Exhibit
10.23


 


 


EXCHANGE
AND REGISTRATION RIGHTS AGREEMENT


 


EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as
of November 13, 2003, by and among DFG Holdings, Inc., a Delaware
corporation (the “Company”), and GS Mezzanine Partners, L.P., a Delaware limited
partnership, GS Mezzanine Partners Offshore, L.P., a Cayman Islands limited
partnership, Stone Street Fund 1998, L.P., a Delaware limited partnership,
Bridge Street Fund 1998, L.P., a Delaware limited partnership, Ares Leveraged
Investment Fund, L.P., a Delaware limited partnership and Ares Leveraged
Investment Fund II, L.P., a Delaware limited partnership (collectively, the
“Initial Purchasers”), as the purchasers of the 13.95% Senior Subordinated Notes Due
2012 of the Company.


 


1.               Certain Definitions.


 


For purposes of this Agreement, the following terms
shall have the following respective meanings:


 


(a)                                  “Closing
Date” shall mean the
date on which the Securities are initially issued.


 


(b)                                 “Commission” shall mean
the Securities and Exchange Commission, or any other successor federal agency
at the time administering the Exchange Act or the Securities Act, whichever is
the relevant statute for the particular purpose.


 


(c)                                  “Effective Time”  in the case of an Exchange Offer, shall mean the
date on which the Commission declares the Exchange Offer registration statement
effective or on which such registration statement otherwise becomes effective
and, in the case of a Shelf Registration, shall mean the date on which the
Commission declares the Shelf Registration effective or on which the Shelf
Registration otherwise becomes effective.


 


(d)                                 “Exchange Act”  shall mean the Securities Exchange Act of 1934, as
amended.


 


(e)                                  “Exchange
Offer” shall have the meaning assigned thereto in Section 2.


 


(f)                                    “Exchange Securities” shall have the meaning
assigned thereto in Section 2. Exchange Securities have terms that are
identical to Registrable Securities; provided, however, that in accordance with the
provisions of Section 9.17 of the Purchase Agreement a different series of Exchange
Securities may be issued, which series may differ as to relative ranking,
interest rate or yield, so long as the aggregate cost of the issuance to the
Company is not increased.


 


(g)                                 The term “holder”  shall mean the Initial Purchasers for so long
as they own any Registrable Securities and any other person who is a holder or
beneficial owner of any Registrable Securities, for so long as such person owns
any Registrable Securities.


 


(h)                                 “Indenture”  shall
have the meaning set forth in Section 2(a).


 


(i)                                     “NASD” shall  have the meaning set forth in Section 3(c)(xvii).


 

















 


(j)                                     The term “person”  shall mean a corporation, limited liability
company, association, partnership, organization, business, individual, trust,
government or political subdivision thereof or governmental agency.


 


(k)                                  “Purchase Agreement” shall mean the Purchase
Agreement, dated as of the date hereof, between the Company and the Initial
Purchasers with respect to the purchase by the Initial Purchasers of the
Securities.


 


(l)                                     “Registrable Securities” shall mean the Securities;
provided, however, that
such Securities shall cease to be Registrable Securities when (i) in the
circumstances contemplated by Section 2(a), such Securities have been exchanged
for Exchange Securities in an Exchange Offer as contemplated in Section 2(a) by
a person other than a broker-dealer, (ii) in the case of a broker-dealer,
following the exchange of such Securities for Exchange Securities by such
broker-dealer, the date on which such Exchange Securities have been sold to a
purchaser who receives from such broker-dealer on or prior to the date of such
sale a copy of the prospectus for use in connection with resales by
broker-dealers referred to in Section 2(a); (iii) in the circumstances
contemplated by Section 2(b), a registration statement registering such
Securities under the Securities Act has been declared or becomes effective and
such Securities have been sold or otherwise transferred by the holder thereof
pursuant to such effective registration statement; (iv) such Securities are
sold pursuant to Rule 144 under circumstances in which any legend borne by such
Securities relating to restrictions on transferability thereof, under the
Securities Act or otherwise, is removed by the Company or such Securities are
eligible to be sold pursuant to paragraph (k) of Rule 144; or (iv) such
Securities shall cease to be outstanding.


 


(m)                               “Registration Default”  shall have the meaning set forth in Section 2(c).


 


(n)                                 “Registration Expenses” shall have the meaning
assigned thereto in Section 4 hereof.


 


(o)                                 “Request Date”  shall have the meaning set forth in Section 2(a).


 


(p)                                 “Restricted Holder”  shall mean (i) a holder that is an affiliate of the
Company within the meaning of Rule 405 under the Securities Act, (ii) a holder
who acquires Exchange Securities outside the ordinary course of such holder’s
business or (iii) a holder who has arrangements or understandings with any
person to participate in the Exchange Offer for the purpose of distributing
Exchange Securities.


 


(q)                                 “Rule 144”, “Rule 405”  and “Rule 415”  shall mean, in each case, such rule promulgated
under the Securities Act.


 


(r)                                    “Rules of Conduct”  shall have the meaning set
forth in Section 3(c)(xvii).


 


(s)                                  “Securities” shall mean, collectively, the $49,351,422.48 aggregate principal amount
of 13.95%  Senior
Subordinated Notes Due 2012 of the Company to be issued and sold to the Initial
Purchasers and securities issued in exchange therefor.


 


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(t)                                    “Securities Act” shall
mean the Securities Act of 1933, as amended.


 


(u)                                 “Shelf Registration” shall have the meaning assigned thereto in Section 2(b).


 


(v)                                 “Special Interest” shall have the meaning set forth in Section 2(c).


 


(w)                               “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended.


 


Unless the context otherwise requires, any reference
herein to a “Section” or “clause” refers to a Section or clause, as the case
may be, of this Agreement, and the words “herein,” “hereof” and “hereunder” and
other words of similar import refer to this Agreement as a whole and not to any
particular Section or other subdivision. 
Unless the context otherwise requires, any reference to a statute, rule
or regulation refers to the same (including any successor statute, rule or
regulation thereto) as it may be amended from time to time.


