLAW INVESTMENTS, LTD.
	 	 	
(to be renamed Laidlaw
International, Inc.)
	 	 	 
	 	 	
By: /s/ Ivan R. Cairns


Name: Ivan R. Cairns

	 	 	
Title: Senior Vice President and Secretary




 






 




	 	 	 
	 	 	
LAIDLAW TRANSPORTATION, INC., a
Delaware corporation
	 	 	 
	 	 	
LAIDLAW USA, INC., a New York corporation
	 	 	 
	 	 	
LAIDLAW TRANSPORTATION HOLDINGS, INC., a
Delaware corporation
	 	 	 
	 	 	
LAIDLAW TRANSPORTATION MANAGEMENT INC.,
an Ohio corporation
	 	 	 
	 	 	
LAIDLAW MEDICAL HOLDINGS, INC., a
Delaware corporation
	 	 	 
	 	 	
LAIDLAW INTERNATIONAL FINANCE CORPORATION
INC., A Delaware corporation
	 	 	 
	 	 	
By: /s/ Ivan R. Cairns
	 	 	


	 	 	
Name: Ivan R. Cairns
	 	 	
Title: Senior Vice President and Secretary
	 	 	 
	 	 	
S.C. FOOD SERVICES (U.S.A.), INC., a
Delaware corporation
	 	 	 
	 	 	
LAIDLAW ONE INC., a Delaware corporation
	 	 	 
	 	 	
LAIDLAW TWO, INC., a Delaware corporation
	 	 	 
	 	 	
By: /s/ Ivan R. Cairns


	 	 	
Name: Ivan R. Cairns
	 	 	
Title:  President and Secretary



 






 



-2-




	 	 	 
	 	 	
CONCORDE ADJUSTERS, INC., a Delaware corporation
	 	 	 
	 	 	
By: /s/ Ivan R. Cairns


	 	 	
Name: Ivan R. Cairns
	 	 	
Title: Vice President
	 	 	 
	 	 	
LAIDLAW TRANSIT HOLDINGS, INC., a Delaware corporation
	 	 	 
	 	 	
LAIDLAW TRANSIT, INC., a Delaware corporation
	 	 	 
	 	 	
ALLIED BUS SALES, INC., an Indiana corporation
	 	 	 
	 	 	
LAIDLAW TRANSIT MANAGEMENT COMPANY, INC., a Pennsylvania corporation
	 	 	 
	 	 	
CHATHAM COACH LINES, INC., a Delaware corporation
	 	 	 
	 	 	
LAIDLAW TRANSIT SERVICES, INC., a Delaware corporation
	 	 	 
	 	 	
SUTRAN, INC., a South Dakota corporation
	 	 	 
	 	 	
VAN TRAN OF TUCSON, INC., an Arizona corporation
	 	 	 
	 	 	
SAFE RIDE SERVICES, INC., an Arizona corporation
	 	 	 
	 	 	
By: /s/ Ivan R. Cairns


	 	 	
Name: Ivan R. Cairns
	 	 	
Title: Secretary



 






 



-3-




	 	 	 
	 	 	
