Exhibit 10.6


    


    
 

    
      

      

    

     

    EXCHANGE
      AND REGISTRATION RIGHTS AGREEMENT

    


    


    Dated
      as
      of September 20, 2006

    


    


    by
      and
      among

    


    


    BPC
      ACQUISITION CORP.

    


    and

    


    GOLDMAN,
      SACHS & CO.

    


    GSMP
      2006
      ONSHORE US, LTD.

    


    GSMP
      2006
      OFFSHORE US, LTD.

    


    GSMP
      2006
      INSTITUTIONAL US, LTD.

    
      ffny03\syselja\660743.6

    

    



    
      
        
          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          [EXECUTION
            VERSION]

        

      

    



    Table
      of Contents

    


    

      
        	
                1.

              	
                Definitions

              	
                1

              
	
                2.

              	
                Exchange
                  Offer

              	
                4

              
	
                3.

              	
                Shelf
                  Registration Statement

              	
                6

              
	
                4.

              	
                Additional
                  Interest

              	
                7

              
	
                5.

              	
                Registration
                  Procedures

              	
                8

              
	
                6.

              	
                Indemnification

              	
                14

              
	
                7.

              	
                Rule
                  144A

              	
                17

              
	
                8.

              	
                Underwritten
                  Registrations of Registrable Notes

              	
                17

              
	
                9.

              	
                Miscellaneous

              	
                17

              


      

    

     

     

    
      
        
          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXCHANGE
      AND REGISTRATION RIGHTS AGREEMENT

    


    BPC
      Acquisition Corp., a Delaware corporation (the “Company”
which
      term, following the Acquisition shall mean and refer to BPC Holding Corporation,
      a Delaware corporation, as the surviving corporation in the merger pursuant
      to
      which the Acquisition is effectuated), is issuing and selling to Goldman, Sachs
      & Co., a New York partnership (the “Initial
      Purchaser”)
      for
      resale to GS Mezzanine Partners 2006 Onshore US, Ltd., an exempted Cayman
      Islands limited liability company (“GSMP
      Onshore”),
      GSMP
      2006 Offshore US, Ltd., an exempted Cayman Islands limited liability company
      (“GSMP
      Offshore”),
      GSMP
      2006 Institutional US, Ltd., an exempted Cayman Islands limited liability
      company (“GSMP
      Institutional”
and
      together with GSMP Onshore, GSMP Offshore and the Initial Purchaser, the
“Purchasers”),
      $425
      million original aggregate principal amount of 11% senior subordinated notes
      of
      the Company due 2016 (the “Notes”
which
      term shall include any notes issued in exchange, substitution, or replacement
      therefor) issued on the date hereof pursuant to the Note Purchase Agreement,
      dated as of the date hereof (the “Purchase
      Agreement”),
      among
      the Company, the Purchasers and certain of their affiliates. As an inducement
      to
      the Purchasers to enter into the Purchase Agreement, the Company agrees with
      the
      Purchasers, for the benefit of the Holders (as defined below) of the Notes
      (including, without limitation, the Purchasers), as follows:

    


    
      	
              1.

            	
              Definitions

            


    

     

    Capitalized
      terms that are used herein without definition and are defined in the Purchase
      Agreement shall have the respective meanings ascribed to them in the Purchase
      Agreement. As used herein the following terms shall have the meanings specified
      herein (it being understood that defined terms shall include in the singular
      number, the plural, and in the plural, the singular):

    


    Additional
      Interest:
      See
      Section 4(a).

     

    Agreement:
      This
      Exchange and Registration Rights Agreement, dated as of the Closing Date, among
      the Company and the Purchasers.

     

    Applicable
      Period:
      See
      Section 2(e).

     

    Blackout
      Period:
      See
      Section 5.

     

    Business
      Day:
      A day
      that is not a Saturday, a Sunday or a day on which banking institutions in
      New
      York are authorized or required by law, regulation or executive order to be
      closed.

     

    Closing
      Date:
      September 20, 2006.

     

    Company:
      See the
      introductory paragraph to this Agreement.

     

    Day:
      Unless
      otherwise expressly provided, a calendar day.

     

    Demand
      Date:
      See
      Section 2(a).

     

    Demand
      Registration Request:
      See
      Section 2(a).

     

    Effectiveness
      Date:
      The day
      that is six months after any Demand Date. 

     

    Effectiveness
      Period:
      See
      Section 3(a).

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    Event
      Date:
      See
      Section 4(b).

     

    Exchange
      Act:
      The
      Securities Exchange Act of 1934, as amended, and the rules and regulations
      of
      the SEC promulgated thereunder.

     

    Exchange
      Notes:
      11%
      Senior Subordinated Notes Due 2016 of the Company, identical in all material
      respects to the Notes except for restrictive legends and additional interest
      provisions.

     

    Exchange
      Offer:
      See
      Section 2(a).

     

    Exchange
      Offer Period:
      See
      Section 2(a).

     

    Exchange
      Offer Registration Statement:
      See
      Section 2(a).

     

    Filing
      Date:
      The
      90th
      day
      after the Demand Date; provided,
      that
      if the
      Filing Date would otherwise fall on a day that is not a Business Day, then
      the
      Filing Date shall be the next succeeding Business Day.

     

    GSMP
      Institutional:
      See the
      introductory paragraph to this Agreement.

     

    GSMP
      Offshore:
      See the
      introductory paragraph to this Agreement.

     

    GSMP
      Onshore:
      See the
      introductory paragraph to this Agreement.

     

    Holder:
      Any
      registered holder of Registrable Notes.

     

    Indemnified
      Party:
      See
      Section 6(c).

     

    Indemnifying
      Party:
      See
      Section 6(c).

     

    Indenture: The
      Indenture, dated as of the Closing Date, between the Company and the Trustee,
      as
      trustee, pursuant to which the Notes are being issued, as amended or
      supplemented from time to time in accordance with the terms
      thereof.

     

    Initial
      Purchaser:
      See the
      introductory paragraph to this Agreement.

     

    Inspectors:
      See
      Section 5(n).

     

    Losses: See
      Section 6(a).

     

    Maximum
      Contribution Amount:
      See
      Section 6(d).

     

    NASD:
      National Association of Securities Dealers, Inc. 

     

    Notes:
      See the
      introductory paragraph to this Agreement.

     

    Participant:
      See
      Section 6(a).

     

    Participating
      Broker-Dealer:
      See
      Section 2(e).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Person:
      An
      individual, trustee, corporation, partnership, limited liability company, joint
      stock company, trust, unincorporated association, union, business association,
      firm, government agency or political subdivision thereof, or other legal
      entity.

     

    Prospectus:
      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 promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Notes covered by such Registration Statement, and
      all
      other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus.

     

    Purchase
      Agreement:
      See the
      introductory paragraph to this Agreement.

     

    Purchasers:
      See the
      introductory paragraph to this Agreement.

     

    Records:
      See
      Section 5(n).

     

    Registrable
      Notes:
      (i)
      Notes and (ii) Exchange Notes received in the Exchange Offer as to which Section
      2(h)(ii) is applicable until, in each case, the earliest to occur of (i) a
      Registration Statement (other than, with respect to any Exchange Notes as to
      which Section 2(h)(ii) hereto is applicable, the Exchange Offer Registration
      Statement) covering such Note or Exchange Note has been declared effective
      by
      the SEC, (ii) such Note has been exchanged pursuant to the Exchange Offer
      for an Exchange Note or Exchange Notes that may be resold without restriction
      under state and federal securities laws, (iii) such Note, or Exchange Note,
      as the case may be, ceases to be outstanding or (iv) such Note or Exchange
      Note, as the case may be, has been or may be resold without restriction pursuant
      to Rule 144(k) (as amended or replaced) under the Securities
      Act.

     

    Registration
      Statement:
      Any
      registration statement of the Company filed with the SEC under the Securities
      Act (including, but not limited to, the Exchange Offer Registration Statement
      and the Shelf Registration Statement) that covers any of the Registrable Notes,
      pursuant to the provisions of this Agreement, including the Prospectus,
      amendments and supplements to such registration statement, including
      post-effective amendments, all exhibits and all material incorporated by
      reference or deemed to be incorporated by reference in such registration
      statement.

     

    Rule
      144:
      Rule
      144 promulgated under the Securities Act, as such Rule may be amended from
      time
      to time, or any similar rule (other than Rule 144A) or regulation hereafter
      adopted by the SEC providing for offers and sales of securities made in
      compliance therewith resulting in offers and sales by subsequent holders that
      are not affiliates of an issuer of such securities being free of the
      registration and prospectus delivery requirements of the Securities
      Act.