 


2.               Registration Under the Securities Act.


 


(a)                                  The Company shall at the
written request of any holders of Registrable Securities at the time
outstanding, which request may be made at any time after the Closing Date (the
date such request is made, the “Request Date”), file with the Commission a
registration statement relating to an offer to exchange (the “Exchange Offer”)
any and all of the Securities for a like aggregate principal amount of debt
securities of the Company which are substantially identical to the Securities
(and which are entitled to the benefits of a trust indenture which has been
qualified under the Trust Indenture Act (the “Indenture”)) except that they
have been registered pursuant to an effective registration statement under the
Securities Act and will not contain provisions for the special interest
contemplated by Section 2(c) hereof or provisions restricting transfer; provided, however, that
at the request of holders of all of the Securities, such debt securities may
differ as to relative ranking, interest rate or yield, so long as the aggregate
cost of the issuance to the Company is not increased (such new debt securities
hereinafter called “Exchange Securities”). 
Each holder of Registrable Securities shall have the option of
participating in such Exchange Offer. 
The Company agrees to use its best efforts to cause such registration
statement to be filed not later than 45 days after such request and to become
effective under the Securities Act as soon as practicable, but no later than
120 days after the Request Date. The Exchange Offer will be registered under
the Securities Act on the appropriate form and will comply with all applicable
tender offer rules and regulations under the Exchange Act. The Company further
agrees to use its best efforts to commence and complete the Exchange Offer
promptly after such registration statement has become effective, hold the
Exchange Offer open for at least 30 business days and exchange the Exchange Securities
for all Registrable Securities that have been tendered and not withdrawn on or
prior to the expiration of the Exchange Offer. 
The Exchange Offer will
be deemed to have been completed only if the Exchange Securities
received by holders other than Restricted Holders in the Exchange Offer for
Registrable Securities are, upon receipt, transferable by each such holder
without restriction under the Securities Act and without material restrictions
under the blue sky or securities laws of a substantial majority of the States
of the United States of America, it being understood that broker-dealers
receiving Exchange Securities will be subject to certain prospectus delivery


 


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requirements with respect to resale of the
Exchange Securities.  The Exchange Offer
shall be deemed to have been completed upon the earlier to occur of (i) the
Company having exchanged the Exchange Securities for all outstanding
Registrable Securities pursuant to the Exchange Offer and (ii) the Company
having exchanged, pursuant to the Exchange Offer, Exchange Securities for all
Registrable Securities that have been properly tendered and not withdrawn
before the expiration of the Exchange Offer, which shall be on a date that is
at least 30 business days following the commencement of the Exchange
Offer.  The Company agrees (i) to
include in the registration statement a prospectus for use in any resales by
any holder of Securities that is a broker-dealer and (ii) to keep such
registration statement effective for a period ending on the earlier of the
180th day after the Exchange Offer has been completed or such time as such
broker-dealers no longer own any Registrable Securities.  With respect to such registration statement
such holders shall have the benefit of the rights of indemnification and
contribution set forth in Section 6 hereof.


 


(b)                                 In addition to conducting
the Exchange Offer contemplated by Section 2(a) above, upon the request in
writing of any holders of Registrable Securities at the time outstanding, which
request may be made at any time after the Closing Date, the Company shall file
under the Securities Act as soon as practicable a “shelf” registration
statement (to the extent the Company then qualifies for such filing) providing
for the registration of, and the sale on a continuous or delayed basis by the
holders of, all of the Registrable Securities, pursuant to Rule 415 under the
Securities Act and/or any similar rule that may be adopted by the Commission
(the “Shelf Registration”).  The Company
agrees to use its best efforts to file the registration statement relating to
the Shelf Registration not later than 45 days after such request, and to cause
the Shelf Registration to become or be declared effective no later than 120
days after such request, and to keep such Shelf Registration continuously
effective until the later of (i) two (2) years from the effective date thereof
or (ii) such time as there are no longer any Registrable Securities
outstanding, subject to the Securities Act and the rules and regulations
thereunder.  The Company further agrees
to supplement or make amendments to the Shelf Registration, as and when
required by the rules, regulations or instructions applicable to the registration
form used by the Company for such Shelf Registration or by the Securities Act
or rules and regulations thereunder for shelf registration, and the Company
agrees to furnish to the holders of the Registrable Securities copies of any
such supplement or amendment prior to its being used and/or filed with the
Commission.


 


(c)                                  In the event that (i) the
Company has not filed (a) the registration statement relating to the Exchange
Offer on or before the date such statement is required to be filed pursuant to
Section 2(a) or (b) the Shelf Registration on or before the date such statement
is required to be filed pursuant to Section 2(b) or (ii) either such
registration statement has not become effective or been declared effective by
the Commission on or before the date such statement is required to be declared
to be effective pursuant to Section 2(a) and Section 2(b), respectively, or
(iii) the Exchange Offer has not been completed within 45 business days (or
such necessary longer period, if any, pending any necessary approval or
non-objection by or, any filing with, any governmental or regulatory authority
being sought in good faith by appropriate proceedings promptly initiated and
diligently conducted) after the initial effective date of the registration
statement (if the Exchange


 


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Offer is then required to be made) or (iv)
any registration statement required by Section 2(a) or 2(b) is filed and
declared effective but shall thereafter ceases to be effective or usable for
transfers of Registrable Securities during the periods referred to in Sections
2(a) and 2(b) without being succeeded immediately by an additional registration
statement filed and declared effective (each such event referred to in clauses
(i) through (iv), a “Registration Default”), then the Company shall pay in cash
a special incremental increase of the interest rate on the Securities (“Special
Interest”) to each holder thereof in an amount of 0.50% (or 50 basis points)
per annum for the first 120 days following the occurrence of the first
Registration Default Period and in an amount of 1.0% (or 100 basis points) per
annum thereafter and for so long as any Registration Default is in effect
(after which such Special Interest shall cease to be payable).  Notwithstanding anything to the contrary
contained herein, for the purpose of this Section 2, any Special Interest
payable during the first five years after the Closing Date shall not be
included in any determination of the aggregate accreted value of the
Securities.  In the event that any
Special Interest becomes payable, the Company shall promptly notify the trustee
designated by the Indenture of such event, including any subsequent increase in
the amount of Special Interest, and the beginning and ending dates therefor.


