Unassociated Document


     

    
Exhibit
      10.2


    ALLTEL
      COMMUNICATIONS,
      INC.

    ALLTEL
      COMMUNICATIONS FINANCE, INC.

    


     

    $190,000,000
      10.375% / 11.125% Senior Toggle Notes due 2017

     

    Registration
      Rights Agreement

     

    December
      3, 2007

     

    Citigroup
      Global Markets Inc.

    Goldman,
      Sachs & Co.

    As
      Representatives of the Initial Purchasers

     

    c/o
      Citigroup Global Markets Inc.

    388
      Greenwich Street

    New
      York,
      New York 10013

     

    Ladies
      and Gentlemen:

     

    ALLTEL
      Communications, Inc. (“ACI”) and Alltel Communications Finance, Inc.,
      corporations organized under the laws of Delaware (together with ACI, the
“Issuer Subs”), propose to issue and sell to certain purchasers (the
“Initial Purchasers”), for whom you (the “Representatives”) are
      acting as representatives, their 10.375% / 11.125% Senior Toggle Notes due
      2017
      in the principal amount of $1,000,000,000 (the “Senior Notes”), upon the
      terms set forth in the Purchase Agreement among ALLTEL Corporation, a
      corporation organized under the laws of Delaware (the “Company”), the
      Issuer Subs, the Subsidiary Guarantors (as defined below) and the
      Representatives dated November 16, 2007 (the “Purchase Agreement”)
      relating to the initial placement of the Senior Notes and related guarantees
      (as
      described below) (the “Initial Placement”).  To induce the
      Initial Purchasers to enter into the Purchase Agreement and to satisfy a
      condition to your obligations thereunder, the Issuers (as defined below) agree
      with you for your benefit and the benefit of the holders from time to time
      of
      the Securities (as defined below) (including the Initial Purchasers) (each
      a
“Holder” and, collectively, the “Holders”), as
      follows:

     

    The
      Senior Notes will be unconditionally guaranteed on a senior unsecured basis
      by
      the subsidiary guarantors listed in Annex A hereto (the “Subsidiary
      Guarantors”) and the Company (collectively, the “Guarantors” and,
      together with the Issuer Subs, the “Issuers”). Senior Notes
      in the
      principal amount of $190,000,000, together with the related guarantees (the
      “Guarantees”), to be resold by the Initial Purchasers to certain
      purchasers other than the GSMP Purchasers (as defined below), are referred
      to
      herein as the “Securities”.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    “Affiliate”
      shall have the meaning specified in Rule 405 under the Act and the terms
“controlling” and “controlled” shall have meanings correlative
      thereto.

     

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

     

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

     

    “Closing
      Date” shall mean the date of the first issuance of the
      Securities.

     

    “Commission”
      shall mean the Securities and Exchange Commission.

     

    “Commission
      Announcement” shall have the meaning set forth in Section 2(a)
      hereof.

     

    “Conduct
      Rules” shall mean the Conduct Rules and the By-Laws of the Financial
      Industry Regulatory Authority.

     

    “Effective
      Time” shall mean in the case of (i) an Exchange Registration, the time and
      date as of which the Commission declares the Exchange Registration Statement
      effective or as of which the Exchange Registration Statement otherwise becomes
      effective pursuant to the Securities Act, (ii) a Shelf Registration, the time
      and date as of which the Commission declares the Shelf Registration Statement
      effective or as of which the Shelf Registration Statement otherwise becomes
      effective pursuant to the Securities Act and (iii) a Market Making Shelf
      Registration, the time and date as of which the Commission declares the Market
      Making Shelf Registration Statement effective or as of which the Market Making
      Shelf Registration Statement otherwise becomes effective pursuant to the
      Securities Act.

     

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

     

    “Exchange
      Offer Registration Period” shall mean the 180-day period following the
      consummation of the Registered Exchange Offer, exclusive of any period during
      which any stop order shall be in effect suspending the effectiveness of the
      Exchange Offer Registration Statement.