EMCARE GROUP
	 	 	 
	 	 	
EMCARE HOLDINGS INC., a Delaware corporation
	 	 	 
	 	 	
EMCARE, INC., a Delaware corporation
	 	 	 
	 	 	
AMERICAN EMERGENCY PHYSICIANS MANAGEMENT, INC., a California corporation
	 	 	 
	 	 	
CHARLES T. MITCHELL, INC., a Hawaii corporation
	 	 	 
	 	 	
COORDINATED HEALTH SERVICES, INC., a Pennsylvania corporation
	 	 	 
	 	 	
ECEP, INC., a Missouri corporation
	 	 	 
	 	 	
EMCARE ANESTHESIA SERVICES, INC., a
Delaware corporation
	 	 	 
	 	 	
EMCARE CONTRACT OF ARKANSAS, INC., an
Arkansas corporation
	 	 	 
	 	 	
EMCARE OF ALABAMA, INC., an Alabama
corporation
	 	 	 
	 	 	
EMCARE OF ARIZONA, INC., an Arizona
corporation
	 	 	 
	 	 	
EMCARE OF CALIFORNIA, INC., a California
corporation
	 	 	 
	 	 	
EMCARE OF COLORADO, INC., a Colorado
corporation
	 	 	 
	 	 	
EMCARE OF FLORIDA, INC., a Florida
corporation
	 	 	 
	 	 	
EMCARE OF GEORGIA, INC., a Georgia
corporation
	 	 	 
	 	 	
EMCARE OF HAWAII, INC., a Hawaii
corporation
	 	 	 
	 	 	
EMCARE OF INDIANA, INC., an Indiana
corporation



 






 



-4-




	 	 	 
	 	 	
EMCARE OF IOWA, INC., an Iowa
corporation
	 	 	 
	 	 	
EMCARE OF KENTUCKY, INC., a Kentucky
corporation
	 	 	 
	 	 	
EMCARE OF LOUISIANA, INC., a Louisiana
corporation
	 	 	 
	 	 	
EMCARE OF MARYLAND, LLC, a Maryland

limited liability company
	 	 	 
	 	 	
EMCARE OF MICHIGAN, INC., a Michigan
corporation
	 	 	 
	 	 	
EMCARE OF MINNESOTA, INC., a Minnesota
corporation
	 	 	 
	 	 	
EMCARE OF MISSISSIPPI, INC., a
Mississippi corporation
	 	 	 
	 	 	
EMCARE OF MISSOURI, INC., a Missouri
corporation
	 	 	 
	 	 	
EMCARE OF NEVADA, INC., a Nevada
corporation
	 	 	 
	 	 	
EMCARE OF NEW HAMPSHIRE, INC., a New
Hampshire corporation
	 	 	 
	 	 	
EMCARE OF NEW JERSEY, INC., a New Jersey
corporation
	 	 	 
	 	 	
EMCARE OF NEW MEXICO, INC., a New Mexico
corporation
	 	 	 
	 	 	
EMCARE OF NEW YORK, INC., a New York
corporation
	 	 	 
	 	 	
EMCARE OF NORTH CAROLINA, INC., a North
Carolina corporation
	 	 	 
	 	 	
EMCARE OF NORTH DAKOTA, INC., a North
Dakota corporation
	 	 	 
	 	 	
EMCARE OF OHIO, INC., an Ohio
corporation
	 	 	 
	 	 	
EMCARE OF OKLAHOMA, INC., an Oklahoma
corporation



 






 



-5-




	 	 	 
	 	 	
EMCARE OF OREGON, INC., an Oregon
corporation
	 	 	 
	 	 	
EMCARE OF PENNSYLVANIA, INC., a
Pennsylvania corporation
	 	 	 
	 	 	
EMCARE OF RHODE ISLAND, INC., a Rhode
Island corporation
	 	 	 
	 	 	
EMCARE OF SOUTH CAROLINA, INC., a South
Carolina corporation
	 	 	 
	 	 	
EMCARE OF TENNESSEE, INC., a Tennessee
corporation
	 	 	 
	 	 	
EMCARE OF TEXAS, INC., a Texas
corporation
	 	 	 
	 	 	
EMCARE OF VERMONT, INC., a Vermont
corporation
	 	 	 
	 	 	
EMCARE OF VIRGINIA, INC., a Virginia
corporation
	 	 	 
	 	 	
EMCARE OF WASHINGTON, INC., a Washington
corporation
	 	 	 
	 	 	
EMCARE OF WEST VIRGINIA, INC., a West
Virginia corporation
	 	 	 
	 	 	
EMCARE OF WISCONSIN, INC., a Wisconsin
corporation
	 	 	 
	 	 	
EMCARE PHYSICIAN SERVICES, INC., a
Delaware corporation
	 	 	 
	 	 	
EMCARE PHYSICIAN PROVIDERS, INC., a
Missouri corporation
	 	 	 
	 	 	
EMCARE SERVICES OF ILLINOIS, INC., an
Illinois corporation
	 	 	 
	 	 	
EMCARE SERVICES OF MASSACHUSETTS, INC.,
a Massachusetts corporation
	 	 	 
	 	 	
EM-CODE REIMBURSEMENT SOLUTIONS, INC., a
Delaware corporation
	 	 	 
	 	 	
EMERGENCY MEDICINE EDUCATION SYSTEMS,
INC., a Texas corporation



 