     

    Rule
      144A:
      Rule
      144A promulgated under the Securities Act, as such Rule may be amended from
      time
      to time, or any similar rule (other than Rule 144) or regulation hereafter
      adopted by the SEC.

     

    Rule
      415:
      Rule
      415 promulgated under the Securities Act, as such Rule may be amended from
      time
      to time, or any similar rule or regulation hereafter adopted by the
      SEC.

     

    Rule
      430A:
      Rule
      430A promulgated under the Securities Act, as such Rule may be amended from
      time
      to time, or any similar rule or regulation hereafter adopted by the
      SEC.

     

    SEC:
      The
      Securities and Exchange Commission.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Securities:
      The
      Notes and the Exchange Notes. 

     

    Securities
      Act:
      The
      Securities Act of 1933, as amended, and the rules and regulations of the SEC
      promulgated thereunder.

     

    Shelf
      Notice:
      See
      Section 2(h).

     

    Shelf
      Registration Statement:
      See
      Section 3(a).

     

    TIA:
      The
      Trust Indenture Act of 1939, as amended.

     

    Trustee:
      The
      trustee under the Indenture.

     

    WKSI:
      See
      Section 5.

     

    
      	
              2.

            	
              Exchange
                Offer

            


    

     

    (a) Unless
      the Exchange Offer would violate applicable law or a policy of the SEC or its
      staff, the Company shall upon the written demand of holders (a “Demand
      Registration Request”)
      of a
      majority in principal amount of the Registrable Notes given, on not more than
      one occasion at any time commencing three months after the first to occur of
      the
      effectiveness of any registered public offering for cash of common stock of
      the
      Company or any parent holding company of the Company or of debt securities
      of
      the Company or any of its subsidiaries or any such holding company (each such
      date, a “Demand
      Date”)
      (i) prepare and file with the SEC no later than the Filing Date, a
      registration statement (the “Exchange
      Offer Registration Statement”)
      on an
      appropriate form under the Securities Act with respect to an offer (an
“Exchange
      Offer”)
      to the
      Holders of Notes to issue and deliver to such Holders, in exchange for the
      Notes, a like principal amount of Exchange Notes, (ii) use commercially
      reasonable efforts to cause the Exchange Offer Registration Statement to become
      effective no later than the Effectiveness Date, (iii) use commercially
      reasonable efforts to keep the Exchange Offer open for at least 20 Business
      Days
      (or longer if required by applicable law) after the date notice of the Exchange
      Offer is mailed to Holders, and (iv) use commercially reasonable efforts to
      consummate the Exchange Offer and issue, on or prior to 30 Business Days after
      the Effectiveness Date (such period, the “Exchange
      Offer Period”),
      Exchange Notes in exchange for all Notes validly tendered and not withdrawn
      prior thereto in the Exchange Offer. An Exchange Offer shall not be subject
      to
      any conditions, other than that (1) an Exchange Offer does not violate
      applicable law or policy of the SEC or its staff; (2) no action or
      proceeding shall have been instituted or threatened in any court or by any
      governmental agency that might materially impair the ability of the Company
      to
      proceed with an Exchange Offer, and no material adverse development shall have
      occurred in any existing action or proceeding with respect to the Company;
      and
      (3) all governmental approvals shall have been obtained, which approvals
      the Company deems necessary for the consummation of an Exchange Offer.


     

    (b) The
      Exchange Notes shall be issued under, and entitled to the benefits of, the
      Indenture.

     

    (c) Interest
      on each of the Exchange Notes will be payable from the later of (x) the last
      interest payment date on which interest was paid on the Notes surrendered in
      exchange therefor, or (y) if the Notes are surrendered for exchange on a date
      within a period on or after the record date for an interest payment date to
      occur on or after the date of such exchange and as to which interest will be
      paid, the date of such interest payment date.

     

    (d) The
      Company may require each Holder as a condition to participation in the Exchange
      Offer to represent (i) that any Exchange 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        
Notes
        received by it will be acquired in the ordinary course of its business, (ii)
        that at the time of the commencement and consummation of the Exchange Offer
        such
        Holder has not entered into any arrangement or understanding with any Person
        to
        participate in the distribution (within the meaning of the Securities Act)
        of
        the Exchange Notes in violation of the provisions of the Securities Act,
        (iii)
        that such Holder is not an affiliate of the Company within the meaning of
        the
        Securities Act, or, if it is an affiliate of the Company, that it will comply
        with the registration and prospectus delivery requirements of the Securities
        Act
        to the extent applicable to it, (iv) if such Holder is not a broker-dealer,
        that
        it is not engaged in, and does not intend to engage in, the distribution
        of the
        Exchange Notes and (v) if such Holder is a Participating Broker-Dealer, that
        such Holder will receive Exchange Notes for its own account in exchange for
        Notes that were acquired as a result of market-making or other trading
        activities, and that it will deliver a Prospectus in connection with any
        resale
        of the Exchange Notes and otherwise comply with the applicable provisions
        of the
        Securities Act with respect to such resale. 

    

     

    (e) The
      Company shall include within the Prospectus contained in the Exchange Offer
      Registration Statement a section entitled “Plan of Distribution” which shall
      contain all information that the SEC may require with respect to the potential
      “underwriter” status of any broker-dealer that is the beneficial owner (as
      defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by
      such
      broker-dealer in the Exchange Offer for its own account in exchange for Notes
      that were acquired by it as a result of market-making or other trading activity
      (a “Participating
      Broker-Dealer”).
      Such
“Plan of Distribution” section shall allow, to the extent permitted by
      applicable policies and regulations of the SEC, or other applicable law, the
      use
      of the Prospectus by all Participating Broker-Dealers, and include a statement
      describing the manner in which Participating Broker-Dealers may resell the
      Exchange Notes. The Company shall use commercially reasonable efforts to keep
      the Exchange Offer Registration Statement effective and to amend and supplement
      the Prospectus contained therein, in order to permit such Prospectus to be
      lawfully delivered by all Participating Broker-Dealers subject to the prospectus
      delivery requirements of the Securities Act for such period of time as is
      necessary to comply with applicable law in connection with the resale by such
      Participating Broker-Dealers of the Exchange Notes; provided,
      however,
      that
      such period shall not be required to exceed 90 days (unless such period is
      extended pursuant to the third to last paragraph of Section 5 below) (the
“Applicable
      Period”).
      

     

    
      	 	
              (f)

            	
              In
                connection with the Exchange Offer, the Company shall:
                

            


    

     

    
      	 	
              (i)

            	
              mail
                or cause to be mailed to each Holder of record a copy of the Prospectus
                forming part of the Exchange Offer Registration Statement, together
                with
                an appropriate letter of transmittal and related
                documents;

            


    

    


     

    
      	 	
              (ii)

            	
              utilize
                the services of a depository for the Exchange Offer with an address
                in the
                Borough of Manhattan, the City of New York, which may be the Trustee
                or an
                affiliate thereof;

            


    

    


     

    
      	 	
              (iii)

            	
              permit
                Holders to withdraw tendered Registrable Notes at any time prior
                to the
                close of business, New York time, on the last Business Day on which
                the
                Exchange Offer shall remain open;
                and

            


    

    


     

    
      	 	
              (iv)

            	
              otherwise
                comply in all material respects with all applicable
                laws.

            


    

    


     

    
      	 	
              (g)

            	
              As
                soon as practicable after the close of the Exchange Offer the Company
                shall: 

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      	 	
              (i)

            	
              accept
                for exchange all Registrable Notes validly tendered pursuant to the
                Exchange Offer and not validly
                withdrawn;

            


    

    


     

    
      	 	
              (ii)

            	
              deliver
                to the Trustee for cancellation all Registrable Notes so accepted
                for
                exchange; and

            


    

    


     

    
      	 	
              (iii)

            	
              cause
                the Trustee promptly to authenticate and deliver to each Holder,
                Exchange
                Notes equal in principal amount to the Notes of such Holder so accepted
                for exchange; provided that,
                in the case of any Notes held in global form by a depository,
                authentication and delivery to such depositary of one or more replacement
                Notes in global form in an equivalent principal amount thereto for
                the
                account of such Holders in accordance with the Indenture shall satisfy
                such authentication and delivery
                requirement.

            


    

    


     

    (h) If,
      (i)
      applicable interpretations of the staff of the SEC or other legal requirements
      would not permit the consummation of the Exchange Offer as contemplated by
      this
      Section 2 or (ii) in the case of any Holder that participates in the Exchange
      Offer, but does not receive Exchange Notes that it may resell to the public
      without delivering a prospectus and the prospectus contained in the Exchange
      Offer Registration Statement is not appropriate or available for such resales
      (other than due solely to the status of such Holder as an affiliate of the
      Company within the meaning of the Securities Act), then, in each case, the
      Company shall promptly deliver to the Holders and the Trustee, if any, written
      notice thereof (the “Shelf
      Notice”)
      and
      shall on one and only one occasion file a Shelf Registration Statement pursuant
      to Section 3. 

