Exhibit 4.2


 


EXECUTION COPY


 


AMC
ENTERTAINMENT INC.


 


8.75%
Senior Notes due 2019


 


REGISTRATION
RIGHTS AGREEMENT


 


June 9, 2009


CREDIT SUISSE SECURITIES (USA) LLC


CITIGROUP GLOBAL MARKETS INC.


DEUTSCHE BANK SECURITIES INC.


J.P. MORGAN SECURITIES INC.


 


As Representatives of the
Initial Purchasers


c/o Credit Suisse Securities (USA) LLC


Eleven Madison Avenue


New York, New York 10010-3629


 


Ladies and Gentlemen:


 


AMC
Entertainment Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to issue and
sell to certain purchasers (the “Initial Purchasers”),
for whom you (the “Representatives”) are acting
as representatives, its 8.75% Senior Notes due 2019, together with any related
Guarantees (such Guarantees to be provided on the Issue Date) (the “Securities”), upon the terms set
forth in the purchase agreement, between the Company and the Representatives,
dated May 27, 2009 (the “Purchase Agreement”),
relating to the initial placement of the Securities (the “Initial
Placement”).  The Securities
and the New Securities (as defined herein) will be guaranteed on a senior
unsecured basis by the Guarantors (as defined herein).  To induce the Initial Purchasers to enter
into the Purchase Agreement and to satisfy a condition of your obligations
thereunder, the Company and the Guarantors from time to time party hereto agree
with you for your benefit and the benefit of the holders from time to time of
the Securities (including the Initial Purchasers) and the Market Maker (as
defined herein), as follows:


 


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


 


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


 


“Affiliate”
of any specified Person shall mean any other Person that, directly or
indirectly, is in control of, is controlled by, or is under common control
with, such specified Person.  For
purposes of this definition, control of a Person 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.


 


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


 


“Exchange
Offer” shall mean the exchange offer by the Company of Securities in exchange
for New Securities pursuant to Section 2(b) hereof.


 


“Exchange
Offer Registration” shall mean a registration under the 1933 Act effected
pursuant to Section 2(a) hereof.


 


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


 


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


 


“Existing
Notes” shall mean AMC Entertainment Inc.’s 85/8% Senior Notes due 2012, 8% Senior Subordinated Notes
due 2014 and 11% Senior Subordinated Notes due 2016.


 


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


 


“Guarantees”
shall mean the guarantees by the Guarantors of the Company’s obligations under
the Securities and the New Securities entered into on or after the Issue Date.


 


“Guarantors”
shall mean the subsidiaries of the Company that execute a Guarantee under the
Indenture on or after the Issue Date.


 


“Holder”
shall mean the Initial Purchasers, for so long as they own any Securities or
New Securities, and each of the successors, assigns and direct and indirect
transferees who become owners of Securities or New Securities under the
Indenture; provided that for purposes of 


 


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Sections 6 and 7 of this Agreement, the term “Holders”
shall include, where the context requires, the Market Maker.


 


“Indenture”
shall mean the Indenture relating to the Securities, dated as of June 9,
2009, among the Company, the guarantors party thereto from time to time and
U.S. Bank National Association, as trustee, as the same may be amended from
time to time in accordance with the terms thereof.


 


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


 


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


 


“Issue
Date” shall mean the date on which the Securities are initially issued.


 


“Losses”
shall have the meaning set forth in Section 8(e) hereof.


 


“Majority
Holders” shall mean the Holders of a majority of the aggregate principal amount
of Securities (or, after the consummation of any Exchange Offer in accordance
with Section 2 hereof, of New Securities) registered under a Registration
Statement.


 


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


 


“Market
Maker” shall have the meaning set forth in Section 6(a) hereof.


 


“Market
Maker’s Information” shall have the meaning set forth in Section 6(d) hereof.


 


“Market
Making Registration Statements” shall mean the registration statements referred
to in Section 6(a)(i) hereof and all amendments and supplements to
any such registration statement, including post-effective amendments, in each
case including any Prospectus contained therein, all exhibits thereto and any
document incorporated by reference therein.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2.                                       Registered Exchange Offer.  (a)  The
Company and the Guarantors shall prepare and, not later than 120 days after the
Issue Date (or if such 120th 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 Company and the Guarantors shall use
their respective commercially reasonable efforts to cause the Exchange Offer
Registration Statement to become effective under the Act within 210 days of the
Issue Date (or if such 210th day is not a Business Day, the next succeeding
Business Day).


 


(b)                                 Upon the effectiveness of the Exchange
Offer Registration Statement, the Company and the Guarantors 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 New Securities (assuming that such Holder is not an Affiliate of the
Company, acquires the New Securities in the ordinary course of such Holder’s
business, has no arrangements with any Person to participate in the
distribution of the New Securities and is not prohibited by any law or policy
of the Commission from participating in the Registered Exchange Offer) to trade
such New Securities from and after their receipt without any limitations 


 


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or
restrictions under the Act and without material restrictions under the
securities laws of a substantial proportion of the several states of the United
States.


(c)                                  In connection with the Registered
Exchange Offer, the Company and the Guarantors 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 30 days and not more than 45 days after the date notice
thereof is mailed to the Holders (or, in each case, longer if required by
applicable law);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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(ii)                                  deliver to the Trustee for cancellation
in accordance with Section 5(s) 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 New
Securities equal to the principal amount of the Securities of such Holder so
accepted for exchange.


 


(e)                                  Each Holder hereby acknowledges and
agrees that any Broker-Dealer and any such Holder using the Registered Exchange
Offer to participate in a distribution of the New Securities (x) could not
under Commission policy as in effect on the date of this Agreement rely on the
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
such transaction must be covered by an effective registration statement
containing the selling security holder information required by Item 507 or 508,
as applicable, of Regulation S-K under the Act if the resales are of New
Securities obtained by such Holder in exchange for Securities acquired by such
Holder directly from the Company or one of its Affiliates.  Accordingly, each Holder participating in the
Registered Exchange Offer shall be required to represent to the Company that,
at the time of the consummation of the Registered Exchange Offer:


 


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


 


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


 


(iii)                               such Holder is not an Affiliate of the
Company (or if it is, that it will comply with the registration and prospectus
delivery requirements of the Act to the extent applicable).