 



-6-




	 	 	 
	 	 	
EMERGENCY SPECIALISTS OF ARKANSAS, INC.
II, a Texas corporation
	 	 	 
	 	 	
FIRST MEDICAL/EMCARE INC., a California
corporation
	 	 	 
	 	 	
HEALTHCARE ADMINISTRATIVE SERVICES,
INC., a Delaware corporation
	 	 	 
	 	 	
HELIX PHYSICIANS MANAGEMENT, INC., a
California corporation
	 	 	 
	 	 	
NORMAN BRUCE JETTON, INC., a California
corporation
	 	 	 
	 	 	
OLD STAT, INC., a Delaware corporation
	 	 	 
	 	 	
PACIFIC EMERGENCY SPECIALISTS
MANAGEMENT, INC., a California
corporation
	 	 	 
	 	 	
REIMBURSEMENT TECHNOLOGIES, INC., a
Pennsylvania corporation
	 	 	 
	 	 	
STAT PHYSICIANS, INC., a Florida
corporation
	 	 	 
	 	 	
THE GOULD GROUP, INC., a Texas
corporation
	 	 	 
	 	 	
TIFTON MANAGEMENT SERVICES, INC., a
Georgia corporation
	 	 	 
	 	 	
TUCKER EMERGENCY SERVICES, INC., a
Georgia corporation
	 	 	 
	 	 	
By: /s/ Ivan R. Cairns


	 	 	
Name: Ivan R. Cairns
	 	 	
Title: Vice President
	 	 	 
	 	 	
AMERICAN MEDICAL RESPONSE GROUP
	 	 	 
	 	 	
AMERICAN MEDICAL RESPONSE, INC., a
Delaware corporation



 






 



-7-




	 	 	 
	 	 	AMBULANCE ACQUISITION, INC., a Delaware

corporation
	 	 	 
	 	 	AMR BROCKTON, L.L.C., a Delaware limited

liability company
	 	 	 
	 	 	MEDLIFE EMERGENCY MEDICAL SERVICE, INC.,

an Alabama corporation
	 	 	 
	 	 	METROPOLITAN AMBULANCE SERVICE, a

California corporation
	 	 	 
	 	 	HANK’S ACQUISITION CORP., an Alabama

corporation
	 	 	 
	 	 	AMERICAN MEDICAL RESPONSE OF INLAND

EMPIRE, a California corporation
	 	 	 
	 	 	FOUNTAIN AMBULANCE SERVICE, INC., an

Alabama corporation
	 	 	 
	 	 	GOLDEN GATE ASSOCIATES, a California

corporation
	 	 	 
	 	 	FLORIDA EMERGENCY PARTNERS, INC., a

Texas corporation
	 	 	 
	 	 	SAN FRANCISCO AMBULANCE SERVICE, INC., a

California corporation
	 	 	 
	 	 	AMERICAN MEDICAL RESPONSE NORTHWEST,

INC., an Oregon corporation
	 	 	 
	 	 	SPRINGS AMBULANCE SERVICE, INC., a

California corporation
	 	 	 
	 	 	AMERICAN MEDICAL RESPONSE OF COLORADO,

INC., a Delaware corporation



 






 