    


    
      	
              3.

            	
              Shelf
                Registration Statement

            


    

     

    If
      a
      Shelf Notice is properly delivered pursuant to Section 2(h), then:

     

    (a) Shelf
      Registration Statement.
      The
      Company shall file with the SEC a Registration Statement for an offering to
      be
      made on a continuous basis pursuant to Rule 415 covering all of the Registrable
      Notes (the “Shelf
      Registration Statement”).
      The
      Company shall use commercially reasonable efforts to file with the SEC the
      Shelf
      Registration Statement within 90 days of the delivery of the Shelf Notice and
      shall use commercially reasonable efforts to cause such Shelf Registration
      Statement to be declared effective under the Securities Act as promptly as
      practicable thereafter. The Shelf Registration Statement shall be on Form S-1
      or
      another appropriate form permitting registration of such Registrable Notes
      for
      resale by Holders in the manner or manners reasonably designated by them. The
      Company shall not permit any securities other than the Registrable Notes to
      be
      included in any Shelf Registration Statement. No Holder of Registrable Notes
      shall be entitled to include any of its Registrable Notes in any Shelf
      Registration Statement pursuant to this Agreement unless such Holder furnishes
      to the Company and the Trustee in writing, within 20 days after receipt of
      a
      written request therefor, such information as the Company, after conferring
      with
      counsel with regard to information relating to Holders that would be required
      by
      the SEC to be included in such Shelf Registration Statement or Prospectus
      included therein, may reasonably request for inclusion in any Shelf Registration
      Statement or Prospectus included therein. The Company shall use commercially
      reasonable efforts to keep the Shelf Registration Statement continuously
      effective under the Securities Act until the date which is two years from the
      Closing Date (the “Effectiveness
      Period”),
      or
      such shorter period ending when (i) all Registrable Notes covered by the Shelf
      Registration Statement have been sold in the manner set forth and as
      contemplated in the Shelf Registration Statement; provided,
      however,
      that
      the Company may suspend the effectiveness of the Shelf Registration Statement
      by
      written notice to any Holders solely (A) as a result of the filing of a
      post-effective amendment to the Shelf 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        
Registration
        Statement to incorporate audited financial information with respect to the
        Company where such post-effective amendment is not yet effective and needs
        to be
        declared effective to permit Holders to use the related Prospectus or (B)
        to the
        extent and for so long as permitted by the third to last paragraph of Section
        5.

    

     

    (b) Supplements
      and Amendments.
      The
      Company shall promptly supplement and amend any Shelf Registration Statement
      if
      required by the rules, regulations or instructions applicable to the
      registration form used for such Shelf Registration Statement, if required by
      the
      Securities Act, or if reasonably requested in writing by the Holders of a
      majority in aggregate principal amount of the Registrable Notes covered by
      such
      Shelf Registration Statement with respect to the information included therein
      regarding one or more of such Holders.

     

    
      	
              4.

            	
              Additional
                Interest

            


    

     

    (a) The
      Company acknowledges and agrees that the Holders of Registrable Notes will
      suffer damages if the Company fails to fulfill its material obligations under
      Section 2 and/or Section 3 hereof and that it would not be feasible to ascertain
      the extent of such damages with precision. Accordingly, the Company agrees
      to
      pay additional interest on the Notes (“Additional
      Interest”)
      under
      the circumstances and to the extent set forth below (each of which shall be
      given independent effect):

     

    (i) if
      (A)
      neither the Exchange Offer Registration Statement nor the Shelf Registration
      Statement has been filed on or prior to the Filing Date or (B) notwithstanding
      that the Company has consummated or will consummate an Exchange Offer, the
      Company is required to file a Shelf Registration and if such Shelf Registration
      is not filed on or prior to the date required by this Agreement, Additional
      Interest shall accrue on the principal amount of the Notes over and above any
      stated interest at a rate of 0.25% per annum of the principal amount of such
      Notes for the first 90 days immediately following the Filing Date, such
      Additional Interest rate increasing by an additional 0.25% per annum at the
      beginning of each subsequent 90-day period, subject to the proviso in the last
      sentence of this subsection (a);

    


     

    (ii) if
      (A)
      neither the Exchange Offer Registration Statement nor the Shelf Registration
      Statement is declared effective on or prior to the Effectiveness Date, or (B)
      notwithstanding that the Company has consummated or will consummate an Exchange
      Offer, the Company is required to file a Shelf Registration Statement and such
      Shelf Registration Statement is not declared effective by the SEC on or prior
      to
      the 180th
      day
      following the date such Shelf Registration Statement was filed, Additional
      Interest shall accrue on the principal amount of the Notes over and above any
      stated interest at a rate of 0.25% per annum of the principal amount of such
      Notes for the first 90 days immediately following the Effectiveness Date, such
      Additional Interest rate increasing by an additional 0.25% per annum at the
      beginning of each subsequent 90-day period, subject to the proviso in the last
      sentence of this subsection (a);

    


     

    (iii) if
      (A)
      the Company has not exchanged Exchange Notes for all Notes validly tendered
      in
      accordance with the terms of the Exchange Offer on or prior to the end of the
      Exchange Offer Period, or (B) if applicable, a Shelf Registration Statement
      has
      been declared effective and such Shelf Registration Statement ceases to be
      effective at any time prior to the expiration of the Effectiveness Period (other
      than during such time as all Notes registered thereunder have been disposed
      of
      or as contemplated in the proviso to the last sentence of Section 3(a)), then
      Additional Interest shall accrue on the principal amount of the Notes, over
      and
      above any stated interest, at a rate of 0.25% per annum of the principal amount
      of such Notes for the first 90 days commencing on (x) the Business Day following
      the end of the Exchange Offer Period,

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     in
      the case of clause (A) above, or (y) the day such Shelf Registration Statement
      ceases to be effective in the case of clause (B) above, such Additional Interest
      rate increasing by an additional 0.25% per annum at the beginning of each
      subsequent 90-day period, subject to the proviso in the last sentence of this
      subsection (a);

    


     

    provided,
      however,
      that
      the maximum Additional Interest rate on the Notes may not exceed at any one
      time
      in the aggregate 1.0% per annum; and provided further,
      that
      (1) upon the filing of the Exchange Offer Registration Statement or a Shelf
      Registration Statement (in the case of (i) above), (2) upon the effectiveness
      of
      the Exchange Offer Registration Statement or a Shelf Registration Statement
      (in
      the case of (ii) above), or (3) upon the exchange of Exchange Notes for all
      Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of
      a
      Shelf Registration Statement, which had ceased to remain effective (in the
      case
      of (iii)(B) above), Additional Interest on the Notes as a result of such clause
      (or the relevant subclause thereof), as the case may be, shall cease to accrue,
      although it shall still accrue to the extent at such time another provision
      of
      clauses (i) through (iii) is applicable. Additional Interest will not accrue
      under more than one of the foregoing clauses (i) through (iii) at any one time.
      Notwithstanding the foregoing, no Additional Interest shall become due in the
      event of any delay in filing or effectiveness of the Exchange Offer Registration
      Statement or the Shelf Registration Statement or any delay in the consummation
      of the Exchange Offer or any cessation of the effectiveness of the Shelf
      Registration Statement that occurs by reason of a Blackout Period.

     

    (b) The
      Company shall notify the Trustee within 3 Business Days after each and every
      date on which an event occurs in respect of which Additional Interest is
      required to be paid (an “Event
      Date”).
      Any
      amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or
      (a)(iii) of this Section 4 will be payable in cash on the dates and in the
      manner provided in the Indenture, commencing with the first such quarterly
      date
      occurring after any such Additional Interest commences to accrue. The amount
      of
      Additional Interest will be determined by multiplying the applicable Additional
      Interest rate by the principal amount of the Registrable Notes, multiplied
      by a
      fraction, the numerator of which is the number of days such Additional Interest
      rate was applicable during such period (determined on the basis of a 360-day
      year comprised of twelve 30-day months and, in the case of a partial month,
      the
      actual number of days elapsed), and the denominator of which is
      360.

     

    
      	
              5.