 


3.               Registration Procedures.


 


If the Company files a registration statement pursuant
to Section 2(a) or Section 2(b), the following provisions shall apply:


 


(a)                                  At or before the Effective
Time of the Exchange Offer or the Shelf Registration, as the case may be, the
Company shall qualify the Indenture under the Trust Indenture Act.


 


(b)                                 In the event that such
qualification would require the appointment of a new trustee under the
Indenture, the Company shall appoint a new trustee thereunder pursuant to the
applicable provi­sions of the Indenture.


 


(c)                                  In connection with the
Company’s obligations with respect to the Shelf Registration, if applicable,
and, in the case of Section 3(c)(i), (ii), (vi), (vii), (ix), (x), (xi), (xiii)
and (xviii), the Exchange Offer the Company shall use its best efforts to
effect or cause the Shelf Registration to permit the sale of the Registrable
Securities by the holders thereof in accordance with the intended method or
methods of distribution thereof described in the Shelf Registration. In connection
therewith, the Company shall:


 


(i)                                     as soon as reasonably
possible, prepare and file with the Commission a registration statement with
respect to the Exchange Offer or the Shelf Registration, as the case may be, on
any form which may be utilized by the Company and which shall permit the
disposition of the Exchange Securities or the Registrable Securities, as the
case may be, in accordance with the intended method or methods thereof, as
specified in writing by the holders of the Registrable Securities, and use its
best efforts to cause such registration statement to become effective as soon
as reasonably possible thereafter in accordance with Section 2(a) or Section
2(b), as the case may be;


 


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(ii)                                  as soon as reasonably
possible, prepare and file with the Commission such amendments and supplements
to such registration statement and the prospectus included therein as may be
necessary to effect and maintain the effectiveness of such registration statement
for the period specified in Section 2(a) or Section 2(b), as the case may be,
and as may be required by the applicable rules and regulations of the
Commission and the instructions applicable to the form of such registration
statement, and furnish to the holders of the Exchange Securities or the
Registrable Securities, as the case may be, copies of any such supplement or
amendment prior to its being used and/or filed with the Commission;


 


(iii)                               as soon as reasonably
possible, comply with the provisions of the Securities Act with respect to the
disposition of all of the Registrable Securities covered by such registration
statement in accordance with the intended methods of disposition by the holders
thereof set forth in such registration statement;


 


(iv)                              provide (A) the holders of
the Registrable Securities to be included in such registration statement, (B)
the underwriters (which term, for purposes of this Agreement, shall include a
person deemed to be an underwriter within the meaning of Section 2(11) of the
Securities Act) if any, thereof, (C) the sales or placement agent therefor, if
any, (D) counsel for such underwriters or agent, and (E) not more than one
counsel for all the holders of such
Registrable Securities the opportunity to participate in the preparation of
such registration statement, each prospectus included therein or filed with the
Commission, and each amendment or supplement thereto;


 


(v)                                 for a reasonable period
prior to the filing of such registration statement, and throughout the period
specified in Section 2(b), make available at reasonable times at the Company’s
principal place of business or such other reasonable place for inspection by
the parties referred to in Section 3(c)(iv) who shall certify to the Company
that they have a current intention to sell the Registrable Securities pursuant
to the Shelf Registration such financial and other information and books and
records of the Company, and cause the officers, employees, counsel and
independent certified public accountants of the Company to respond to such
inquiries, as shall be reasonably necessary, in the reasonable judgment of the
respective counsel referred to in such Section, to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to
maintain in confidence and not to disclose to any other person any information
or records reasonably designated by the Company in writing as being
confidential, until such time as (A) such information becomes a matter of
public record, other than by an impermissible disclosure by such party (whether
by virtue of its inclusion in such registration statement or otherwise), or (B)
such person shall be required, or shall deem it advisable, so to disclose such
information pursuant to the subpoena or order of any court or other
governmental agency or body having jurisdiction over the matter (subject to the
requirements of such order, and only after such person shall have given the
Company prompt prior written notice thereof), or (C) such information is
required to be set forth in such registration statement or the


 


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prospectus included therein or in an
amendment to such registration statement or an amendment or supplement to such
prospectus in order that such registration statement, prospectus, amendment or
supplement, as the case may be, does not contain an untrue statement of a
material fact or omit to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances then existing;


 


(vi)                              promptly notify the selling
holders of Exchange Securities or Registrable Securities, as the case may be,,
the sales or placement agent, if any, therefor and the managing underwriter or
underwriters, if any, thereof and confirm such advice in writing, (A) when such
registration statement or the prospectus included therein or any prospectus
amendment or supplement or post-effective amendment has been filed, and, with
respect to such registration statement or any post-effective amendment, when
the same has become effective, (B) of any comments by the Commission, the Blue
Sky or securities commissioner or regulator of any state with respect thereto
or any request by the Commission for amendments or supplements to such
registration statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order
suspending the effectiveness of such registration statement or the initiation
or threatening of any proceedings for that purpose, (D) if at any time the
representations and warranties of the Company contemplated by Section 3(c)(xv)
or Section 5 cease to be true and correct in all material respects, (E) of the
receipt by the Company of any notification with respect to the suspension of
the qualification of the Exchange Securities or the Registrable
Securities, as the case may be, for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose, or (F) at any time when a prospectus is required to be delivered under
the Securities Act that such registration statement, prospectus, prospectus
amendment or supplement or post-effective amendment, or any document
incorporated by reference in any of the foregoing, contains an untrue statement
of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances then existing;