-8-




	 	 	 
	 	 	MEDEVAC MIDAMERICA, INC., a Missouri

corporation
	 	 	 
	 	 	AMERICAN MEDICAL RESPONSE WEST, a

California corporation
	 	 	 
	 	 	DESERT VALLEY MEDICAL TRANSPORT, INC., a

California corporation
	 	 	 
	 	 	INTERNATIONAL LIFE SUPPORT, INC., a

Hawaii corporation
	 	 	 
	 	 	MEDEVAC MEDICAL RESPONSE, INC., a

Missouri corporation
	 	 	 
	 	 	AMERICAN MEDICAL RESPONSE OF OKLAHOMA,

INC., a Delaware corporation
	 	 	 
	 	 	AMERICAN MEDICAL RESPONSE OF TEXAS,

INC., a Delaware corporation
	 	 	 
	 	 	KUTZ AMBULANCE SERVICE, INC., a

Wisconsin corporation
	 	 	 
	 	 	AMERICAN MEDICAL RESPONSE HOLDINGS,

INC., a Delaware corporation
	 	 	 
	 	 	AMERICAN MEDICAL RESPONSE MANAGEMENT,

INC., a Delaware corporation
	 	 	 
	 	 	REGIONAL EMERGENCY SERVICES, L.P., a

Delaware limited partnership
	 	 	 
	 	 	A1 LEASING, INC., a Florida corporation
	 	 	 
	 	 	MOBILE MEDIC AMBULANCE SERVICE, INC., a

Delaware corporation



 






 



-9-




	 	 	 
	 	 	METRO AMBULANCE SERVICES, INC., a

Delaware corporation
	 	 	 
	 	 	METRO AMBULANCE SERVICE (RURAL), INC., a

Delaware corporation
	 	 	 
	 	 	MEDIC ONE AMBULANCE SERVICES, INC., a

Delaware corporation
	 	 	 
	 	 	AMERICAN MEDICAL RESPONSE OF SOUTH

CAROLINA, INC., a Delaware corporation
	 	 	 
	 	 	AMERICAN MEDICAL RESPONSE OF NORTH

CAROLINA, INC., a Delaware corporation
	 	 	 
	 	 	AMERICAN MEDICAL RESPONSE OF GEORGIA,

INC., a Delaware corporation
	 	 	 
	 	 	RANDLE EASTERN AMBULANCE SERVICE, INC.,

a Florida corporation
	 	 	 
	 	 	MEDI-CAR SYSTEMS, INC., a Florida

corporation
	 	 	 
	 	 	AMERICAN MEDICAL RESPONSE OF TENNESSEE,

INC., a Delaware corporation
	 	 	 
	 	 	PHYSICIANS & SURGEONS AMBULANCE SERVICE,

INC., an Ohio corporation
	 	 	 
	 	 	AMERICAN MEDICAL RESPONSE OF ILLINOIS,

INC., a Delaware corporation
	 	 	 
	 	 	TROUP COUNTY EMERGENCY MEDICAL SERVICES,

INC., a Georgia corporation



 






 



-10-




	 	 	 
	 	 	MEDI-CAR AMBULANCE SERVICE, INC., a

Florida corporation
	 	 	 
	 	 	MIDWEST AMBULANCE MANAGEMENT COMPANY, a

Delaware corporation
	 	 	 
	 	 	PARAMED, INC., a Michigan corporation
	 	 	 
	 	 	MERCY AMBULANCE OF EVANSVILLE, INC., an

Indiana corporation
	 	 	 
	 	 	TIDEWATER AMBULANCE SERVICE, INC.,  a

Virginia corporation
	 	 	 
	 	 	AMERICAN MEDICAL RESPONSE OF

CONNECTICUT, INCORPORATED, a Connecticut

corporation
	 	 	 
	 	 	ATLANTIC AMBULANCE SERVICES ACQUISITION,

INC., a Delaware corporation
	 	 	 
	 	 	AMERICAN MEDICAL RESPONSE OF

MASSACHUSETTS, INC., a Massachusetts

corporation
	 	 	 
	 	 	ATLANTIC/KEY WEST AMBULANCE, INC., a

Delaware corporation
	 	 	 
	 	 	AMERICAN MEDICAL RESPONSE MID-ATLANTIC,

INC., a Pennsylvania corporation
	 	 	 
	 	 	ATLANTIC/PALM BEACH AMBULANCE, INC., a

Delaware corporation
	 	 	 
	 	 	AMERICAN MEDICAL RESPONSE DELAWARE

VALLEY, LLC, a Delaware limited

liability company



 






 