            	
              Registration
                Procedures

            


    

     

    In
      connection with the filing of any Registration Statement pursuant to Section
      2
      or 3 hereof, the Company shall effect such registrations to permit the sale
      of such securities covered thereby in accordance with the intended method or
      methods of disposition thereof, and pursuant thereto and in connection with
      any
      Registration Statement filed by the Company hereunder, the Company
      shall:

     

    (a) prepare
      and file with the SEC on or prior to the Filing Date, the Exchange Offer
      Registration Statement or if the Exchange Offer Registration Statement is not
      filed because of the circumstances contemplated by Section 2(h), a Shelf
      Registration Statement as prescribed by Section 3, and use commercially
      reasonable efforts to cause each such Registration Statement to become effective
      and remain effective as provided herein; provided that,
      if (1)
      a Shelf Registration Statement is filed pursuant to Section 3 or (2) a
      Prospectus contained in an Exchange Offer Registration Statement filed pursuant
      to Section 2 is required to be delivered under the Securities Act by any
      Participating Broker-Dealer who seeks to sell Exchange Notes during the
      Applicable Period, before filing any Registration Statement or Prospectus or
      any
      amendments or supplements thereto, or any related free writing prospectus,
      the
      Company shall, if requested, furnish to and afford the Holders of the
      Registrable Notes to be registered pursuant to such Shelf Registration
      Statement, or each Participating Broker-Dealer and to their counsel, a
      reasonable opportunity to review copies of all such documents (including copies
      of 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    any
      documents to be incorporated by reference therein and all exhibits thereto)
      proposed to be filed (in each case at least 2 Business Days prior to such
      filing). The Company shall not file any such Registration Statement or
      Prospectus or any amendments or supplements thereto, or any free writing
      prospectus related thereto, in respect of which the Holders must provide
      information for the inclusion therein without the Holders being afforded an
      opportunity to review such documentation if the holders of a majority in
      aggregate principal amount of the Registrable Notes covered by such Registration
      Statement, or any such Participating Broker-Dealer, as the case may be, their
      counsel, , shall reasonably object in writing on a timely basis;

     

    (b) provide
      an indenture trustee for the Registrable Notes or the Exchange Notes, as the
      case may be, and cause the Indenture (or other indenture relating to the
      Registrable Notes) to be qualified under the TIA not later than the effective
      date of the first Registration Statement; and in connection therewith, to effect
      such changes to such indenture as may be required for such indenture to be
      so
      qualified in accordance with the terms of the TIA; and execute, and use
      commercially reasonable efforts to cause such trustee to execute, all documents
      as may be required to effect such changes, and all other forms and documents
      required to be filed with the SEC to enable such indenture to be so qualified
      in
      a timely manner;

     

    (c) prepare
      and file with the SEC such amendments and post-effective amendments to each
      Shelf Registration Statement or Exchange Offer Registration Statement, as the
      case may be, as may be necessary to keep such Registration Statement
      continuously effective for the Effectiveness Period or the Applicable Period,
      as
      the case may be; cause the related Prospectus to be supplemented by any
      Prospectus supplement required by applicable law, and as so supplemented to
      be
      filed pursuant to Rule 424 (or any similar provisions then in force) promulgated
      under the Securities Act; and comply with the provisions of the Securities
      Act
      and the Exchange Act applicable to them with respect to the disposition of
      all
      securities covered by such Registration Statement as so amended or in such
      Prospectus as so supplemented and with respect to the subsequent resale of
      any
      securities being sold by a Participating Broker-Dealer covered by any such
      Prospectus. The Company shall not, during the Applicable Period, voluntarily
      take any action that would result in Participating Broker-Dealers seeking to
      sell Exchange Notes not being able to sell such Exchange Notes during that
      period, unless such action is required by applicable law, rule or regulation
      or
      permitted by this Agreement;

     

    (d) furnish
      to such selling Holders and Participating Broker-Dealers who so request in
      writing in a timely fashion (i) such reasonable number of copies of such
      Registration Statement and of each amendment and supplement thereto (in each
      case including any documents incorporated therein by reference and all exhibits)
      and (ii) such reasonable number of copies of the Prospectus included in such
      Registration Statement (including each preliminary Prospectus), each amendment
      and supplement thereto, and each free writing prospectus prepared by the Company
      or used with the Company’s prior written consent in connection therewith, and
      such reasonable number of copies of the final Prospectus as filed by the Company
      pursuant to Rule 424(b) under the Securities Act, in conformity with the
      requirements of the Securities Act and each amendment and supplement thereto.
      The Company hereby consents to the use of the Prospectus or free writing
      prospectus prepared by the Company or used with the Company’s prior written
      consent for the following purposes by each of the selling Holders of Registrable
      Notes or each such Participating Broker-Dealer, as the case may be, and dealers,
      if any, in connection with the offering and sale of the Registrable Notes
      covered by, or the sale by Participating Broker-Dealers of the Exchange Notes
      pursuant to, such Prospectus and any amendment thereto, and each such selling
      Holder and Participating Broker-Dealer agrees that it will not, and dealer
      involved with any such offering or sale will not, use any written materials
      in
      connection therewith except for materials referred to in this sentence and
      otherwise consented to in writing by the Company;

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (e) if
      (1) a
      Shelf Registration Statement is filed pursuant to Section 3, or (2) a Prospectus
      contained in an Exchange Offer Registration Statement filed pursuant to Section
      2 is required to be delivered under the Securities Act by any Participating
      Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period
      relating thereto from whom the Company has received written notice that it
      will
      be a Participating Broker-Dealer in the Exchange Offer, notify the selling
      Holders of Registrable Notes, or each such Participating Broker-Dealer, as
      the
      case may be, their counsel, promptly (but in any event within 2 Business Days),
      and confirm such notice in writing, (i) when a Prospectus or any Prospectus
      supplement or post-effective amendment or free writing prospectus prepared
      by
      the Company, or used with the Company’s prior written consent, has been filed,
      and, with respect to a Registration Statement or any post-effective amendment,
      when the same has become effective (including in such notice a written statement
      that any Holder may, upon request, obtain, without charge, one conformed copy
      of
      such Registration Statement or post-effective amendment including financial
      statements and schedules, documents incorporated or deemed to be incorporated
      by
      reference and exhibits), (ii) of the issuance by the SEC of any stop order
      suspending the effectiveness of a Registration Statement or of any order
      preventing or suspending the use of any Prospectus or the initiation of any
      proceedings for that purpose, (iii) of the receipt by the Company of any
      notification with respect to the suspension of the qualification or exemption
      from qualification of a Registration Statement or any of the Registrable Notes
      or the Exchange Notes to be sold by any Participating Broker-Dealer for offer
      or
      sale in any jurisdiction, or the initiation or threatening of any proceeding
      for
      such purpose, (iv) of the happening of any event, the existence of any condition
      or any information becoming known that makes any statement made in such
      Registration Statement or related Prospectus or any document incorporated or
      deemed to be incorporated therein by reference, any free writing prospectus
      prepared by the Company or used with the Company’s prior written consent, untrue
      in any material respect or that requires the making of any changes in, or
      amendments or supplements to, such Registration Statement, Prospectus or
      documents so that, in the case of the Registration Statement and the Prospectus,
      it will not contain any untrue statement of a material fact or omit to state
      any
      material fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading and (vi) of any reasonable determination by the Company that a
      post-effective amendment to a Registration Statement would be
      appropriate;

     

    (f) use
      commercially reasonable efforts to prevent the issuance of any order suspending
      the effectiveness of a Registration Statement or of any order preventing or
      suspending the use of a Prospectus or suspending the qualification (or exemption
      from qualification) of any of the Registrable Notes or the Exchange Notes to
      be
      sold by any Participating Broker-Dealer, for sale in any United States
      jurisdiction (other than any jurisdiction to which the Company is not required
      to register or qualify Registrable Notes or Exchange Notes for offer or sale
      in
      accordance with paragraph (h) of this Section 5), and, if any such order is
      issued, to use commercially reasonable efforts to obtain the withdrawal of
      any
      such order at the earliest possible date;

     