 


(vii)                           use its best efforts to
obtain the withdrawal of any order suspending the effectiveness of such
registration statement or any post-effective amendment thereto at the earliest
practicable date;


 


(viii)                        if requested by any managing
underwriter or underwriters, any placement or sales agent or any holder of Registrable Securities, promptly
incorporate in a prospectus supplement or post-effective amendment such
information as is required by the applicable rules and regulations of the
Commission and as such managing underwriter or underwriters, such agent or such
holder specifies should be included therein relating to the terms of the sale
of such Registrable Securities, including, without limitation, information with
respect to the principal amount of Registrable Securities being sold by such
holder or agent or to any underwriters, the name and description of such
holder, agent or underwriter, the offering price of such Registrable Securities
and any discount, commission or other


 


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compensation payable in respect thereof, the
purchase price being paid therefor by such underwriters and with respect to any
other terms of the offering of the
Registrable Securities to be sold by such holder or agent or to such
underwriters; and make all required filings of such prospectus supplement or
post-effective amendment promptly after notification of the matters to be
incorporated in such prospectus supplement or post-effective amendment;


 


(ix)                                furnish to each holder of
Exchange Securities or Registrable Securities, as the case may be,, each
placement or sales agent, if any, therefor, each underwriter, if any, thereof
and the respective counsel referred to in Section 3(c)(iv) an executed copy of
such registration statement, each such amendment and supplement thereto (in
each case including all exhibits thereto and documents incorporated by
reference therein) and such number of copies of such registration statement
(excluding exhibits thereto and documents incorporated by reference therein
unless specifically and reasonably so requested by such holder, agent or
underwriter, as the case may be) and of the prospectus included in such
registration statement (including each preliminary prospectus and any summary
prospectus), in conformity with the requirements of the Securities Act, and
such other documents, as such holder, agent, if any, and underwriter, if any,
may reasonably request in order to facilitate the offering and disposition of
the Exchange Securities or the Registrable Securities, as the case may be,
owned by such holder, offered or sold by such agent or underwritten by such
underwriter and to permit such holder, agent and underwriter to satisfy the
prospectus delivery requirements of the Securities Act; and the Company hereby
consents to the use of such prospectus (including such preliminary and summary
prospectus) and any amendment or supplement thereto by each such holder and by
any such agent and underwriter, if any, in
each case in the form most recently provided to such party by the Company, in
connection with the offering and sale of the Exchange Securities or the
Registrable Securities, as the case may be, covered
by the prospectus (including such preliminary and summary prospectus) or any
supplement or amendment thereto;


 


(x)                                   use its best efforts to (A)
register or qualify the Exchange Securities or the Registrable Securities, as
the case may be, to be included in such registration statement under such
securities laws or blue sky laws of such jurisdictions as any holder of such
Exchange Securities or Registrable Securities, as the case may be, and each
placement or sales agent, if any, therefore and underwriter, if any, thereof
shall reasonably request, (B) keep such registrations or qualifications in
effect and comply with such laws so as to permit the continuance of offers,
sales and dealings therein in such jurisdictions during the period the Shelf
Registration is required to remain effective under Section 2(a) or Section
2(b), as the case may be, and for so long as may be necessary to enable any
such holder, agent or underwriter, if any, to complete its distribution of
Securities pursuant to such registration statement and (C) take any and all
other actions as may be reasonably necessary or advisable to enable each such
holder, agent, if any, and underwriter, if any, to consummate the disposition
in such jurisdictions of such Exchange Securities or Registrable Securities, as
the case may be,; provided, however, that


 


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the Company shall not be required for any
such purpose to (1) qualify as a foreign corporation in any jurisdiction
wherein it would not otherwise be required to qualify but for the requirements
of this Section 3(c)(x), (2) consent to general service of process or taxation
in any such jurisdiction or (3) make any changes to its articles of
incorporation or by-laws or any agreement between it and its stockholders;


 


(xi)                                use its best efforts to
obtain the consent or approval of each governmental agency or authority,
whether federal, state, provincial or local, which may be required to effect
the Exchange Offer or the Shelf Registration, as the case may be, or the
offering or sale in connection therewith or to enable the selling holder or
holders to offer, or to consummate the disposition of, their Exchange
Securities or Registrable Securities, as the case may be; provided, however, that
the Company shall not be required for any such purpose to (1) qualify as a
foreign corporation in any jurisdiction wherein it would not otherwise be required
to qualify but for the requirements of this Section 3(c)(xi), (2) consent to
general service of process or taxation in any such jurisdiction or (3) make any
changes to its articles of incorporation or by-laws or any agreement between it
and its stockholders;


 


(xii)                             cooperate with the holders
of the Registrable Securities and the managing underwriters, if any, to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold, which certificates shall not bear any
restrictive legends;


 


(xiii)                          provide a CUSIP number for
all Exchange Securities or Registrable Securities, as the case may be, not
later than the effective date of the Exchange Offer or the Shelf Registration,
as the case may be;


 


(xiv)                         enter into one or more
reasonable forms of underwriting agreements, engagement letters, agency
agreements, “best efforts” underwriting agreements or similar agreements, as
appropriate, including (without limitation) customary provisions relating to
indemnification and contribution, and take such other actions in connection
therewith as any holders of Registrable Securities aggregating at least 51 % in
aggregate principal amount of the Registrable Securities to be included in such
Shelf Registration shall reasonably request in order to expedite or facilitate
the disposition of such Registrable Securities; provided, however, that
the Company shall not be required to enter into any such agreement more than
twice with respect to all of the Registrable Securities and may delay entering
into such agreement until the consummation of any underwritten public offering
which the Company shall have then engaged;


 


(xv)                            whether or not an agreement
of the type referred to in Section (3)(c)(xiv) hereof is entered into and
whether or not any portion of the offering contemplated by such registration
statement is an underwritten offering or is made through a placement or sales
agent or any other entity, (A) make such representations and warranties to the
holders of such Registrable Securities and the placement or sales


