Exhibit
10.22


 


 


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 16% Senior 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 16%  Senior 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

  



 


21

















 


	
   

  	
   

  	
  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

  



 


22