 


(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 Company shall issue and deliver
to such Initial Purchaser or the Person purchasing New Securities registered
under a Shelf Registration Statement as contemplated by Section 3 hereof
from such Initial Purchaser, in exchange for such Securities, a like principal
amount of New Securities.  The Company
shall use its best efforts to cause the CUSIP Service Bureau to issue the same
CUSIP number for such New Securities as for New Securities issued pursuant to
the Registered Exchange Offer.


 


3.                                       Shelf Registration.  (a)  If
(i) due to any change in law or applicable interpretations thereof by the
Commission’s staff, the Company determines upon advice of its outside counsel
that it is not permitted to effect the Registered Exchange Offer as
contemplated by Section 2 hereof; (ii) for any other reason the Exchange
Offer Registration Statement is not effective within 210 days after the Issue
Date; (iii) any Initial Purchaser so requests with respect 


 


6

















 


to
Securities that are not eligible to be exchanged for New Securities in the
Registered Exchange Offer and that are held by it following consummation of the
Registered Exchange Offer; or (iv) any Holder (other than an Initial
Purchaser) is not eligible to participate in the Registered Exchange Offer or
does not receive freely tradeable New Securities in exchange for Securities
constituting any portion of an unsold allotment (it being understood that the
requirement that an Exchanging Dealer deliver a Prospectus in connection with
sales of New Securities acquired in the Registered Exchange Offer in exchange
for Securities acquired as a result of market-making activities or other
trading activities shall not result in such New Securities being not “freely
tradeable”), the Company and the Guarantors shall effect a Shelf Registration
Statement in accordance with subsection (b) below.


 


(b)                                 (i)                                     The Company and the Guarantors shall as promptly as
practicable (but in no event more than 90 days after so required or requested
pursuant to this Section 3), file with the Commission and thereafter shall
use their commercially reasonable best efforts to cause to be declared
effective under the Act a Shelf Registration Statement relating to the offer
and sale of the Securities or the New Securities, as applicable, by the Holders
thereof from time to time in accordance with the methods of distribution
elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that
no Holder (other than an Initial Purchaser) shall be entitled to have the
Securities held by it covered by such Shelf Registration Statement unless such
Holder agrees in writing to be bound by all of the provisions of this Agreement
applicable to such Holder; and provided, further, that with respect to New Securities received by an
Initial Purchaser in exchange for Securities constituting any portion of an
unsold allotment, the Company and the Guarantors may, if permitted by current
interpretations by the Commission’s staff, file a post-effective amendment to
the Exchange Offer Registration Statement containing the information required
by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their
respective obligations under this subsection with respect thereto, and any such
Exchange Offer Registration Statement, as so amended, shall be referred to
herein as, and governed by the provisions herein applicable to, a Shelf
Registration Statement.


 


(ii)                                  The Company and the Guarantors shall use
their respective commercially reasonable 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 after the Issue Date or such shorter period
that will terminate when all the Securities or New Securities, as applicable,
covered by the Shelf Registration Statement have been sold pursuant to the
Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”).  The Company and the Guarantors shall be
deemed not to have used their respective commercially reasonable efforts to
keep the Shelf Registration Statement effective during the requisite period if
they voluntarily take any action that would result in Holders of Securities
covered thereby not being able to offer and sell such Securities during that
period, unless (A) such action is required by applicable law; or (B) such
action is taken by the Company and the Guarantors in good faith and for valid
business reasons (not including avoidance of the Company’s and the Guarantors’
obligations hereunder), including the acquisition or divestiture of assets (to
the extent permitted by the terms of the Indenture), so long as the Company and
the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof,
if applicable.


 


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(iii)                               Notwithstanding the foregoing provisions of this Section 3,
the Company and the Guarantors may for valid business reasons (other than
avoidance of its obligations hereunder), including without limitation, a
potential material acquisition, divestiture of assets or other material
corporate transaction, notify Holders in writing that the Shelf Registration
Statement is no longer effective or the Prospectus included therein is no
longer usable for offers and sales of Securities or New Securities; provided that the use of the Shelf Registration Statement or
the Prospectus contained therein shall not be suspended for more than 45 days
(whether or not consecutive) in the aggregate in any 12-month period.  The Holders agree that upon receipt of any
notice from the Company pursuant to this Section 3(b)(iii), it will
discontinue use of the Prospectus contained in the Shelf Registration Statement
until receipt of copies of the supplemented or amended Prospectus relating
thereto or until advised in writing by the Company that the use of the
Prospectus contained in the Shelf Registration Statement may be resumed.


 


(iv)                              The Company and the Guarantors shall
cause the Shelf Registration Statement and the related Prospectus and any
amendment or supplement thereto, as of the effective date of the Shelf
Registration Statement or such amendment or supplement, (A) to comply in
all material respects with the applicable requirements of the Act and 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.


 


4.                                       Special Interest. 
If (a) on or prior to the 120th day following the Issue Date,
neither the Exchange Offer Registration Statement nor the Shelf Registration
Statement has been filed with the Commission, (b) on or prior to the 210th
day following the Issue Date, the Exchange Offer Registration Statement has not
been declared effective, or on or prior to the 90th day following the Company’s
obligation to file the Shelf Registration Statement, the Shelf Registration
Statement has not been filed, (c) on or prior to the 45th day following
the date the Exchange Offer Registration Statement has been declared effective,
the Registered Exchange Offer has not been consummated, or (d) after
either the Exchange Offer Registration Statement or the Shelf Registration
Statement has been declared effective, such Registration Statement thereafter
ceases to be effective or usable in connection with resales of Securities or
New Securities in accordance with and during the periods specified in this
Agreement (each such event referred to in clauses (a) through (d), a “Registration Default”), interest (“Special Interest”) will accrue on
the principal amount of the Securities and the New Securities (in addition to
the stated interest on the Securities and New Securities) from and including
the date on which any such Registration Default shall occur to but excluding
the date on which all Registration Defaults have been cured.  Special Interest will accrue at a rate of $0.192
per week per $1,000 principal amount of notes. 
Notwithstanding the foregoing, no Special Interest shall accrue during
or with respect to any suspension period referred to in Section 3(b)(iii) above;
provided, however, that if such
suspension period exceeds 45 days in the aggregate in any 12-month period, then
Special Interest shall accrue from and including the 46th day of such
suspension period.