 


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agent, if any, therefor and the underwriters,
if any, thereof in form, substance and scope as are customarily reasonably made
in connection with an offering of debt securities pursuant to any appropriate
agreement and/or to a registration statement filed on the form applicable to
the Shelf Registration; (B) obtain an opinion or opinions of counsel to the
Company in customary form and covering such other matters of the type customarily
covered by such an opinion, as the managing underwriters, if any, and as any
holders of at least 51% in aggregate principal amount of the Registrable
Securities to be included in such Shelf Registration may reasonably request,
addressed to such holder or holders and the placement or sales agent, if any,
therefor and the underwriters, if any, thereof and dated the effective date of
such registration statement (and if such registration statement contemplates an
underwritten offering of a part or all of the Registrable Securities, dated the
date of the closing under the underwriting agreement relating thereto) (it
being agreed that such opinion shall be in substantially the same form as is
required pursuant to Section 3.04 of the Purchase Agreement, with such
differences as is appropriate to reflect a registered transaction and the
particular form on which such Shelf Registration is filed); (C) obtain a “cold
comfort” letter or letters from the independent certified public accountants of
the Company addressed to the selling holders of Registrable Securities and the
placement or sales agent, if any, therefor and the underwriters, if any,
thereof, dated (i) the effective date of such registration statement and (ii)
the effective date of any prospectus supplement to the prospectus included in
such registration statement or post-effective amendment to such registration
statement which includes unaudited or audited financial statements as of a date
or for a period subsequent to that of the latest such statements included in
such prospectus (and, if such registration statement contemplates an
underwritten offering pursuant to any prospectus supplement to the prospectus
included in such registration statement or post-effective amendment to such
registration statement which includes unaudited or audited financial statements
as of a date or for a period subsequent to that of the latest such statements
included in such prospectus, dated the date of the closing under the
underwriting agreement relating thereto), such letter or letters to be in
customary form and covering such matters of the type customarily covered by
letters of such type; (D) deliver such documents and certificates, including
officers’ certificates, as may be reasonably requested by any holders of at
least 51% in aggregate principal amount of the Registrable Securities to be
included in such Shelf Registration and the placement or sales agent, if any,
therefor and the managing underwriters, if any, thereof to evidence the
accuracy of the representations and warranties made pursuant to clause (A)
above or those contained in Section 5(a) hereof and the compliance with or
satisfaction of any agreements or conditions contained in the underwriting
agreement or other agreement entered into by the Company; and (E) undertake
such obligations relating to expense reimbursement, indemnification and
contribution as are provided in Section 6 hereof;


 


(xvi)                         notify in writing each
holder of Registrable Securities of any proposal by the Company to amend or
waive any provision of this Agreement pursuant to Section 9(h) hereof and of
any amendment or waiver effected pursuant
thereto,


 


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each of which notices
shall contain the text of the amendment or waiver proposed or effected, as the
case may be;


 


(xvii)                      in the event that any
broker-dealer registered under the Exchange Act shall underwrite any
Registrable Securities or participate as a member of an underwriting syndicate
or selling group or “assist in the distribution” (within the meaning of the
Rules of Conduct (the “Rules of Conduct”)
of the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether as a holder of such Registrable Securities or as an
underwriter, a placement or sales agent or a broker or dealer in respect
thereof, or otherwise, assist such broker-dealer in complying with the
requirements of such Rules of Conduct, including, without limitation, by (A) if
such Rules of Conduct shall so require, engaging a “qualified independent
underwriter” (as defined in such Rules of Conduct) to participate in the
preparation of the registration statement relating to such Registrable
Securities, to exercise usual standards of due diligence in respect thereto
and, if any portion of the offering contemplated by such registration statement
is an underwritten offering or is made through a placement or sales agent, to
recommend the yield of such Registrable Securities, (B) indemnifying any such
qualified independent underwriter to the extent of the indemnification of
underwriters provided in Section 6 hereof, and (C) providing such information
to such broker-dealer as may be required in order for such broker-dealer to
comply with the requirements of the Rules of Conduct; and


 


(xviii)                   comply with all applicable rules and
regulations of the Commission, and make generally available to its security holders not later than eighteen
months after the effective date of such registration statement, an earning
statement of the Company and its subsidiaries complying with Section 11(a) of
the Securities Act (including, at the option of the Company, Rule 158
thereunder).


 


(d)                                 In the event that the
Company would be required, pursuant to Section 3(c)(vi)(F) above, to notify the
selling holders of Registrable Securities, the placement or sales agent, if
any, therefor and the managing underwriters, if any, thereof, the Company shall
without delay prepare and furnish to each such holder, to each placement or
sales agent, if any, and to each underwriter, if any, a reasonable number of
copies of a prospectus supplemented or amended so that, as thereafter delivered
to Initial Purchasers of Registrable Securities, such prospectus shall 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 not
misleading in light of the circumstances then existing.  Each holder of Registrable Securities agrees
that upon receipt of any notice from the Company pursuant to Section
3(c)(vi)(F) hereof, such holder shall forthwith discontinue the disposition of
Registrable Securities pursuant to the registration statement applicable to
such Registrable Securities until such holder shall have received copies of
such amended or supplemented prospectus, and if so directed by the Company,
such holder shall deliver to the Company (at the Company’s expense) all copies,
other than permanent file copies, then in such holder’s possession of the
prospectus covering such Registrable Securities at the time of receipt of such
notice.


 


11

















 


(e)                                  The Company may require each
holder of Registrable Securities as to which any registration is being effected
to furnish to the Company such information regarding such holder and such holder’s
intended method of distribution of such Registrable Securities as the Company
may from time to time reasonably request in writing, but only to the extent
that such information is required in order to comply with the Securities Act.  Each such holder agrees to notify the
Company as promptly as practicable of any inaccuracy or change in information
previously furnished by such holder to the Company or of the occurrence of any
event in either case as a result of which any prospectus relating to such registration
contains or would contain an untrue statement of a material fact regarding such
holder or such holder’s intended method of distribution of such Registrable
Securities or omits to state any material fact regarding such holder or such
holder’s intended method of distribution of such Registrable Securities
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing, and promptly to furnish
to the Company any additional information required to correct and update any
previously furnished information or required so that such prospectus shall not
contain, with respect to such holder or the distribution of such Registrable
Securities, an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing.