     

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

     

    
      
        
        

      

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

     

    “Final
      Memorandum” shall mean the offering memorandum, dated November 16, 2007,
      relating to the offer and sale of the Senior Notes and related guarantees,
      including any and all exhibits thereto and any information incorporated by
      reference therein as of such date.

     

    “GSMP
      Purchasers” shall mean GSMP V Onshore US, Ltd., GSMP V Offshore US, Ltd and
      GSMP V Institutional US, Ltd.

     

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

     

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

     

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

     

    “Indenture”
      shall mean the Indenture relating to the Senior Notes and related guarantees,
      dated as of December 3, 2007, among the Issuers and Wells Fargo Bank, National
      Association, as trustee, as the same may be amended from time to time in
      accordance with the terms thereof.

     

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

     

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

     

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

     

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

     

    “Losses”
      shall have the meaning set forth in Section 7(d) hereof.

     

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

     

    “Managing
      Underwriters” shall mean the investment banker or investment bankers and
      manager or managers that administer an underwritten offering, if any, under
      a
      Registration Statement.

     

    “Market-Maker”
      shall have the meaning set forth in Section 4(a) hereof.

     

    “Market-Making
      Registration” shall have the meaning set forth in Section 4(a)(i)
      hereof.

     

    “Market-Making
      Registration Statement” shall have the meaning set forth in
      Section 4(a)(i) hereof.

     

    
      
        
        

      

      
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     “New
      Securities” shall mean debt securities of the Issuer Subs and guarantees by
      the Guarantors, in each case identical in all material respects to the Senior
      Notes and the related Guarantees (except that the transfer restrictions shall
      be
      modified or eliminated, as appropriate) to be issued under the Indenture in
      connection with sales or exchanges effected pursuant to this
      Agreement.

     

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

     

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

     

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

     

    “Registrable
      Securities” shall mean (i) Securities other than those that (A) have been
      registered under a Registration Statement and disposed of in accordance
      therewith or (B) are eligible to be distributed to the public pursuant to Rule
      144 under the Act or any successor rule or regulation thereto that may be
      adopted by the Commission and (ii) any New Securities the resale of which by
      the
      Holder thereof requires compliance with the prospectus delivery requirements
      of
      the Act.

     

    “Registration
      Default” shall have the meaning set forth in Section 9 hereof.

     

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

     

    “Rule
      144 Eligibility Conditions” shall have the meaning set forth in Section 2(a)
      hereof.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    “Trustee”
      shall mean the trustee with respect to the Senior Notes and related guarantees
      under the Indenture.

     

    “Trust
      Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and
      the rules and regulations of the Commission promulgated thereunder.

     

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

     

    2.  Registered
      Exchange Offer.

     

    (a)  The
      Issuers shall use their commercially reasonable efforts to prepare and file
      with
      the Commission the Exchange Offer Registration Statement with respect to the
      Registered Exchange Offer.  The Issuers shall use their commercially
      reasonable efforts to cause the Exchange Offer Registration Statement to become
      effective under the Securities Act within 367 days of the Closing Date;
provided that as a result of the announcement by the Commission at its
      open meeting on November 15, 2007, that it would adopt amendments to Rule 144
      under the Securities Act providing that restricted securities held by
      non-affiliates of reporting companies under the Exchange Act would be eligible
      for resale to the public without registration under the Securities Act after
      a
      holding period of six months (subject to compliance with Rule 144(c) reporting
      requirement by the issuer) and restricted securities held by non-affiliates
      of
      non-reporting companies under the Exchange Act would be eligible for resale
      to
      the public without registration under the Securities Act after a holding period
      of one year (the “Commission Announcement”), and subject to review of the
      Commission’s release related to such amendments and their effectiveness, the
      Issuers, the Initial Purchasers and the Holders acknowledge that an Exchange
      Offer Registration Statement shall not be required to be filed or declared
      effective if, prior to the date such Exchange Offer Registration Statement
      would
      otherwise be required to be filed and declared effective pursuant to the terms
      of this Agreement, the following conditions (the “Rule 144 Eligibility
      Conditions”) shall have been satisfied: the Issuers shall have offered to
      each non-affiliate of the Issuers that is a Holder of Securities and that has
      not acquired Securities from the Issuers or any of their subsidiaries during
      any
      applicable holding period under Rule 144 the opportunity to exchange such
      Holder’s Securities for either a beneficial interest in an Unrestricted Global
      Note (as defined in the Indenture) or an Unrestricted Definitive Note (as
      defined in the Indenture), as appropriate, in accordance with the terms of
      the
      Indenture; provided that (i) such offer shall be a continuing offer to
      such Holders thereafter and (ii) such Unrestricted Global Note shall remain
      eligible to be deposited for purposes of transfers through the facilities of
      The
      Depository Trust Company.