 


All
obligations of the Company and the Guarantors set forth in the preceding
paragraph that are outstanding with respect to any Security at the time such
Security is exchanged for a 


 


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New Security shall survive until such time as all such
obligations with respect to such Security have been satisfied in full.


 


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


 


(a)                                  The Company and the Guarantors shall:


 


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


 


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


 


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


 


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


 


(b)                                 The Company and the Guarantors shall
ensure that:


 


(i)                                     any Registration Statement and any
amendment thereto and any Prospectus forming part thereof and any amendment or
supplement thereto complies in all material respects with the Act and the rules and
regulations thereunder; and


 


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


 


(c)                                  The Company and the Guarantors shall
advise you, the Holders of Securities covered by any Shelf Registration
Statement and any Exchanging Dealer under any Exchange Offer Registration
Statement that has provided in writing to the Company 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) 


 


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through
(v) hereof shall be accompanied by an instruction to suspend the use of
the Prospectus until the Company shall have remedied the basis for such
suspension):


 


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


 


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


 


(iii)                               of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the initiation of
any proceedings for that purpose, of the issuance by the Commission of a
notification of objection to the use of the form on which the Registration
Statement has been filed, and of the happening of any event that causes the
Company to become an “ineligible issuer,” as defined in Commission Rule 405;


 


(iv)                              of the receipt by the Company or any
Guarantor 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


 


(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.


 


(d)                                 The Company and the Guarantors shall use
their respective 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 Company and the Guarantors shall
furnish to each Holder of Securities covered by any Shelf Registration
Statement, without charge, at least one copy of such Shelf Registration
Statement and any post-effective amendment thereto, including all material
incorporated therein by reference, and, if the Holder so requests in writing,
all exhibits thereto (including exhibits incorporated by reference therein).


 


(f)                                    The Company and the Guarantors shall,
during the Shelf Registration Period, deliver to each Holder of Securities
covered by any Shelf Registration Statement, without charge, as many copies of
the Prospectus (including each preliminary Prospectus) included in such Shelf
Registration Statement and any amendment or supplement thereto as such Holder
may reasonably request.  The Company and
the Guarantors 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 Company 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


 


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amendment
thereto, including all material incorporated by reference therein, and, if the
Exchanging Dealer so requests in writing, all exhibits thereto (including
exhibits incorporated by reference therein).


 


(h)                                 The Company and the Guarantors shall
promptly deliver to the Initial Purchasers, 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 Company and the Guarantors consent to the
use of the Prospectus or any amendment or supplement thereto by the Initial
Purchasers, any Exchanging Dealer and any such other Person that may be
required to deliver a Prospectus following the Registered Exchange Offer in
connection with the offering and sale of the New Securities covered by the
Prospectus, or any amendment or supplement thereto, included in the Exchange
Offer Registration Statement.


 


(i)                                     Prior to the Registered Exchange Offer or
any other offering of Securities or New Securities pursuant to any Registration
Statement, the Company and the Guarantors shall arrange, if necessary, for the
qualification of the Securities or the New Securities for sale under the laws
of such jurisdictions as any Holder shall reasonably request and will maintain
such qualification in effect so long as required; provided
that in no event shall the Company or the Guarantors be obligated to qualify to
do business in any jurisdiction where it is not then so qualified or to take
any action that would subject it to service of process in suits, 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 Company and the Guarantors shall
cooperate with the Holders of Securities to facilitate the timely preparation
and delivery of certificates representing New Securities or Securities to be
issued or sold pursuant to any Registration Statement free of any restrictive
legends and in such denominations and registered in such names as Holders may
request.


 


(k)                                  Upon the occurrence of any event
contemplated by subsections (c)(ii) through (v) above, the Company
and the Guarantors 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 initial purchasers of the securities included therein, the Prospectus will
not include an untrue statement of a material fact or omit to state any
material fact 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
and the Shelf Registration Statement provided for in Section 3(b) 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 5(c) to and
including the date when the Initial Purchasers, the Holders of the Securities
and any known Exchanging Dealer shall have received such amended or
supplemented Prospectus pursuant to this Section.


 


(l)                                     Not later than the effective date of any
Registration Statement, the Company and the Guarantors shall provide a CUSIP
number for the Securities or the New 


 


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Securities,
as the case may be, registered under such Registration Statement and provide
the Trustee with printed certificates for such Securities or New Securities, in
a form eligible for deposit with The Depository Trust Company.


 


(m)                               The Company and the Guarantors 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.


 


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


 


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


 


(p)                                 In the case of any Shelf Registration
Statement, the Company and the Guarantors shall enter into such agreements and
take all other appropriate actions (including if requested an underwriting
agreement in customary form) in order to expedite or facilitate the
registration or the disposition of the Securities or New 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 8 (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 8).


 


(q)                                 In the case of any Shelf Registration
Statement, the Company and the Guarantors shall:


 


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


 


(ii)                                  use their reasonable best efforts to
cause the Company’s and the Guarantors’ officers, directors and employees to
supply all relevant information reasonably requested by the Holders or any such
underwriter, attorney, accountant or agent in connection with any such
Registration Statement as is customary for similar due diligence examinations; provided, however, that
any information that is designated in writing by the Company or the Guarantors,
in good faith, as confidential at the time of delivery of such information
shall be kept confidential by the Holders or any such underwriter, attorney,
accountant or agent, unless such disclosure is made in connection 


 


12

















 


with a court
proceeding or required by law, or such information becomes available to the
public generally or through a third party without an accompanying obligation of
confidentiality;


 


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


 


(iv)                              obtain opinions of counsel to the Company
and updates thereof (which counsel and opinions (in form, scope and substance)
shall be reasonably satisfactory to the Managing Underwriters, if any)
addressed to each selling Holder and the 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 the Company for which
financial statements and financial data are, or are required to be, included in
the Registration Statement), addressed to each selling Holder of Securities or
New 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 5(k) and
with any customary conditions contained in the underwriting agreement or other
agreement entered into by the Company.