    (g) if
      (A) a
      Shelf Registration Statement is filed pursuant to Section 3 or (B) a Prospectus
      contained in an Exchange Offer Registration Statement filed pursuant to Section
      2 is required to be delivered under the Securities Act by any Participating
      Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period
      or
      the Holders of a majority in aggregate principal amount of the Registrable
      Notes
      being sold in connection with an underwritten offering, (i) promptly incorporate
      in a Prospectus supplement or post-effective amendment or free writing
      prospectus such information or revisions to information therein relating to
      such
      selling Holders as such Holders or their counsel reasonably request in writing
      to be included or made therein and (ii) make all required filings of such
      Prospectus supplement or such post-effective amendment or such free writing
      prospectus as soon as practicable after the Company has received notification
      of
      the matters to be incorporated in such Prospectus supplement or post-effective
      amendment or free writing prospectus; provided,
      however,
      that
      the Company shall not be required to take any action hereunder that would,
      in
      the written opinion of counsel to the Company, violate applicable
      laws;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (h) prior
      to
      any public offering of Registrable Notes or any delivery of a Prospectus
      contained in the Exchange Offer Registration Statement by any Participating
      Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period,
      use
      commercially reasonable efforts to register or qualify, and to cooperate with
      the selling Holders of Registrable Notes or each such Participating
      Broker-Dealer, as the case may be and their respective counsel in connection
      with the registration or qualification (or exemption from such registration
      or
      qualification) of such Registrable Notes or Exchange Notes, as the case may
      be,
      for offer and sale under the securities or blue sky laws of such jurisdictions
      within the United States as any selling Holder, Participating Broker-Dealer
      reasonably requests in writing; provided that
      where
      Exchange Notes held by Participating Broker-Dealers or Registrable Notes are
      offered other than through an underwritten offering, the Company agrees to
      cause
      its counsel, or permit counsel for the Required Holders, to perform blue sky
      investigations and file any registrations and qualifications required to be
      filed pursuant to this Section 5(h), keep each such registration or
      qualification (or exemption therefrom) effective during the period such
      Registration Statement is required to be kept effective and do any and all
      other
      acts or things reasonably necessary or advisable to enable the disposition
      in
      such jurisdictions of the Exchange Notes held by Participating Broker-Dealers
      or
      the Registrable Notes covered by the applicable Registration Statement;
provided that
      the
      Company shall not be required to (A) qualify generally to do business in any
      jurisdiction where it is not then so qualified, (B) take any action that would
      subject it to general service of process in any such jurisdiction where it
      is
      not then so subject or (C) subject itself to taxation in any such jurisdiction
      where it is not then so subject;

     

    (i) if
      (A) a
      Shelf Registration Statement is filed pursuant to Section 3 or (B) a Prospectus
      contained in an Exchange Offer Registration Statement filed pursuant to Section
      2 is required to be delivered under the Securities Act by any Participating
      Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period,
      cooperate with the selling Holders of Registrable Notes to facilitate the timely
      preparation and delivery of certificates representing Registrable Notes to
      be
      sold, which certificates shall not bear any restrictive legends and shall be
      in
      a form eligible for deposit with The Depository Trust Company, and enable such
      Registrable Notes to be in such denominations (subject to applicable
      requirements contained in the Indenture) and registered in such names as the
      Holders may reasonably request in writing at least five Business Days prior
      to
      any sale of such Registrable Notes;

     

    (j) if
      (1) a
      Shelf Registration Statement is filed pursuant to Section 3, or (2) a Prospectus
      contained in an Exchange Offer Registration Statement filed pursuant to Section
      2 is required to be delivered under the Securities Act by any Participating
      Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period,
      upon the occurrence of any event contemplated by Section 5(e)(v) or 5(e)(vi)
      hereof, as promptly as practicable, prepare and file with the SEC, at the
      expense of the Company, a supplement or post-effective amendment to the
      Registration Statement or a supplement to the related Prospectus or any document
      incorporated or deemed to be incorporated therein by reference, or a free
      writing prospectus prepared by the Company or used with the Company’s prior
      written consent, or file any other required document so that, as thereafter
      delivered to the purchasers of the Registrable Notes being sold thereunder
      or to
      the purchasers of the Exchange Notes to whom such Prospectus or free writing
      prospectus prepared by the Company or used with the Company’s prior written
      consent will be delivered by a selling Holder or a Participating Broker-Dealer,
      such Prospectus and free writing prospectus will not 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 light of the
      circumstances under which they were made, not misleading; 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (k) [Intentionally
      Omitted];

     

    (l) prior
      to
      the initial issuance of the Exchange Notes, (i) provide the Trustee with one
      or
      more certificates for the Registrable Notes in a form eligible for deposit
      with
      The Depository Trust Company and (ii) provide a CUSIP number for the Exchange
      Notes;

     

    (m) [Intentionally
      Omitted];

     

    (n) if
      (1) a
      Shelf Registration Statement is filed pursuant to Section 3, or (2) a Prospectus
      contained in an Exchange Offer Registration Statement filed pursuant to Section
      2 is required to be delivered under the Securities Act by any Participating
      Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period,
      make available for inspection by any selling Holder of such Registrable Notes
      being sold, or each such Participating Broker-Dealer, as the case may be, in
      any
      such disposition of Registrable Notes, if any, and any attorney, accountant
      or
      other agent retained by any such selling Holder or each such Participating
      Broker-Dealer, as the case may be (collectively, the “Inspectors”),
      upon
      written request, at the offices where normally kept, during reasonable business
      hours, all pertinent financial and other records and pertinent corporate
      documents of the Company and its subsidiaries (collectively, the “Records”)
      as
      shall be reasonably necessary to enable them to exercise any applicable due
      diligence responsibilities, and cause the officers, directors and employees
      of
      the Company and its subsidiaries to supply all information reasonably requested
      in writing by any such Inspector in connection with such due diligence
      responsibilities. Each Inspector shall agree in writing that it will keep the
      Records confidential and not disclose, or use in connection with any market
      transactions in violation of any applicable securities laws, any of the Records
      unless (i) the release of such Records is ordered pursuant to a subpoena or
      other order from a court of competent jurisdiction, (ii) the information in
      such
      Records is public or has been made generally available to the public other
      than
      as a result of a disclosure or failure to safeguard by such Inspector, or (iii)
      disclosure of such information is, in the reasonable written opinion of counsel
      for any Inspector, necessary or advisable in connection with any action, claim,
      suit or proceeding, directly or indirectly, involving or potentially involving
      such Inspector and arising out of, based upon, related to, or involving this
      Agreement, or any transaction contemplated hereby or arising hereunder,
      including to demonstrate that such Inspector has satisfied its due diligence
      defense in connection therewith. Each selling Holder of such Registrable Notes
      and each such Participating Broker-Dealer will be required to agree that
      information obtained by it as a result of such inspections shall be deemed
      confidential and shall not be used by it as the basis for any market
      transactions in the securities of the Company unless and until such is made
      generally available to the public. Each Inspector, each selling Holder of such
      Registrable Notes and each such Participating Broker-Dealer will be required
      to
      further agree that it will, upon learning that disclosure of such Records is
      sought in a court of competent jurisdiction, give notice to the Company and,
      to
      the extent practicable, use commercially reasonable efforts to allow the
      Company, at its expense, to undertake appropriate action to prevent disclosure
      of the Records deemed confidential;

     

    (o) comply
      with all applicable rules and regulations of the SEC and make generally
      available to the security holders of the Company with regard to any applicable
      Registration Statement earning statements (which need not be audited) satisfying
      the provisions of section 11(a) of the Securities Act and Rule 158 thereunder
      (or any similar rule promulgated under the Securities Act) no later than 45
      days
      after the end of any fiscal quarter (or 90 days after the end of any 12-month
      period if such period is a fiscal year) commencing on the first day of the
      first
      fiscal quarter of the Company after the effective date of a Registration
      Statement, which statements shall cover said 12-month periods;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (p) [Intentionally
      Omitted];

     

    (q) cooperate
      with each seller of Registrable Notes covered by any Registration Statement,
      participating in the disposition of such Registrable Notes and their respective
      counsel in connection with any filings required to be made with the
      NASD;

     

    (r) use
      commercially reasonable efforts to take all other steps reasonably necessary
      to
      effect the registration of the Registrable Notes covered by a Registration
      Statement contemplated hereby; and

     

    (s) take
      all
      reasonable action to ensure that any free writing prospectus prepared by the
      Company or used with the Company’s prior written consent in connection with any
      registration covered by Section 2 or 3 complies in all material respects with
      the Securities Act, is filed in accordance with the Securities Act to the extent
      required thereby, is retained in accordance with the Securities Act to the
      extent required thereby and, when taken together with the related prospectus,
      will not contain any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading.

     

    To
      the
      extent the Company is a well-known seasoned issuer (as defined in Rule 405
      under
      the Securities Act) (a “WKSI”)
      at the
      time any Demand Registration Request is submitted to the Company, and such
      Demand Registration Request requests that the Company file an automatic shelf
      registration statement (as defined in Rule 405 under the Securities Act) (an
      “automatic shelf registration statement”) on Form S-3, the Company shall file an
      automatic shelf registration statement which covers those Registrable Securities
      which are requested to be registered. If the Company does not pay the filing
      fee
      covering the Registrable Securities at the time the automatic shelf registration
      statement is filed, the Company agrees to pay such fee at such time or times
      as
      the Registrable Securities are to be sold. If at any time when the Company
      is
      required to re-evaluate its WKSI status the Company determines that it is not
      a
      WKSI, the Company shall use its commercially reasonable efforts to refile the
      shelf registration statement on Form S-3 and, if such form is not available,
      Form S-1 and keep such registration statement effective during the period during
      which such registration statement is required to be kept effective.