 


(f)                                    The Company shall use its
reasonable best efforts to ensure that all of the Exchange Securities issued in
connection with the Exchange Offer and Registrable Securities, if any,
registered for resale on a Shelf Registration Statement are fungible with each
other and that all such Securities have the same CUSIP number.


 


(g)                                 The Company will promptly,
and with the cooperation of the holders of Securities, use its reasonable best
efforts to cause the Securities to be registered in book-entry form in the name
of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to
an agreement among the Company and the Depositary in the form then required by
the Depositary.


 


(h)                                 The Company will use its
reasonable best efforts to permit the Securities to be eligible for clearance
and settlement through the facilities of the Depositary.


 


4.               Registration Expenses.


 


The Company agrees to bear and to pay or cause to be
paid all expenses incident to the Company’s performance of or compliance with
this Agreement, including, without limitation, (a) all Commission and any NASD
registration and filing fees and expenses, (b) all fees and expenses in
connection with the qualification of the Securities or Exchange Securities for
offering and sale under the State securities and blue sky laws referred to in
Section 3(c)(x) hereof, including reasonable fees and disbursements of counsel
for the placement or sales agent or underwriters in connection with such
qualifications, (c) all expenses relating to the preparation, printing,
distribution and reproduction of each registration statement required to be
filed hereunder, each prospectus included therein or prepared for distribution
pursuant hereto, each amendment or supplement to the foregoing, the
certificates representing the Securities and Exchange Securities and all other
documents relating hereto, (d) messenger and delivery


 


12

















 


expenses, (e) fees and
expenses of the Trustee under the Indenture and of any escrow agent or
custodian, (f) internal expenses (including, without limitation, all salaries
and expenses of the Company’s officers and employees performing legal or
accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Company (including the expenses
of any opinions or “cold comfort” letters required by or incident to such
performance and compliance), (h) reasonable fees, disbursements and expenses of
any “qualified independent underwriter” engaged pursuant to Section 3(c)(xvii)
hereof, (i) reasonable fees, disbursements and expenses of one counsel for the
holders of Registrable Securities retained in connection with a Shelf
Registration, as selected by the holders of at least a majority in aggregate
principal amount of the Registrable Securities being registered, and fees,
expenses and disbursements of any other persons, including special experts,
retained by the Company in connection with such registration (collectively, the
“Registration Expenses”).  To the extent
that any Registration Expenses are incurred, assumed or paid by any holder of
Registrable Securities or any placement or sales agent therefor or underwriter
thereof, the Company shall reimburse such person for the full amount of the
Registration Expenses so incurred, assumed or paid promptly after receipt of a
request therefor.  Notwithstanding the
foregoing, the holders of the Registrable Securities being registered shall pay
all agency fees and commissions and underwriting discounts and commissions
attributable to the sale of such Registered Securities and the fees and
disbursements of any counsel or other advisors or experts retained by such
holders (severally or jointly), other than the counsel and experts specifically
referred to above.


 


5.               Representations and Warranties.


 


The Company represents and warrants to, and agrees
with, the Initial Purchasers and each of the holders from time to time of
Registrable Securities that:


 


(a)                                  Each registration statement
covering Registrable Securities and each prospectus (including any preliminary
or summary prospectus) contained therein or furnished pursuant to Section
3(c)(ix) hereof and any further amendments
or supplements to any such registration statement or prospectus, when it
becomes effective or is filed with the Commission, as the case may be, and, in
the case of an underwritten offering of Registrable Securities, at the time of
the closing under the underwriting agreement relating thereto, will conform in
all material respects to the requirements of the Securities Act and the Trust
Indenture Act and any such registration statement and any amendment thereto
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 not misleading and any such prospectus or any amendment or supplement
thereto 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 not misleading in light of the circumstances then existing;
and at all times subsequent to the Effective Time when a prospectus would be
required to be delivered under the Securities Act, other than from (i) such
time as a notice has been given to holders of Registrable Securities pursuant
to Section 3(c)(vi)(F) hereof until (ii) such time as the Company furnishes an
amended or supplemented prospectus pursuant to Section 3(d) hereof, each such
registration statement, and each prospectus (including any summary prospectus)
contained therein or furnished pursuant to Section 3(c)(ix) hereof, as then
amended or supplemented, will


 


13

















 


conform in all material respects to the
requirements of the Securities Act and the Trust Indenture Act and 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 not
misleading in the light of the circumstances then existing; provided, however, that
this representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with information furnished in writing
to the Company by a holder of Registrable Securities, or any sales or placement
agent, if any, or underwriter, if any, expressly for use therein.


 


(b)                                 Any documents incorporated
by reference in any prospectus referred to in Section 5(a) hereof, when they
become or became effective or are or were filed with the Commission, as the
case may be, will conform or conformed in all material respects to the
requirements of the Securities Act or the Exchange Act, as applicable, and none
of such documents will contain or contained an untrue statement of a material
fact or will omit or omitted to state a material fact required to be stated
therein or necessary to make the statements therein in light of the
circumstances then existing not misleading; provided, however, that this representation
and warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company by
a holder of Registrable Securities, or any sales or placement agent, if any, or
underwriter, if any, expressly for use therein.