 


The actions set forth in clauses (iii), (iv), (v) and (vi) of
this Section 5(q) shall be performed at (A) the effectiveness of
such Registration Statement and each post-effective amendment thereto; and (B) each
closing under any underwriting or similar agreement as and to the extent
required thereunder.


 


(r)                                    In the case of any Exchange Offer Registration
Statement, the Company and the Guarantors shall:


 


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


 


(ii)                                  use their reasonable best efforts to
cause the Company’s and the Guarantors’ officers, directors and employees to
supply all relevant information reasonably requested by such Initial Purchaser
or any such attorney, accountant or agent 


 


13

















 


in connection with
any such Registration Statement as is customary for similar due diligence
examinations; provided, however,
that any information that is designated in writing by the Company or the
Guarantors, in good faith, as confidential at the time of delivery of such
information shall be kept confidential by such Initial Purchaser or any such
attorney, accountant or agent, unless such disclosure is made in connection
with a court proceeding or required by law, or such information becomes
available to the public generally or through a third party without an
accompanying obligation of confidentiality;


 


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


 


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


 


(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 the Company for which
financial statements and financial data are, or are required to be, included in
the Registration Statement), addressed to such Initial Purchaser, in customary
form and covering matters of the type customarily covered in “cold comfort”
letters in connection with primary underwritten offerings, or if requested by
such Initial Purchaser or its counsel in lieu of a “cold comfort” letter, an
agreed-upon procedures letter under Statement on Auditing Standards No. 35,
covering matters requested by such Initial Purchaser or its counsel; and


 


(vi)                              deliver such documents and certificates
as may be reasonably requested by such Initial Purchaser or its counsel,
including those to evidence compliance with Section 5(k) and with
conditions customarily contained in underwriting agreements.


 


The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of
this Section 5(r) shall be performed at the close of the Registered
Exchange Offer and the effective date of any post-effective amendment to the
Exchange Offer Registration Statement.


 


(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 New Securities, the
Company shall mark, or cause to be marked, on the Securities so exchanged that
such Securities are being canceled in exchange for the New Securities.  In no event shall the Securities be marked as
paid or otherwise satisfied.


 


(t)                                    The Company and the Guarantors will use
their respective commercially reasonable best efforts (i) if the
Securities have been rated prior to the initial sale of such 


 


14

















 


Securities,
to confirm such ratings will apply to the Securities or the New Securities, as
the case may be, covered by a 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 participate as a member of an underwriting
syndicate or selling group or “assist in the distribution” (within the meaning
of the Rules of Fair Practice and the By-Laws of the Financial Industry
Regulatory Authority) thereof, whether as a Holder of such Securities or as an
underwriter, a placement or sales agent or a broker or dealer in respect
thereof, or otherwise, assist such Broker-Dealer in complying with the
requirements of such Rules and By-Laws, including, without limitation, by:


 


(i)                                     if such Rules or By-Laws 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;


 


(ii)                                  indemnifying any such qualified
independent underwriter to the extent of the indemnification of underwriters
provided in Section 8 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 Rules.


 


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


 


6.                                       Market Making.  (a) At
such time and for so long as any of the Securities, New Securities or the
Existing Notes are outstanding and any of
the Representatives (each in such capacity, the “Market
Maker”) or any of their Affiliates is an Affiliate of the
Company, the Guarantors or any of their Affiliates and proposes to make a
market in the Securities, New Securities or Existing Notes, as applicable, as
part of its business in the ordinary course, the following provisions shall
apply for the sole benefit of the Market Maker:


 


(i)                                     The Company and the Guarantors shall (A) on
the date that the Exchange Offer Registration Statement or, if required hereby,
the Shelf Registration Statement is filed with the Commission, file one or more
registration statements (the “Market Making Registration
Statements”) (which may be the Exchange Offer Registration
Statement or the Shelf Registration Statement if permitted by the rules and
regulations of the Commission) and use their commercially reasonable best
efforts to cause such Market Making Registration Statements to be declared
effective by the Commission on or prior to the consummation of the Registered
Exchange Offer or the effective date of the Shelf Registration Statement, as
applicable; (B) periodically amend such Market Making 


 


15

















 


Registration
Statements so that the information contained therein complies with the
requirements of Section 10(a) under the Act; (C) amend the
Market Making Registration Statements or amend or supplement the related
Prospectuses when necessary to reflect any material changes in the information
provided therein; and (D) amend the Market Making Registration Statements
when required to do so in order to comply with Section 10(a)(3) of
the Act; provided, however,
that (1) prior to filing the Market Making Registration Statements, any
amendment thereto or any supplement to the related Prospectuses, the Company
shall furnish to the Market Maker copies of all such documents proposed to be
filed, which documents will be subject to the review of the Market Maker and
its counsel and (2) the Company and the Guarantors will not file any
Market Making Registration Statement, any amendment thereto or any amendment or
supplement to the related Prospectus to which the Market Maker and its counsel
shall reasonably object unless the Company is advised by counsel that such
Market Making Registration Statement, amendment or supplement is required to be
filed under applicable securities laws and the Company will provide the Market
Maker and its counsel with copies of such Market Making Registration Statement
and each amendment and supplement filed. 
The Company, in its sole discretion, may determine to include
Prospectuses relating to each of the Securities, the New Securities or one or
more series of the Existing Notes in the same or different Market Making
Registration Statements so long as each such registration statement complies
with this Section 6.  The term “Prospectus”
in this Section 6 includes any Prospectus contained in a Market Making
Registration Statement relating to any or all of the Securities, the New
Securities or the Existing Notes, as applicable.