     

    The
      Company may require each seller of Registrable Notes or Participating
      Broker-Dealer as to which any registration is being effected to furnish to
      the
      Company such information regarding such seller or Participating Broker-Dealer
      and the distribution of such Registrable Notes as the Company may, from time
      to
      time, reasonably request. The Company may exclude from such registration the
      Registrable Notes of any seller who fails to furnish such information within
      a
      reasonable time (which time in no event shall exceed 30 days) after receiving
      such request and in the event of such an exclusion (which the Company will
      use
      good faith reasonable efforts to avoid), the Company shall have no further
      obligation under this Agreement to such seller or any subsequent holder of
      such
      Registrable Notes. Each seller of Registrable Notes or Participating
      Broker-Dealer as to which any registration is being effected agrees to furnish
      promptly to the Company all information required to be disclosed in order to
      make the information previously furnished by such seller not materially
      misleading.

     

    Each
      Holder and each Participating Broker-Dealer agrees by acquisition of Registrable
      Notes or Exchange Notes that, upon the Company providing notice to such Holder
      or Participating Broker-Dealer, as the case may be, (x) of the happening of
      any
      event of the kind described in Section 5(e)(ii), 5(e)(iii), 5(e)(iv), 5(e)(v),
      or 5(e)(vi) hereof, or (y) that the Board of Directors of the Company has
      resolved that the Company has a bona fide business purpose for doing so, then,
      upon providing such notice (which shall refer to this paragraph), the Company
      may delay the filing or the effectiveness of the Exchange Offer Registration
      Statement or the Shelf Registration Statement (if not 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        
then
        filed or effective, as applicable) and shall not be required to maintain
        the
        effectiveness thereof or amend or supplement the Exchange Offer Registration
        Statement, the Shelf Registration Statement or any Prospectus, or prepare
        or
        amend any free writing prospectus, in all cases for a period (a “Blackout
        Period”)
        expiring (i) in the case of the immediately preceding clause (x), on the
        earlier
        to occur of such Holder’s or Participating Broker-Dealer’s receipt of the copies
        of the supplemented or amended Prospectus or the free writing prospectus
        contemplated by Section 5(j) hereof or until it is advised in writing by
        the
        Company that the use of the applicable Prospectus may be resumed, or (ii)
        in the
        case of clause (y), the date on which the Board of Directors of the Company
        determines that such business purpose ceases to interfere with the obligations
        of the Company pursuant to this Agreement to file, cause to become effective
        or
        maintain the effectiveness of the Exchange Offer Registration Statement or
        the
        Shelf Registration Statement or amend or supplement the Exchange Offer
        Registration Statement, the Shelf Registration Statement or any Prospectus,
        or
        prepare or amend any free writing prospectus; provided,
        however,
        that
        there shall not be more than 90 days of Blackout Periods in any twelve-month
        period. In the case of any Blackout Period which occurs after the Demand
        Date
        and prior to the consummation of the Exchange Offer, the Exchange Offer Period
        shall be extended by the number of days in such Blackout Period, and in the
        case
        of any Blackout Period which occurs during any Applicable Period, the maximum
        length of such period (as contemplated by the proviso to the third sentence
        of
        Section 2(e) above) shall be extended by the number of days in such Blackout
        Period. Each Holder and each Participating Broker-Dealer agrees by acquisition
        of Registrable Notes or Exchange Notes that such Holder or Participating
        Broker-Dealer will not, during any Blackout Period, offer or sell any
        Registrable Notes or any Exchange Notes covered by any Registration Statement
        by
        use of any Prospectus included in the Registration Statement (including any
        supplement or any amendment to any such Prospectus) or by use of any free
        writing prospectus prepared by the Company or used with the Company’s prior
        written consent in connection therewith. The provisions of this paragraph
        shall
        supercede any contrary provisions of this Agreement. 

    

     

    All
      fees
      and expenses incident to the performance of or compliance with this Agreement
      by
      the Company (other than any or any fees and expenses incurred by any Holders
      in
      connection with the execution and delivery of this Agreement) shall be borne
      by
      the Company, whether or not the Exchange Offer or a Shelf Registration Statement
      is filed or becomes effective, including, without limitation, (i) all
      registration and filing fees, including, without limitation, (A) fees with
      respect to filings required to be made with the NASD and (B) fees and expenses
      of compliance with state securities or blue sky laws, (ii) messenger, telephone
      and delivery expenses incurred in connection with the performance of its
      obligations hereunder, (iii) fees and disbursements of counsel for the Company,
      (iv) fees and disbursements of all independent certified public accountants
      (including, without limitation, the expenses of any special audit and “cold
      comfort” letters required by or incident to such performance), (v) Securities
      Act liability insurance, if the Company desires such insurance, (vi) fees and
      expenses of all other Persons retained by the Company, (vii) internal expenses
      of the Company (including, without limitation, all salaries and expenses of
      officers and employees of the Company performing legal or accounting duties),
      (viii) the expense of any annual audit, (ix) the fees and expenses of any
      trustee and the Exchange Agent and (x) the expenses relating to printing, word
      processing and distributing all Registration Statements, securities sales
      agreements, indentures and any other documents necessary in order to comply
      with
      this Agreement. 

     

    In
      the
      case of a Shelf Registration Statement, the Company shall reimburse the Holders
      for the reasonable fees and disbursements of not more than one counsel chosen
      by
      the Holders of a majority in aggregate principal amount of the Registrable
      Notes
      to be included in any Registration Statement. The Company shall pay all
      documentary, stamp, transfer or other transactional taxes attributable to the
      issuance or delivery of the Exchange Notes in exchange for the Notes; provided
      that the Company shall not be required to pay taxes payable in respect of any
      transfer involved in the issuance or delivery of any Exchange Note in a name
      other than that of the Holder of the Note in respect of which such Exchange
      Note
      is being issued.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              6.

            	
              Indemnification

            


    

     

    (a) Indemnification
      by the Company.
      The
      Company agrees to indemnify and hold harmless each Holder of Registrable Notes
      or Exchange Notes and each Participating Broker-Dealer selling Exchange Notes
      during the Applicable Period, each Person, if any, who controls each such Holder
      (within the meaning of Section 15 of the Securities Act or Section 20(a) of
      the
      Exchange Act) and the officers, directors, employees and partners of each such
      Holder, Participating Broker-Dealer and controlling person (each, a
“Participant”)
      from
      and against any losses, claims, damages, liabilities, costs (including, without
      limitation, reasonable costs of preparation and reasonable attorneys’ fees as
      provided in this Section 6) and reasonable expenses (including, without
      limitation, reasonable costs and expenses incurred in connection with
      investigating, preparing, pursuing or defending against any of the foregoing)
      (collectively, “Losses”),
      insofar as such Losses arise out of or are based upon any violation of the
      Securities Act or Exchange Act by the Company, or any untrue statement or
      alleged untrue statement of a material fact in any Registration Statement,
      Prospectus or form of prospectus, or in any amendment or supplement thereto,
      or
      in any preliminary prospectus, or
      any
      free writing prospectus prepared by the Company or used with the Company’s prior
      written consent in connection therewith,
      or any
      omission or alleged omission to state therein a material fact required to be
      stated therein or necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading; provided,
      however,
      that
      (i) such Losses must arise out of or be based upon the offering or resale of
      Exchange Notes by a Participating Broker-Dealer following the completion of
      the
      Exchange Offer pursuant to any offering contemplated by the Exchange Offer
      Registration Statement or the offering or sale of Registrable Notes by any
      Holder pursuant to any offering contemplated by the Shelf Registration
      Statement, (ii) such Losses must not result from information relating to such
      Holder or Participating Broker-Dealer and furnished in writing to the Company
      (or reviewed and approved in writing) by such Holder or Participating
      Broker-Dealer or their counsel expressly for use therein, and (iii) the
      foregoing indemnity shall not inure to the benefit of any Participant in
      connection with any Person asserting Losses against such Participant in respect
      of any untrue statement or omission or alleged untrue statement or omission
      contained in any offering document if the Company had made available an offering
      document which corrected such untrue statement or omission or alleged untrue
      statement or omission prior to any delivery of the confirmation of sale to
      such
      Person and a copy of such corrected offering document was not provided to or
      for
      such Person. The Company also agrees to indemnify selling brokers, dealer
      managers and similar securities industry professionals participating in the
      distribution, their officers, directors, agents and employees and each Person
      who controls such Persons (within the meaning of Section 15 of the Securities
      Act or Section 20(a) of the Exchange Act) to the same extent as provided above
      with respect to the indemnification of the Holders or the Participating
      Broker-Dealer, and each such person shall be a “Participant” for purposes of
      this Section 6.