     

    
      
        
        

      

      
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    (b)  If
      an
      Exchange Offer Registration Statement is required to be filed and declared
      effective pursuant to Section 2(a) above, upon the effectiveness of the Exchange
      Offer Registration Statement, the Issuers shall promptly commence the Registered
      Exchange Offer, it being the objective of such Registered Exchange Offer to
      enable each Holder electing to exchange Securities for New Securities (assuming
      that such Holder is not an Affiliate of any Issuer, acquires the New Securities
      in the ordinary course of such Holder’s business, has no arrangements with any
      person to participate in the distribution of the New Securities and is not
      prohibited by any law or policy of the Commission from participating in the
      Registered Exchange Offer) to trade such New Securities from and after their
      receipt without any limitations or restrictions under the Securities Act and
      without material restrictions under the securities laws of a substantial
      proportion of the several states of the United States.

     

    (c)  In
      connection with the Registered Exchange Offer, if an Exchange Offer Registration
      Statement is required to be filed and declared effective pursuant to Section
      2(a) above, the Issuers shall:

     

    (i)  mail
      to
      each Holder a copy of the Prospectus forming part of the Exchange Offer
      Registration Statement, together with an appropriate letter of transmittal
      and
      related documents;

     

    (ii)  keep
      the
      Registered Exchange Offer open for not less than 20 Business Days after the
      date
      notice thereof is mailed to the Holders (or, in each case, longer if required
      by
      applicable law);

     

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

     

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

     

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

     

    (vi)  prior
      to
      effectiveness of the Exchange Offer Registration Statement, provide a
      supplemental letter to the Commission (A) stating that the Issuers are
      conducting the Registered Exchange Offer in reliance on the position of the
      Commission in Exxon Capital Holdings Corporation (pub. avail. May 13,
      1988), and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and
      (B) including a representation that the Issuers have not entered into any
      arrangement or understanding with any person to distribute the New Securities
      to
      be received in the Registered Exchange Offer and that, to the best of Issuers’
information and belief, each Holder participating in the Registered Exchange
      Offer is acquiring the New Securities in the ordinary course of business and
      

     

    
      
        
        

      

      
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    has
      no
      arrangement or understanding with any person to participate in the distribution
      of the New Securities; and

     

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

     

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

     

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

     

    (ii)  deliver
      to the Trustee for cancellation in accordance with Section 5(s) all Securities
      so accepted for exchange; and

     

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

     

    (e)  Each
      Holder hereby acknowledges and agrees that any broker-dealer and any such Holder
      using the Registered Exchange Offer to participate in a distribution of the
      New
      Securities (x) could not under Commission policy as in effect on the date of
      this Agreement rely on the position of the Commission in Exxon Capital
      Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley and
      Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission’s
      letter to Shearman & Sterling dated July 2, 1993 and similar no-action
      letters; and (y) must comply with the registration and prospectus delivery
      requirements of the Securities Act in connection with any secondary resale
      transaction, which must be covered by an effective registration statement
      containing the selling security holder information required by Item 507 or
      508,
      as applicable, of Regulation S-K under the Securities Act if the resales are
      of
      New Securities obtained by such Holder in exchange for Securities acquired
      by
      such Holder directly from the Issuers or their
      Affiliates.  Accordingly, each Holder participating in the Registered
      Exchange Offer shall be required to represent to the Issuers that, at the time
      of the consummation of the Registered Exchange Offer:

     

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

     

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

     

    (iii)  such
      Holder is not an Affiliate of any of the Issuers;

     

    (iv)  if
      such
      Holder is not a broker-dealer, that it is not engaged in, and does not intend
      to
      engage in, the distribution of the applicable New Securities; and

     

    (v)  if
      such
      Holder is a broker-dealer that will receive New Securities for its own account
      in exchange for any Securities that were acquired as a result of
      market-

     

    
      
        
        

      

      
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    making
      or
      other trading activities, that it will deliver a prospectus in connection with
      any resale of such New Securities.

     

    (f)  If
      any
      Initial Purchaser determines that it is not eligible to participate in the
      Registered Exchange Offer or to meet the Rule 144 Eligibility Conditions with
      respect to the exchange of Securities constituting any portion of an unsold
      allotment, at the request of such Initial Purchaser, the Issuers shall issue
      and
      deliver to such Initial Purchaser or the person purchasing New Securities
      registered under a Shelf Registration Statement as contemplated by Section
      3
      hereof from such Initial Purchaser, in exchange for such Securities, a like
      principal amount of New Securities.  The Issuers shall use their
      commercially reasonable efforts to cause the CUSIP Service Bureau to issue
      the
      same CUSIP number for such New Securities as for New Securities issued pursuant
      to the Registered Exchange Offer.

     

    (g)  Interest
      on each New Security issued pursuant to the Registered Exchange Offer will
      accrue (A) from the later of (i) the last interest payment date on which
      interest was paid on the Securities surrendered in exchange therefor and (ii)
      if
      the Securities are surrendered for exchange on a date in a period that includes
      the record date for an interest payment date to occur on or after the date
      of
      such exchange and as to which interest will be paid, the date of such interest
      payment date or (B) if no interest has been paid on the Securities, from the
      Closing Date.

     

    (h)  The
      obligations of the Issuers under the Registered Exchange Offer shall be subject
      to the conditions that (i) the Registered Exchange Offer does not violate
      applicable law or any applicable interpretation of the staff of the Commission;
      (ii) no action or proceeding shall have been instituted in any court or by
      any
      governmental agency which might materially impair the ability of the Issuers
      to
      proceed with the Registered Exchange Offer, and no material adverse development
      shall have occurred in any existing action or proceeding with respect to the
      Issuers and (iii) all governmental approvals required for the consummation
      of
      the Registered Exchange Offer by the Issuers shall have been
      obtained.

     

    3.  Shelf
      Registration.

     

    (a)  If
      an
      Exchange Offer Registration Statement is required to be filed and declared
      effective pursuant to Section 2(a) above, and (i) due to any change in law
      or currently prevailing interpretations thereof by the Commission’s staff, the
      Issuers determine upon advice of their outside counsel that they are not
      permitted to effect the Registered Exchange Offer as contemplated by
      Section 2 hereof; (ii) for any other reason the Registered Exchange
      Offer is not consummated within 367 days of the date hereof; (iii) any Initial
      Purchaser so requests with respect to Securities that are not eligible to be
      exchanged for New Securities in the Registered Exchange Offer and that are
      held
      by it following consummation of the Registered Exchange Offer; or (iv) in
      the case of any Initial Purchaser that participates in the Registered Exchange
      Offer or acquires New Securities pursuant to Section 2(f) hereof, which
      Initial Purchaser does not receive freely tradeable New Securities in exchange
      for Securities constituting any portion of an unsold allotment (it being
      understood that (x) the requirement that an Initial Purchaser must deliver
      a
      Prospectus containing the information required by Item 507 or 508 of Regulation
      S-K under the Securities Act in connection with sales of New Securities acquired
      in exchange for such Securities shall result in such New Securities being not
      “freely tradeable”; and (y) the requirement that an Exchanging Dealer must
      deliver a Prospectus in connection with sales of 

     

    
      
        
        