 


(ii)                                  The Company shall notify the Market Maker
and, if requested by the Market Maker, confirm such advice in writing, (A) when
any Market Making Registration Statement, any post-effective amendment to any
Market Making Registration Statement or any amendment or supplement to the related
Prospectus has been filed, and, with respect to any Market Making Registration
Statement or any post-effective amendment, when the same has become effective; (B) of
any request by the Commission for any post-effective amendment to any Market
Making Registration Statement, any supplement or amendment to the related
Prospectus or for additional information; (C) the issuance by the
Commission of any stop order suspending the effectiveness of any Market Making
Registration Statement or the initiation of any proceedings for that purpose,
including the receipt by the Company of any notice of objection of the
Commission to the use of the Market Making Registration Statement or any
post-effective amendment thereto pursuant to Rule 401(g)(2) under the
Act; (D) of the receipt by the Company of any notification with respect to
the suspension of the qualification of the Securities, New Securities or
Existing Notes, as applicable, for sale in any jurisdiction or the initiation
or threatening of any proceedings for that purpose; and (E) of the
happening of any event that makes any statement made in any Market Making
Registration Statement, the related Prospectus or any amendment or supplement
thereto untrue or that requires that making of any changes in any Market Making
Registration Statement, such Prospectus or any amendment or supplement thereto,
in order to make the statements therein not misleading.


 


16

















 


(iii)                               If any event contemplated by Section 6(a)(ii)(B) through
(E) occurs during the period for which the Company and the Guarantors are
required to maintain an effective Market Making Registration Statement, the
Company and the Guarantors shall promptly prepare and file with the Commission
a post-effective amendment to each Market Making Registration Statement or an
amendment or supplement to the related Prospectus or file any other required
document so that the Prospectus will not include an untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.


 


(iv)                              In the event of the issuance of any stop
order suspending the effectiveness of any Market Making Registration Statement,
any notice of objection pursuant to Rule 401(g)(2) under the Act or
of any order suspending the qualification of the Securities, New Securities or
Existing Notes for sale in any jurisdiction, the Company and the Guarantors
shall promptly use their reasonable best efforts to obtain the withdrawal of
such order or the resolution of such objection, including by filing an
amendment to the Market Making Registration Statement on the proper form as
necessary.


 


(v)                                 The Company shall furnish to the Market
Maker, without charge, (A) at least one conformed copy of any Market
Making Registration Statement and any post-effective amendment thereto and (B) as
many copies of the related Prospectus and any amendment or supplement thereto
as the Market Maker may reasonably request.


 


(vi)                              The Company and the Guarantors shall
consent to the use of any Prospectus contained in any Market Making
Registration Statement or any amendment or supplement thereto by the Market
Maker in connection with its market-making activities.


 


(vii)                           Notwithstanding the foregoing provisions of this Section 6,
the Company and the Guarantors may for valid business reasons, including
without limitation, a potential material acquisition, divestiture of assets or
other material corporate transaction, notify the Market Maker in writing that a
Market Making Registration Statement is no longer effective or the Prospectus
included therein is no longer usable for offers and sales of Securities, New
Securities or Existing Notes; provided that
the use of a Market Making Registration Statement or the Prospectus contained
therein shall not be suspended for more than 75 days (whether or not
consecutive) in the aggregate in any 12-month period.  The Market Maker agrees that upon receipt of
any notice from the Company pursuant to this Section 6(a)(vii), it will
discontinue use of the Prospectus contained in such Market Making Registration
Statement until receipt of copies of the supplemented or amended Prospectus
relating thereto or until advised in writing by the Company that the use of the
Prospectus contained in such Market Making Registration Statement may be
resumed.


 


(b)                                 In connection with any Market Making
Registration Statement, the Company and the Guarantors shall (i) make
reasonably available for inspection by a representative of, and counsel acting
for, the Market Maker all relevant financial and other records, pertinent
corporate documents and properties of the Company, the Guarantors and their 


 


17

















 


respective
subsidiaries and (ii) use their respective reasonable best efforts to have
their respective officers, directors, employees, accountants and counsel supply
all relevant information reasonably requested by such representative or counsel
or the Market Maker; provided, however, that any information that is designated in writing
by the Company or the Guarantors, in good faith, as confidential at the time of
delivery of such information shall be kept confidential by the Market Maker or
any representative or counsel, unless such disclosure is made in connection
with a court proceeding or required by law, or such information becomes
available to the public generally or through a third party without an
accompanying obligation of confidentiality;


 


(c)                                  Prior to the initial effective date of
any Market Making Registration Statement, the Company and the Guarantors shall
arrange, if necessary, for the qualification of the Securities, New Securities
or Existing Notes, as applicable, for sale under the laws of such jurisdictions
as the Market Maker reasonably requests in writing, will maintain such
qualification in effect so long as required and shall cooperate with the Market
Maker in connection with any filings required to be made with the Financial
Industry Regulatory Authority to enable the offer and sale in such
jurisdictions of the Securities, New Securities or Existing Notes, as
applicable, covered by such Market Making Registration Statement; provided that in no event shall the Company and the
Guarantors be obligated to (i) qualify as a foreign corporation or other
entity or as a dealer in securities in any jurisdiction where it would not
otherwise be required to so qualify, (ii) file any general consent to
subject itself to service of process in any such jurisdictions or (iii) subject
itself to taxation in any such jurisdiction if it not so subject.


 


(d)                                 The Company and the Guarantors represent
and agree that any Market Making Registration Statement, any post-effective
amendments thereto, any amendments or supplements to the related Prospectus and
any documents filed by them under the Exchange Act will, when they become
effective or are filed with the Commission, as the case may be, conform in all
respects to the requirements of the Act and the Exchange Act and the rules and
regulations of the Commission thereunder and will not, as of the effective date
of such Market Making Registration Statement or post-effective amendments and
as of the filing date of amendments or supplements to such Prospectus or
filings under the Exchange Act, contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that
no representation or warranty is made as to information contained in or omitted
from any Market Making Registration Statement or the related Prospectus in
reliance upon and in conformity with written information furnished to the
Company by the Market Maker specifically for inclusion therein, which
information the parties hereto agree will be limited to the statements
concerning the market-making activities of the Market Maker to be set forth on
the cover page and in the “Plan of Distribution” section of the related
Prospectus (the “Market Maker’s Information”).