     

    (b) Indemnification
      by Holder.
      Each
      Holder shall indemnify and hold harmless the Company, its directors, officers
      and each Person, if any, who controls the Company (within the meaning of Section
      15 of the Securities Act and Section 20(a) of the Exchange Act), and the
      directors, officers, employees and partners of such controlling persons, from
      and against all Losses insofar as such Losses arise out of or are based upon
      any
      untrue statement or alleged untrue statement of a material fact in any
      Registration Statement, Prospectus or form of prospectus or in any amendment
      or
      supplement thereto or in any preliminary prospectus or any free writing
      prospectus prepared by the Company or used with the Company’s prior written
      consent in connection therewith, or any omission or alleged omission to state
      therein 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 to the extent, but only to the extent, that such losses
      arise out of or result from an untrue statement or alleged untrue statement
      of a
      material fact or omission or alleged omission of a material fact contained
      in or
      omitted from any information so furnished in writing by such Holder to the
      Company (or reviewed and approved in writing) expressly for use therein.
      Notwithstanding the

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        
foregoing,
        in no event shall the liability of any selling Holder be greater in amount
        than
        the dollar amount of the proceeds (net of payment of all expenses) received
        by
        such Holder upon the sale of the Registrable Notes giving rise to such
        indemnification obligation.

    

     

    (c) Conduct
      of Indemnification Proceedings.
      If any
      proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified
      Party”),
      such
      Indemnified Party shall promptly notify the party or parties from which such
      indemnity is sought in writing; provided,
      that
      the
      failure to so notify the Indemnifying Parties shall not relieve the Indemnifying
      Parties from any obligation or liability except to the extent (but only to
      the
      extent) that the Indemnifying Parties have been prejudiced materially by such
      failure.

     

    The
      Indemnifying Party shall have the right, exercisable by giving written notice
      to
      an Indemnified Party, to assume, at its expense, the defense of any such
      proceeding, provided,
      that
      an
      Indemnified Party shall have the right to employ separate counsel in any such
      proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or parties
      unless: (1) the Indemnifying Party has agreed to pay such fees and expenses;
      or
      (2) the Indemnifying Party shall have failed promptly to assume the defense
      of
      such proceeding or shall have failed to employ counsel reasonably satisfactory
      to such Indemnified Party; or (3) the named parties to any such proceeding
      (including any impleaded parties) include both such Indemnified Party and the
      Indemnifying Party or any of its affiliates or controlling persons, and such
      Indemnified Party shall have been advised by counsel that there may be one
      or
      more defenses available to such Indemnified Party that are in addition to,
      or in
      conflict with, those defenses available to the Indemnifying Party or such
      affiliate or controlling person (in which case, if such Indemnified Party
      notifies the Indemnifying Parties in writing that it elects to employ separate
      counsel at the expense of the Indemnifying Parties, the Indemnifying Parties
      shall not have the right to assume the defense and the reasonable fees and
      expenses of such counsel shall be at the expense of the Indemnifying Party;
      it
      being understood, however, that the Indemnifying Party shall not, in connection
      with any one such proceeding or separate but substantially similar or related
      proceedings, arising out of the same general allegations or circumstances,
      be
      liable for the fees and expenses of more than one separate firm of attorneys
      (in
      addition to one appropriate local counsel in each required jurisdiction) at
      any
      time for such Indemnified Party).

     

    No
      Indemnifying Party shall be liable for any settlement of any such proceeding
      effected without its written consent (which consent shall not be unreasonably
      withheld, delayed, or conditioned), but if settled with its written consent,
      or
      if there be a final judgment for the plaintiff in any such proceeding, each
      Indemnifying Party jointly and severally agrees, subject to the exceptions
      and
      limitations set forth above, to indemnify and hold harmless each Indemnified
      Party from and against any and all Losses by reason of such settlement or
      judgment. Without the prior written consent of the applicable Indemnified Party
      (which consent shall not be unreasonably withheld, delayed, or conditioned),
      the
      Indemnifying Party shall not consent to the entry of any judgment or enter
      into
      any settlement that does not include as an unconditional term thereof the giving
      by the claimant or plaintiff to each Indemnified Party of a release, in form
      and
      substance reasonably satisfactory to the Indemnified Party, from all liability
      in respect of such proceeding for which such Indemnified Party would be entitled
      to indemnification hereunder (whether or not any Indemnified Party is a party
      thereto), which release does not include a statement as to or an admission
      of fault, culpability or a failure to act by or on behalf of the Indemnified
      Party. 

    


    (d) Contribution.
      If the
      indemnification provided for in this Section 6 is unavailable to an Indemnified
      Party or is insufficient to hold such Indemnified Party harmless for any Losses
      in respect of which this Section 6 would otherwise apply by its terms (other
      than by reason of exceptions provided in this Section 6), then each applicable
      Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall have
      a
      joint and several obligation to contribute to the amount paid or payable by
      such
      Indemnified Party as a result of such Losses, in such 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        
proportion
        as is appropriate to reflect the relative fault of the Indemnifying Party,
        on
        the one hand, and such Indemnified Party, on the other hand, in connection
        with
        the actions, statements or omissions that resulted in such Losses as well
        as any
        other relevant equitable considerations. The relative fault of such Indemnifying
        Party, on the one hand, and Indemnified Party, on the other hand, shall be
        determined by reference to, among other things, whether any untrue or alleged
        untrue statement of a material fact or omission or alleged omission to state
        a
        material fact relates to information supplied by such Indemnifying Party
        or
        Indemnified Party, and the parties’ relative intent, knowledge, access to
        information and opportunity to correct or prevent any such statement or
        omission. The amount paid or payable by an Indemnified Party as a result
        of any
        Losses shall be deemed to include any legal or other fees or expenses incurred
        by such party in connection with any proceeding, to the extent such party
        would
        have been indemnified for such fees or expenses if the indemnification provided
        for in Section 6(a) or 6(b) was available to such party.

    

     

    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 6(d) were determined by pro rata allocation or by
      another method of allocation that does not take account of the equitable
      considerations referred to in the immediately preceding paragraph.
      Notwithstanding the provisions of this Section 6(d), in the case of any
      liability arising in connection with any offering contemplated by a Shelf
      Registration Statement, a selling Holder shall not be required to contribute,
      in
      the aggregate, any amount in excess of such Holder’s Maximum Contribution
      Amount. A selling Holder’s “Maximum
      Contribution Amount”
shall
      equal the excess of (i) the aggregate gross proceeds received by such Holder
      pursuant to the sale of such Registrable Notes over (ii) the aggregate amount
      of
      damages that such Holder has otherwise been required to pay by reason of such
      untrue or alleged untrue statement or omission or alleged omission. No person
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of
      the Securities Act) shall be entitled to contribution from any Person who was
      not guilty of such fraudulent misrepresentation.

     

    The
      indemnity and contribution agreements contained in this Section 6 are in
      addition to any liability that the Indemnifying Parties may have to the
      Indemnified Parties.

     

    
      	
              7.

            	
              Rule
                144A

            


    

     

    For
      so
      long as any Registrable Notes remain outstanding, the Company will make
      available at its expense, upon request to any Holder and any prospective
      purchasers thereof, the information specified in Rule 144A(d)(4) under the
      Securities Act, unless the Company is then subject to Section 13 or 15(d) of
      the
      Exchange Act.

     

    
      	
              8.

            	
              [Intentionally
                Omitted]

            


    

     

    
      	
              9.

            	
              Miscellaneous

            


    

     

    (a) No
      Inconsistent Agreements.
      The
      Company has not entered, as of the date hereof, and the Company shall not enter,
      after the date of this Agreement, into any agreement with respect to any of
      its
      securities that conflicts with the rights granted to the Holders of Notes in
      this Agreement. The Company has not entered and will not enter into any
      agreement with respect to any of its securities that will grant to any Person
      piggy-back rights with respect to a Registration Statement
      hereunder.

     

    (b) Specific
      Performance.
      The
      parties hereto acknowledge that there would be no adequate remedy at law if
      any
      party fails to perform any of its obligations hereunder and that each party
      may
      be irreparably harmed by any such failure, and accordingly agree that each
      party, in addition to any other remedy to which it may be entitled at law or
      in
      equity, shall be entitled to compel specific performance of the 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        
obligations
        of any other party under this Agreement in accordance with the terms and
        conditions of this Agreement, in any court of the United States or any State
        thereof having jurisdiction.