 


(c)                                  The compliance by the
Company with all of the provisions of this Agreement and the consummation of
the transactions herein contemplated will not conflict with or result in a
breach of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any subsidiary of the Company is a party or
by which the Company or any subsidiary of the Company is bound or to which any
of the property or assets of the Company or any subsidiary of the Company is
subject nor will such action result in any violation of the provisions of the
articles of incorporation or by-laws of the Company or any statute or any
order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any subsidiary of the Company or any of their
properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is required for the consummation by the
Company of the transactions contemplated by this Agreement, except the registration
under the Securities Act of the Registrable Securities, qualification of the
Indenture under the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required under State
securities or blue sky laws in connection with the offering and distribution of
the Registrable Securities.


 


(d)                                 This Agreement has been duly
authorized, executed and delivered by the Company.


 


6.               Indemnification.


 


(a)                                  Indemnification by the Company.  Upon the registration of the Registrable Securities
pursuant to Section 2 hereof, and in consideration of the agreements of the


 


14

















 


Initial Purchasers contained herein, and as
an inducement to the Initial Purchasers to purchase the Securities, the Company
shall, and it hereby agrees to, indemnify and hold harmless each of the holders
of Registrable Securities to be included in such registration, and each person
who participates as a placement or sales agent or as an underwriter in any
offering or sale of such Registrable Securities against any losses, claims,
damages or liabilities, joint or several, to which such holder, agent or
underwriter may become subject under the Securities Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in any registration statement under which such
Registrable Securities were registered under the Securities Act, or any
preliminary, final or summary prospectus contained therein or furnished by the
Company to any such holder, agent or underwriter, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and the Company shall,
and hereby it agrees to, reimburse such holder, such agent and such underwriter
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided,
however, that the Company shall not be liable to any such person in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such registration statement, or
preliminary, final or summary prospectus, or amendment or supplement thereto
(i) in reliance upon and in conformity with written information furnished to
the Company by holders of Registrable Securities, or any sales or placement
agent, if any, or underwriters, if any, expressly for use therein or (ii) if
and to the extent that such untrue statement or omission or alleged untrue
statement or omission is eliminated or remedied by the Company through
furnishing such holder of Registrable Securities a supplemented or amended
prospectus pursuant to Section 3(d) hereof prior to the use by such holder of
Registrable Securities of a prospectus that has not been so supplemented or
amended and from which the need to indemnify arises;


 


(b)                                 Indemnification by the Holders
and any Agents and Underwriters.  The Company may require, as a condition to including any
Registrable Securities in any registration statement filed pursuant to Section
2 hereof and to entering into any underwriting agreement with respect thereto,
that the Company shall have received an undertaking reasonably satisfactory to
it from the holder of such Registrable Securities and from each underwriter
named in any such underwriting agreement, severally and not jointly, to
indemnify and hold harmless the Company and all other holders of Registrable
Securities, against any losses, claims, damages or liabilities to which the
Company or such other holders of Registrable
Securities may become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in such registration statement, or any
preliminary, final or summary prospectus contained therein or furnished by the
Company to any such holder, agent or underwriter, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to


 


15

















 


the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information furnished
to the Company by such holder or underwriter expressly for use therein, provided, however, that no such
holder shall be required to undertake liability to any person under this
Section 6(b) for any amounts in excess of the dollar amount of the net proceeds
to be received by such holder from the sale of such holder’s Registrable
Securities pursuant to such registration.


 


(c)                                  Notices of
Claims, Etc.  Promptly after
receipt by an indemnified party under subsection (a) or (b) above of written
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against an indemnifying party pursuant
to the indemnification provisions of or contemplated by this Section 6, notify
such indemnifying party in writing of the commencement of such action; but the
omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party other than under the
indemnification provisions of or contemplated by Section 6(a) or 6(b)
hereof.  In case any such action shall
be brought against any indemnified party and it shall notify an indemnifying
party of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party (which consent shall not be unreasonably
withheld), be counsel to the indemnifying party), and, after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, such indemnifying party shall not be liable to such
indemnified party for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation.  No indemnifying party
shall, without the written consent of the indemnified party, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.  No indemnifying party shall be liable for
the cost of any settlement effected by an indemnified party without the written
consent of such indemnifying party, which consent shall not be unreasonably
withheld.


 


(d)                                 Contribution.  Each party
hereto agrees that, if for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, claims damages
or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and the indemnified party in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other


 


16

















 


relevant equitable considerations.  The relative fault of such indemnifying
party and indemnified party shall be determined by reference to, among other
things, whether the 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 by such indemnified party, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. 
The parties hereto agree that it would not be just and equitable if
contributions pursuant to this Section 6(d) were determined by pro rata
allocation (even if the holders or any agents or underwriters or all of them
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 6(d).  The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, or liabilities (or actions in respect thereof) referred to above shall
be deemed to include any reasonable legal or other fees or expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such action or claim. 
Notwithstanding the provisions of this Section 6(d), no holder shall be
required to contribute any amount in excess of the amount by which the dollar
amount of the net proceeds received by such holder from the sale of any
Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) exceeds the amount of any damages which such holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission, and no underwriter shall be required
to contribute any amount in excess of the amount by which the total price at
which the Registrable Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
underwriter 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 holders’ and any underwriters’ obligations in
this Section 6(d) to contribute shall be several in proportion to the principal
amount of Registrable Securities registered or underwritten, as the case may
be, by them and not joint.


 


(e)                                  The obligations of the
Company under this Section 6 shall be in addition to any liability which the
Company may otherwise have and shall extend, upon the same terms and
conditions, to each officer, director and partner of each holder, agent and
underwriter and each person, if any, who controls any holder, agent or
underwriter within the meaning of the Securities Act; and the obligations of
the holders and any underwriters contemplated by this Section 6 shall be in
addition to any liability which the respective holder or underwriter may otherwise
have and shall extend, upon the same terms and conditions, to each officer and
director of the Company including any person who, with his consent, is named in
any registration statement as about to become a director of the Company and to
each person, if any, who controls the Company within the meaning of the
Securities Act.