 


(e)                                  At the time of effectiveness of any
Market Making Registration Statement and concurrently with each time such
Market Making Registration Statement shall be amended by post-effective
amendment by including the filing of any annual report incorporated by
reference into the Market Making Registration Statement or the related
Prospectus shall be amended or such Prospectus shall be supplemented, the
Company shall (if requested by the Market Maker) furnish the Market Maker and
its counsel with a certificate of its Chairman of the Board of Directors or
Chief Executive Officer and its Chief Financial Officer to the effect that:


 


18

















 


(i)                                     such Market Making Registration Statement
has been declared effective;


 


(ii)                                  in the case of an amendment to such
Market Making Registration Statement, such amendment has become effective under
the Act as of the date and time specified in such certificate, if applicable;
and in the case of an amendment or supplement to the Prospectus, such amendment
or supplement to the Prospectus was filed with the Commission pursuant to the
subparagraph of Rule 424(b) under the Act specified in such
certificate on the date specified therein;


 


(iii)                               to the knowledge of such officers, no
stop order suspending the effectiveness of such Market Making Registration
Statement has been issued and no proceeding for that purpose is pending or
threatened by the Commission, including any notice of objection of the
Commission to the use of the Market Making Registration Statement or any
post-effective amendment thereto pursuant to Rule 401(g)(2) under the
Act, and no proceeding for that purpose is pending or threatened by the
Commission; and


 


(iv)                              such officers have carefully examined
such Market Making Registration Statement and the Prospectus (and, in the case
of an amendment or supplement, such amendment or supplement) and as of the date
of such Market Making Registration Statement, amendment or supplement, as applicable,
the Market Making Registration Statement and the Prospectus, as amended or
supplemented, if applicable, did not include any untrue statement of a material
fact and did not omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.


 


(f)                                    At the time of effectiveness of any
Market Making Registration Statement and concurrently with each time any Market
Making Registration Statement or the related Prospectus shall be amended or
such Prospectus shall be supplemented, the Company shall (if requested by the
Market Maker) furnish the Market Maker and its counsel with the written opinion
of counsel for the Company satisfactory to the Market Maker to the effect that:


 


(i)                                     such Market Making Registration Statement
has been declared effective;


 


(ii)                                  in the case of an amendment to such
Market Making Registration Statement, such amendment has become effective under
the Act as of the date and time specified in such opinion, if applicable; and
in the case of an amendment or supplement to the Prospectus, such amendment or
supplement to the Prospectus was filed with the Commission pursuant to the
subparagraph of Rule 424(b) under the Act specified in such opinion
on the date specified therein;


 


(iii)                               to the knowledge of such counsel, no stop
order suspending the effectiveness of such Market Making Registration Statement
has been issued and no proceeding for that purpose is pending or threatened by
the Commission, including notice of any objection of the Commission or any
post-effective amendment thereto pursuant to 


 


19

















 


Rule 401(g)(2) under
the Act, and nor proceeding for that purpose is pending or threatened by the
Commission; and


 


(iv)                              such counsel has reviewed such Market
Making Registration Statement and the Prospectus (and, in the case of an
amendment or supplement, such amendment or supplement) and participated with
officers of the Company and independent public accountants for the Company in
the preparation of such Market Making Registration Statement and Prospectus
(and, in the case of an amendment or supplement, such amendment or supplement)
and has no reason to believe that (except for the financial statements and
other financial and statistical data contained therein as to which such counsel
need express no belief) as of the date of such Market Making Registration
Statement, amendment or supplement, as applicable, the Market Making
Registration Statement and the Prospectus, as amended or supplemented, if
applicable, contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading.


 


(g)                                 At the time of effectiveness of any
Market Making Registration Statement and concurrently with each time such
Market Making Registration Statement or the related Prospectus shall be amended
or such Prospectus shall be supplemented to include audited annual financial
information, the Company shall (if requested by the Market Maker) furnish the
Market Maker and its counsel with a letter of PricewaterhouseCoopers LLP (or
other independent public accountants for the Company or the Guarantors of
nationally recognized standing) in form satisfactory to the Market Maker, addressed
to the Market Maker and dated the date of delivery of such letter, (i) confirming
that they are independent public accountants within the meaning of the Act and
are in compliance with the applicable requirements relating to the
qualification of accountants under Rule 2-01 of Regulation S-X of the
Commission and (ii) in all other respects, substantially in the form of
the letter delivered to the Initial Purchasers pursuant to the Purchase
Agreement, with, in the case of an amendment or supplement that includes
audited financial information, such changes as may be necessary to reflect the
amended or supplemented financial information.


 


(h)                                 The Company and the Guarantors, on the
one hand, and the Market Maker, on the other hand, hereby agree to indemnify
each other, and, if applicable, contribute to the other, in accordance with Section 8
of this Agreement.


 


(i)                                     The Company and the Guarantors will
comply with the provisions of this Section 6 at their own expense and will
reimburse the Market Maker for its expenses associated with this Section 6
(including reasonable fees of counsel for the Market Maker).


 


(j)                                     The agreements contained in this Section 6
and the representations, warranties and agreements contained in this Agreement
shall survive all offers and sales of the Securities and New Securities and
shall remain in full force and effect, regardless of any termination or
cancellation of this Agreement or any investigation made by or on behalf of any
indemnified party.


 


(k)                                  For purposes of this Section 6, (i) any
reference to the terms “amend”, “amendment” or “supplement” with respect to any
Market Making Registration Statement or the


 


20
















 


Prospectus
contained therein shall be deemed to refer to and include the filing under the
Exchange Act of any document deemed to be incorporated therein by reference and
(ii) any reference to the terms “Securities,” “New Securities” or “Existing
Notes” shall be deemed to refer to and include any securities issued in
exchange for or with respect to such Securities, New Securities or Existing
Notes.