    

     

    (c) Amendments
      and Waivers.
      The
      provisions of this Agreement may not be amended, modified or supplemented,
      and
      waivers or consents to departures from the provisions hereof may not be given,
      otherwise than with the prior written consent of the Company and, in
      circumstances that would adversely affect any Holders of Registrable Notes,
      the
      Required Holders; provided,
      however,
      that
      Section 6 and this Section 9(c) may not be amended, modified or supplemented
      without the prior written consent of the Company and each Holder; provided,
      further,
      that no
      such amendment or waiver may treat (on the face of such amendment or waiver
      and
      without regard to the status or individual character of such Holder or other
      facts and circumstances affecting Holder) any Holder in a disproportionate
      adverse manner as compared to the treatment of any other Holder, without the
      prior written consent of such Holder; provided,
      however,
      that
      this clause (c) shall not apply to any amendment or waiver of any provision
      in
      this Agreement on the date hereof that is not generally applicable to the
      Purchasers or is only for the benefit or to the detriment of a particular subset
      of the Purchasers. 

     

    (d) Notwithstanding
      the foregoing, a waiver or consent to depart from the provisions hereof with
      respect to a matter that relates exclusively to the rights of Holders of
      Registrable Notes whose securities are being tendered pursuant to the Exchange
      Offer or sold pursuant to a Registration Statement and that does not directly
      or
      indirectly affect, impair, limit or compromise the rights of other Holders
      of
      Registrable Notes may be given by the Company and Holders of at least a majority
      in aggregate principal amount of the Registrable Notes being so tendered or
      being sold by such Holders pursuant to such Registration Statement.


     

    (e) Notices.
      All
      notices and other communications provided for or permitted hereunder shall
      be
      made in writing by hand delivery, registered first-class mail, next-day air
      courier or telecopier:

     

    
      	 	
              (i)

            	
              if
                to a Holder of Notes or to any Participating Broker-Dealer, at the
                most
                current address of such Holder or Participating Broker-Dealer, as
                the case
                may be, set forth on the records of the registrar of the
                Notes.

            


    

    


     

    
      	 	
              (ii)

            	
              if
                to the Purchasers, as follows: Goldman Sachs & Co., GS Mezzanine
                Partners 2006 Onshore US, Ltd., GS Mezzanine Partners 2006 Offshore
                US,
                Ltd., GS Mezzanine Partners Institutional US, Ltd., 85 Broad Street,
                New
                York, NY 10004, fax: 212-902-3000, Attention: Eric Goldstein with
                a copy
                to: Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza,
                New York, NY 10004, fax: 212-859-4000, Attention: F. William Reindel,
                Esq.

            


    

    


    
      	 	
              (iii)

            	
              if
                to the Company, as follows: Berry Plastics Holding Corporation (f/k/a
                BPC
                Holding Corporation), 101 Oakley Street, Evansville, Indiana 47710,
                fax:
                812-429-9534, Attention:
                General
                Counsel with
                a copy to: O’Melveny
                & Myers LLP, Times Square Tower, 7 Times Square,
                New York, NY 10036, fax: 212-326-2061, Attention: Gregory Ezring,
                Esq.

            


    

    


    All
      such
      notices and communications shall be deemed to have been duly given: when
      delivered by hand, if personally delivered; three business days after being
      deposited in the United States mail, postage prepaid, if mailed; one business
      day after being timely delivered to a next-day air courier guaranteeing
      overnight delivery; and when receipt is acknowledged by the addressee, if
      telecopied. Copies of all such notices, demands or other communications shall
      be
      concurrently delivered by the Person giving the same to the Trustee under the
      Indenture at the address specified in the Indenture.

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    (f) Parties
      in Interest.
      All of
      the terms and provisions of this Agreement shall be binding upon, shall inure
      to
      the benefit of and shall be enforceable by the respective successors and assigns
      of the parties hereto. In the event that any transferee of any Holder of
      Registrable Notes shall acquire Registrable Notes in any manner permitted under
      the Purchase Agreement or the Indenture, as applicable, whether by gift,
      bequest, purchase, operation of law or otherwise, such transferee shall, without
      any further writing or action of any kind, be deemed a party hereto for all
      purposes and such Registrable Notes shall be held subject to all of the terms
      of
      this Agreement, and by taking and holding such Registrable Notes such transferee
      shall be entitled to receive the benefits of and be conclusively deemed to
      have
      agreed to be bound by and to perform all of the terms and provisions of this
      Agreement.

     

    (g) Survival.
      The
      respective indemnities, agreements, representations, warranties and each other
      provision set forth in this Agreement or made pursuant hereto shall remain
      in
      full force and effect regardless of any investigation (or statement as to the
      results thereof) made by or on behalf of any Holder of Registrable Notes, any
      director, officer or partner of such Holder, or any director, officer or partner
      thereof, or any controlling person of any of the foregoing, and shall survive
      delivery of and payment for the Registrable Notes pursuant to the Purchase
      Agreement and the transfer and registration of Registrable Notes by such Holder
      and the consummation of an Exchange Offer.

     

    (h) Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      assigns of each of the parties hereto, including, without limitation and without
      the need for an express assignment, subsequent Holders of Notes.

     

    (i) Counterparts.
      This
      Agreement may be executed in any number of counterparts and by the parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which taken together shall constitute one and
      the
      same agreement.

     

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

     

    (k) Governing
      Law.
      THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION
      OF
      ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF
      NEW
      YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF
      NEW
      YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
      TO
      THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITS AND IN RESPECT OF ITS PROPERTY,
      GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. EACH PARTY
      IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
      APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
      HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
      IN
      ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
      IN
      ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY IRREVOCABLY
      CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW,
      TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION
      OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
      POSTAGE PREPAID, TO SUCH PARTY AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME
      EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT
      OF
      ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
      LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY OTHER PARTY IN ANY OTHER
      JURISDICTION.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    (l) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use commercially reasonable efforts
      to find and employ an alternative means to achieve the same or substantially
      the
      same result as that contemplated by such term, provision, covenant or
      restriction. It is hereby stipulated and declared to be the intention of the
      parties that they would have executed the remaining terms, provisions, covenants
      and restrictions without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.

     

    (m) Notes
      Held by the Company or Its Affiliates.
      Whenever the consent or approval of Holders of a specified percentage of Notes
      is required hereunder, Notes held by the Company or its controlled affiliates
      (as such term is defined in Rule 405 under the Securities Act) shall not be
      counted in determining whether such consent or approval was given by the Holders
      of such required percentage.

     

    (n) Third
      Party Beneficiaries.
      Holders
      and Participating Broker-Dealers are intended third party beneficiaries of
      this
      Agreement and this Agreement may be enforced by such Persons.

     

    (o) Entire
      Agreement.
      This
      Agreement, together with the Purchase Agreement and the Indenture, is intended
      by the parties as a final and exclusive statement of the agreement and
      understanding of the parties hereto in respect of the subject matter contained
      herein and therein and any and all prior oral or written agreements,
      representations, or warranties, contracts, understanding, correspondence,
      conversations and memoranda between the Purchasers on the one hand and the
      Company on the other, or between or among any agents, representatives, parents,
      subsidiaries, affiliates, predecessors in interest or successors in interest
      with respect to the subject matter hereof and thereof are merged herein and
      replaced hereby.

     

    [Remainder
      of page intentionally left blank.]

     


    
      
        
          


          


        

        
        

      

      
        20

        
          

        

      

      
        
        

        
          


        

      

    



    IN
      WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
      Agreement to be duly executed and delivered as of the date first above
      written.

    
      	 	
              BPC
                ACQUISITION CORP.

               

               

              By: _________________________

              Name: 

              Title: 

            


    

    


    



    
      
        
          [Exchange
            and Registration Rights Agreement]

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    IN
      WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
      Agreement to be duly executed and delivered as of the date first above
      written.

    


    
      	 	
              GOLDMAN,
                SACHS & CO.

               

               

              By: _________________________

              Name: 

              Title: 

            


    

    


    



    
      
        
          [Exchange
            and Registration Rights Agreement]

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    IN
      WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
      Agreement to be duly executed and delivered as of the date first above
      written.

    


    
      	 	
              GSMP
                2006 ONSHORE US, LTD.

               

               

              By: _________________________

              Name: 

              Title: 

            
	 	 
	 	
              GSMP
                2006 OFFSHORE US, LTD.

               

               

              By: _________________________

              Name: 

              Title: 

            
	 	 
	 	
              GSMP
                2006 INSTITUTIONAL US, LTD.

               

               

              By: _________________________

              Name: 

              Title: 

            


    

    
 

     

    

      [Exchange
        and Registration Rights Agreement]