-11-




	 	 	 
	 	 	SEMINOLE COUNTY AMBULANCE, INC., a

Delaware corporation
	 	 	 
	 	 	METRO AMBULANCE SERVICE, INC., a Georgia

corporation
	 	 	 
	 	 	LIFEFLEET SOUTHEAST, INC., a Florida

corporation
	 	 	 
	 	 	BROWARD AMBULANCE, INC., a Delaware

corporation
	 	 	 
	 	 	AMERICAN MEDICAL PATHWAYS, INC., a

Delaware corporation
	 	 	 
	 	 	LAIDLAW MEDICAL TRANSPORTATION, INC., a

Delaware corporation
	 	 	 
	 	 	LIFECARE AMBULANCE SERVICE, INC., an

Illinois corporation
	 	 	 
	 	 	TEK, INC., an Illinois corporation
	 	 	 
	 	 	HEMET VALLEY AMBULANCE SERVICE, INC., a

California corporation
	 	 	 
	 	 	MEDIC ONE OF COBB, INC., a Georgia

corporation
	 	 	 
	 	 	GIEGER TRANSFER SERVICE, INC., a

Mississippi corporation
	 	 	 
	 	 	MERCY LIFE CARE, a
California corporation
	 	 	 
	 	 	AMERICAN MEDICAL RESPONSE OF SOUTHERN

CALIFORNIA, a California corporation



 






 



-12-




			 
	 	 	PUCKETT AMBULANCE SERVICE, INC., a

Georgia corporation
	 	 	 
	 	 	MERCY, INC., a Nevada corporation
	 	 	 
	 	 	AMERICAN INVESTMENT ENTERPRISES, INC., a

Nevada corporation
	 	 	 
	 	 	ADAM TRANSPORTATION SERVICE, INC., a New

York corporation
	 	 	 
	 	 	ASSOCIATED AMBULANCE SERVICE, INC., a

New York corporation
	 	 	 
	 	 	PARK AMBULANCE SERVICE INC., a New York

corporation
	 	 	 
	 	 	FIVE COUNTIES AMBULANCE SERVICE, INC., a

New York corporation
	 	 	 
	 	 	SUNRISE HANDICAP TRANSPORT CORP., a New

York corporation
	 	 	 
	 	 	By: /s/ Ivan R. Cairns



	 	 	Name:   Ivan R. Cairns

Title:     Vice President



 






 



-13-



The foregoing Agreement is hereby
confirmed and
accepted as of the date first above written.



CITIGROUP GLOBAL MARKETS INC.

CREDIT SUISSE FIRST BOSTON LLC


As Representatives of the Initial Purchasers

named in Schedule I hereto



	 	 	 
	By:	 	
CITIGROUP GLOBAL MARKETS INC.
	 	 	 
	By:	 	
/s/ Timothy Dilworth
	 	 	


	 	 	
Name: Timothy Dilworth

Title: Vice President



For themselves and the other several Initial Purchasers named in Schedule I to
the foregoing Agreement.


 






 



SCHEDULE I


Initial Purchasers:

Citigroup Global Markets Inc.

Credit Suisse First Boston LLC



 






 



-2-



SCHEDULE II


Guarantors

[                   ]



 






 



ANNEX A


          Each Broker-Dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a Broker-Dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Act. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a Broker-Dealer in
connection with resales of Exchange Securities received in exchange for
Securities where such Securities were acquired by such Broker-Dealer as a
result of market-making activities or other trading activities. The Issuers
have agreed that, starting on the Expiration Date (as defined herein) and
ending on the close of business 180 days after the Expiration Date, they 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 Securities for its own account
in exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See “Plan of Distribution”.




 






 





ANNEX C


PLAN OF DISTRIBUTION



          Each Broker-Dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of Exchange Securities received
in exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Issuers have agreed
that, starting on the Expiration Date and ending on the close of business 180
days after the Expiration Date, they will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any
such resale. In addition, until           , 200     , all dealers effecting
transactions in the Exchange Securities may be required to deliver a
prospectus.



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



          For a period of 180 days after the Expiration Date, the Issuers 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 Issuers have agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
holder of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the Securities (including any
Broker-Dealers) against certain liabilities, including liabilities under the
Act.





 






 





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:


	 	 	 






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