 


7.                                       Registration Expenses. 
The Company and the Guarantors shall bear all expenses incurred in
connection with the performance of their respective obligations under Sections
2, 3, 5 and 6 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, and, in the case of any Exchange Offer
Registration Statement, will reimburse the Initial Purchasers for the
reasonable fees and disbursements of counsel acting in connection therewith.


 


8.                                       Indemnification and Contribution.  (a) Each
of the Company and the Guarantors agrees, jointly and severally, to indemnify
and hold harmless each Holder of Securities or New Securities, as the case may
be, covered by any Registration Statement (including each Initial Purchaser,
the Market Maker and, with respect to any Prospectus delivery as contemplated
in Section 5(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, 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 or any Market Making 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 agrees 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 Company and the Guarantors 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 or the Market Maker Information furnished
to the Company and the Guarantors by or on behalf of any such Holder or the
Market Maker specifically for inclusion therein.  In addition, the Company and the Guarantors
agree to indemnify and hold harmless the Market Maker from and against any and
all Losses that arise out of, or are based upon, any breach by the Company and
the Guarantors of their respective representations, warranties and agreements
contained in Section 6 hereof.  This
indemnity agreement will be in addition to any liability which the Company and
the Guarantors may otherwise have.


 


Each
of the Company and the Guarantors also agrees, jointly and severally, to
indemnify or contribute as provided in Section 8(e) to Losses of each
underwriter of any Securities or New 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 


 


21

















 


same basis as that of the indemnification of the
Initial Purchasers and the selling Holders provided in this Section 8(a) and
shall, if requested by any Holder, enter into an underwriting agreement
reflecting such agreement, as provided in Section 5(p) hereof.


 


With
respect to any untrue statement or omission of material fact made in any
preliminary Prospectus, the indemnity agreement contained in this Section 8(a) shall
not inure to the benefit of any indemnified person 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
indemnified person occurs under the circumstance where it shall have been
determined by a court of competent jurisdiction by final and non-appealable
judgment that (w) the Company had previously furnished copies of the
preliminary Prospectus to such indemnified person, (x) delivery of the
Final Prospectus was required by the Act to be made to such person, (y) the
untrue statement or omission of a material fact contained in the preliminary
Prospectus was corrected in the Final 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 Final Prospectus.


 


(b)                                 Each Holder of securities covered by a
Registration Statement (including each Initial Purchaser and, with respect to
any Prospectus delivery as contemplated in Section 5(h) hereof, each
Exchanging Dealer) severally agrees to indemnify and hold harmless the Company,
each Guarantor, each of their respective directors, each of their respective
officers who signs such Registration Statement and each Person who controls the
Company and the Guarantors within the meaning of either the Act or the Exchange
Act, to the same extent as the foregoing indemnity from the Company and the
Guarantors to each such Holder, but only with reference to written information
relating to such Holder furnished to the Company and the Guarantors 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)                                  The Market Maker agrees to indemnify and
hold harmless the Company, each Guarantor, each of their respective directors,
each of their respective officers who signs any Market Making Registration
Statement and each Person who controls the Company and the Guarantors within
the meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company and the Guarantors to the Market Maker,
but only with respect to any Losses which arise out of or are based upon any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with any Market Maker’s Information furnished
to the Company and the Guarantors in writing by the Market Maker specifically
for inclusion in such Market Making Registration Statement and any
Prospectus.  This indemnity agreement
will be in addition to any liability which any Market Maker may otherwise have.


 


(d)                                 Promptly after receipt by an indemnified
party under this Section 8 of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this Section 8, notify the
indemnifying party in writing of the commencement thereof; but the failure so
to notify the indemnifying party (i) will not relieve it from liability
under paragraph (a), (b) or (c) above unless and to the extent it did
not otherwise learn of such action and such failure results in the 


 


22

















 


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), (b) or (c) 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 separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying
party to represent the indemnified party would present such counsel with a
conflict of interest; (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties 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.  Any such separate counsel (w) for
any Initial Purchaser, its affiliates, directors and officers and any control
Persons of such Initial Purchaser shall be designated in writing by the Representatives, (x) for any
Market Maker, its affiliates, directors and officers and any control Persons of
such Market Maker shall be designated in writing by the respective Market Maker, (y) for any Holder, its
directors and officers and any control Persons of such Holder shall be
designated in writing by the Majority Holders and (z) in all other cases
shall be designated in writing by the Company. 
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.


 


(e)                                  In the event that the indemnity provided
in paragraph (a), (b) or (c) 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 New Security be responsible, in the aggregate, for any amount in
excess of the total fees received by such
Initial Purchaser or subsequent Holder in connection with the purchase of such
Security, or in the case of a New Security, applicable to the Security
that was exchangeable into such New Security, nor shall any underwriter be
responsible 


 


23

















 


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; provided, further, that in no case shall the Market Maker be required
to contribute any amount in excess of the amount by which the total price at
which the Securities sold by the Market Maker exceeds the amount of any damages
that the Market Maker has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.  If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the indemnifying party and
the indemnified party shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations.  Benefits received by the Company shall be
deemed to be equal to the sum of (x) the total net proceeds from the
Initial Placement (before deducting expenses) and (y) the total amount of
additional interest which the Company was 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 (including the
Market Maker) shall be deemed to be equal to the total fees received by the
Initial Purchasers pursuant to Section 2 of the Purchase Agreement,
and benefits received by any other Holders shall be deemed to be equal to the
value of receiving Securities or New Securities, as applicable, registered
under the Act.  Benefits received by any
underwriter shall be deemed to be equal to the total underwriting discounts and
commissions, as set forth on the cover page of the Prospectus forming a
part of the Registration Statement which resulted in such Losses.  Relative fault shall be determined by
reference to, among other things, whether any alleged untrue statement or
omission 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 (e), no Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.  For purposes of this Section 8,
each Person who controls a Holder within the meaning of either the Act or the
Exchange Act and each director, officer, employee and agent of such Holder
shall have the same rights to contribution as such Holder, and each Person who
controls the Company or any of the Guarantors within the meaning of either the
Act or the Exchange Act, each officer of the Company or any of the Guarantors
who shall have signed the Registration Statement and each director of the
Company or any of the Guarantors shall have the same rights to contribution as
the Company and the Guarantors, subject in each case to the applicable terms
and conditions of this paragraph (e).