 


7.               Underwritten Offerings.


 


(a)                                  Selection of Underwriters. 
If any of the Registrable Securities covered by the Shelf Registration
are to be sold pursuant to an underwritten offering, the managing


 


17

















 


underwriter or underwriters thereof shall be
designated by the holders of at least a majority in aggregate principal amount of the Registrable Securities
to be included in such offering, provided that such designated managing
underwriter or underwriters is or are reasonably acceptable to the Company.


 


(b)                                 Participation by Holders. 
Each holder of Registrable Securities hereby agrees with each other
such holder that no such holder may participate in any underwritten offering
hereunder unless such holder (1) agrees to sell such holder’s Registrable
Securities on the basis provided in any underwriting arrangements approved by
the persons entitled hereunder to approve such arrangements and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements and (iii) provides such information as reasonably
requested by the Company, any sales or placement agent, if any, or underwriter,
if any, in connection with the underwritten offering.


 


8.               Rule 144.


 


The Company covenants to the holders of Registrable
Securities that to the extent it shall be required to do so under the Exchange
Act, it shall timely file the reports required to be filed by it under the
Exchange Act or the Securities Act (including, but not limited to, the reports
under Section 13 and 15(d) of the Exchange Act referred to in subparagraph
(c)(1) of Rule 144) and the rules and regulations adopted by the Commission
thereunder, and shall take such further action as any holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such holder to sell Registrable Securities without registration under
the Securities Act within the limitations of the exemption provided by Rule 144
or any similar rule or regulation hereafter adopted by the Commission; provided, however, that the holders of Registrable Securities will not sell
the Registrable Securities pursuant to any such statutory registration
exemption prior to the first anniversary of the Closing Date.  Upon the request of any holder of
Registrable Securities in connection with that holder’s sale pursuant to Rule
144, the Company shall deliver to such holder a written statement as to whether
it has complied with such requirements.


 


9.                           Miscellaneous.


 


(a)                                  No Inconsistent Agreements. 
The Company represents, warrants, covenants and agrees that it has not
granted, and shall not grant, registration rights with respect to Registrable
Securities or any other securities which would be inconsistent with the terms
contained in this Agreement.


 


(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
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.


 


18

















 


(c)                                  Notices.  All
notices, requests, claims, demands, waivers and other communications
hereunder shall be in writing and shall be deemed to have been duly given when
delivered by hand, if delivered personally or by courier, or three days after
being deposited in the mail (registered or certified mail, postage prepaid,
return receipt requested) as follows: 
If to the Company, to it at 1436 Lancaster Avenue, Berwyn, Pennsylvania
19312, Attention: President, with a copy to Jonathan A. Seiffer, c/o Leonard
Green & Partners, L.P., 11111 Santa Monica Boulevard, Suite 2000, Los
Angeles, California, 90025 and if to a holder, to the address of such holder
set forth in the security register or other records of the Company or to such
other address as any party may have furnished to the others in writing in
accordance herewith, except that notices of change of address shall be
effective only upon receipt.


 


(d)                                 Parties in
Interest.  All 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 Securities shall acquire Registrable Securities, in any manner, 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 Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Registrable
Securities 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.


 


(e)                                  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
Securities, any director, officer or partner of such holder, any agent or
underwriter 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 Securities pursuant to the Purchase Agreement and the transfer
and registration of Registrable Securities by such holder and the consummation
of an Exchange Offer.


 


(f)                                    LAW GOVERNING.  THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


(g)                                 Headings.  The descriptive headings of
the several Sections and paragraphs of this Agreement are inserted for
convenience only, do not constitute a part of this Agreement and shall not
affect in any way the meaning or interpretation of this Agreement.


 


(h)                                 Entire
Agreement; Amendments.  This Agreement
and the other writings referred to herein (including the Indenture and the form
of Securities) or delivered pursuant hereto which form a part hereof contain
the entire understanding of the parties with respect to its subject
matter.  This Agreement supersedes all
prior agreements and understandings between the parties with respect to its
subject matter.  This Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a


 


19

















 


particular instance and either retroactively
or prospectively) only by a written instrument duly executed by the Company and
the holders of at least a majority in aggregate principal amount of the
Registrable Securities at the time outstanding.  Each holder of any Registrable Securities at the time or
thereafter outstanding shall be bound by any amendment or waiver effected
pursuant to this Section 9(h), whether or not any notice, writing or marking indicating such amendment or waiver appears
on such Registrable Securities or is delivered to such holder.


 


(i)                                     Inspection.  For so long as this
Agreement shall be in effect, this Agreement and a complete list of the names
and addresses of all the holders of Registrable Securities shall be made
available for inspection and copying on any business day by any holder of
Registrable Securities at the offices of the Company at the address thereof set
forth in Section 9(c) above and at the office of the Trustee under the
Indenture.


 


(j)                                     Counterparts.  This agreement may be executed by the parties in counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.


 


20

















 


	
   

  	
  Agreed to and accepted as of the
  date referred to above.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DFG HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeff Weiss

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Jeff Weiss

  
	
   

  	
   

  	
   

  	
  Title: CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GS MEZZANINE PARTNERS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    GS Mezzanine Advisors, L.L.C., its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Katherine B. Enquist

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Katherine B. Enquist

  
	
   

  	
   

  	
   

  	
  Title:Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GS MEZZANINE PARTNERS OFFSHORE, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    GS Mezzanine Advisors, L.L.C., its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Katherine B. Enquist

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Katherine B. Enquist

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STONE STREET FUND 1998, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    Stone Street 1998, L.L.C., its general
  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Katherine B. Enquist

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Katherine B. Enquist

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  



 


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  BRIDGE STREET FUND 1998, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    Stone Street 1998, L.L.C., its general
  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Katherine B. Enquist

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Katherine B. Enquist

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARES LEVERAGED INVESTMENT FUND, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    ARES Management, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    ARES Operating Member, LLC, its general
  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeff Serota

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Jeff Serota

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARES LEVERAGED INVESTMENT FUND II, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    ARES Management II, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    ARES Operating Member II, LLC, its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeff Serota

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Jeff Serota

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  



 


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