 


(f)                                    The provisions of this Section 8
will remain in full force and effect, regardless of (i) the termination of
this Agreement, (ii) any investigation made by or on behalf of the Market
Maker, any Holder, the Company or the Guarantors or any of the officers,
directors or controlling Persons referred to in this Section hereof, (iii) acceptance
of any of the New Securities; and (iv) any sale by a Holder or the Market
Maker of securities covered by a Registration Statement (including a Market
Making Registration Statement).


 


24

















 


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


 


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


 


10.                                 No Inconsistent Agreements. 
None of the Company nor the Guarantors have not, 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 Market Maker or the Holders herein or otherwise conflicts with
the provisions hereof.


 


11.                                 Amendments and Waivers. 
The provisions of this Agreement, including the provisions of this
sentence, may not be amended, qualified, modified or supplemented, and waivers
or consents to departures from the provisions hereof may not be given, unless
the Company and the Guarantors have obtained the written consent of the
Majority Holders and, with respect to the provisions of Section 6 and 7,
the Market Maker; provided that with respect to any
matter that directly or indirectly affects the rights of any Initial Purchaser
hereunder, the Company and the Guarantors 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, a waiver or
consent to departure from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose Securities or New
Securities, as the case may be, are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may be given by Holders representing a majority of the aggregate
principal amount of Securities or New Securities, as the case may be, being
sold rather than registered under such Registration Statement, voting together
as a single class.


 


12.                                 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 Company 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 Credit Suisse First
Boston LLC;


 


(b)                                 if to you, initially at the address set
forth in the Purchase Agreement and thereafter at such other address, notice of
which is given in accordance with the provisions of this Section 12;


 


25

















 


(c)                                  if to a Market Maker, initially at J.P.
Morgan Securities Inc., 270 Park Avenue, New York, New York 10017 (fax no.:
(212) 270-1063), Attention: Jessica Kearns,
as applicable, and thereafter at such other address, notice of which is given
in accordance with the provisions of this Section 12; and


 


(d)                                 if to the Company or any of the
Guarantors, initially at its address set forth in the Purchase Agreement, and thereafter at such other address,
notice of which is given in accordance with the provisions of this Section 12.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


18.                                 Securities Held by the Company, etc. 
Whenever the consent or approval of Holders of a specified percentage of
principal amount of Securities or New Securities is required hereunder,
Securities or New Securities, as applicable, held by the Company, any of the
Guarantors or its Affiliates (other than subsequent Holders of Securities or
New Securities if such subsequent Holders are deemed to be Affiliates solely by
reason of their holdings of such Securities or New Securities) shall not be
counted in determining whether such consent or approval was given by the
Holders of such required percentage.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


26

















 


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


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  AMC ENTERTAINMENT INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Craig R. Ramsey

  
	
   

  	
   

  	
  Name:
  

  	
  Craig
  R. Ramsey

  
	
   

  	
   

  	
  Title: 

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS
  LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R.
  Ramsey

  
	
   

  	
   

  	
  Name:
  

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title: 

  	
  Executive
  Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial
  Officer

  



 
















 


The foregoing Agreement is


hereby confirmed and accepted

as of the date first above written.


 


CREDIT SUISSE SECURITIES (USA) LLC,


FOR
ITSELF AND ON BEHALF OF

THE OTHER INITIAL PURCHASERS


 


	
  By:

  	
  /s/ Jenifer Gorin

  	
   

  
	
   

  	
  Name: Jenifer Gorin

  
	
   

  	
  Title: Director, Media
  and Telecommunications

  



 

















 


The foregoing Agreement is

hereby confirmed and accepted

as of the date first above written.


 


J.P. MORGAN SECURITIES INC.,


AS
MARKET MAKER


 


	
  By:

  	
  /s/ Jacob Steinberg

  	
   

  
	
   

  	
  Name:  Jacob Steinberg

  
	
   

  	
  Title: Executive
  Director

  



 

















 


Schedule I


 


AMC
Card Processing Services, Inc.


AMC
Entertainment International, Inc.


AMC
License Services, Inc.


American
Multi-Cinema, Inc.


Club
Cinema of Mazza, Inc.


LCE
Acquisitionsub, Inc.


LCE
Mexican Holdings, Inc.


Loews
Cineplex U.S. Callco, LLC


Loews
Citywalk Theatre Corporation


Loews
Theatre Management Corp.


Premium
Theater of Framingham, Inc.


 

















 


ANNEX
A


 


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


 

















 


ANNEX
B


 


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


 

















 


ANNEX
C


 


PLAN
OF DISTRIBUTION


 


Each
Broker-Dealer that receives New Securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. 
This Prospectus, as it may be amended or supplemented from time to time,
may be used by a Broker-Dealer in connection with resales of New Securities
received in exchange for Securities where such Securities were acquired as a
result of market-making activities or other trading activities.  The Company has agreed that, starting on the
Expiration Date and ending on the close of business one year after the
Expiration Date, it will make this Prospectus, as amended or supplemented,
available to any Broker-Dealer for use in connection with any such resale.  In addition, until             ,
2009, all dealers effecting transactions in the New Securities may be required
to deliver a prospectus.


 


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


 


For a
period of one year after the Expiration Date, the Company will promptly send
additional copies of this Prospectus and any amendment or supplement to this
Prospectus to any Broker-Dealer that requests such documents in the Letter of
Transmittal.  The Company has agreed to
pay all expenses incident to the Exchange Offer (including the expenses of one
counsel for the holder of the Securities) other than commissions or concessions
of any brokers or dealers and will indemnify the holders of the Securities
(including any Broker-Dealers) against certain liabilities, including
liabilities under the Act.


 

















 


ANNEX
D


 


Rider A


 


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:


 


Rider B


 


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