      

      
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    New
      Securities acquired in the Registered Exchange Offer in exchange for Securities
      acquired as a result of market-making activities or other trading activities
      shall not result in such New Securities being not “freely tradeable”), the
      Issuers shall effect a Shelf Registration Statement in accordance with
      subsection (b) below; provided that as a result of the Commission
      Announcement, and subject to review of the Commission’s release related to such
      amendments and their effectiveness, the Issuers, the Initial Purchasers and
      the
      Holders acknowledge that a Shelf Registration Statement shall not be required
      to
      be filed or declared effective if the Rule 144 Eligibility Conditions have
      been
      met.

     

    (b)  If
      a
      Shelf Registration Statement is required to be filed and declared effective
      pursuant to this Section 3, (i) the Issuers shall as promptly as
      practicable (but in no event more than 45 days after so required or requested
      pursuant to this Section 3), file with the Commission and shall use their
      commercially reasonable efforts to cause to be declared effective under the
      Securities Act within 367 days after so required or requested, a Shelf
      Registration Statement relating to the offer and sale of the Securities or
      the
      New Securities, as applicable (which may be an “automatic shelf registration
      statement” as defined in Rule 405 of the Securities Act (an “Automatic Shelf
      Registration Statement”) if the filing satisfies all relevant requirements
      for qualification as an Automatic Shelf Registration Statement), by the Holders
      thereof from time to time in accordance with the methods of distribution elected
      by such Holders and set forth in such Shelf Registration Statement;
provided, however, that no Holder (other than an Initial
      Purchaser) shall be entitled to have the Securities held by it covered by such
      Shelf Registration Statement unless such Holder agrees in writing to be bound
      by
      all of the provisions of this Agreement applicable to such Holder; and
provided, further, that with respect to New Securities received by
      an Initial Purchaser in exchange for Securities constituting any portion of
      an
      unsold allotment, the Issuers may, if permitted by current interpretations
      by
      the Commission’s staff, file a post-effective amendment to the Exchange Offer
      Registration Statement containing the information required by Item 507 or 508
      of
      Regulation S-K, as applicable, in satisfaction of its obligations under this
      subsection with respect thereto, and any such Exchange Offer Registration
      Statement, as so amended, shall be referred to herein as, and governed by the
      provisions herein applicable to, a Shelf Registration Statement.

     

                                            (ii)  If
      a
      Shelf Registration Statement is required to be filed and declared effective
      pursuant to this Section 3, subject to Section 5(k), the Issuers shall use
      their
      commercially reasonable efforts to keep the Shelf Registration Statement
      continuously effective, supplemented and amended as required by the Securities
      Act, until the earliest of (A) the second anniversary of the date of this
      Agreement; (B) the date upon which all the Securities or New Securities, as
      applicable, covered by such Shelf Registration Statement have been sold pursuant
      to such Shelf Registration Statement; (C) the date upon which all the Securities
      or New Securities, as applicable, covered by such Shelf Registration Statement
      become eligible for resale, without regard to volume, manner of sale or other
      restrictions contained in Rule 144 (the “Shelf Registration Period”); or
      (D) whatever shorter period adopted by the Commission in connection with
      its proposal to amend Rule 144 that would permit non-affiliates to resell freely
      the Securities acquired in the Initial Placement (after taking into account
      any
      hedging activity that may have occurred, if applicable under the amended Rule);
      provided that, as a result of the Commission Announcement, and subject to
      review of the Commission’s release related to such amendments and their
      effectiveness, the Issuers, the Initial Purchasers and the Holders acknowledge
      that such parties do not anticipate that, so long as the Rule 144 Eligibility
      

     

    
      
        
        

      

      
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    Conditions
      are met, a Shelf Registration Statement shall be required to be filed or
      declared effective pursuant to the terms of this agreement.  The
      Issuers shall be deemed not to have used their commercially reasonable efforts
      to keep the Shelf Registration Statement effective during the Shelf Registration
      Period if they voluntarily take any action that would result in Holders of
      Securities covered thereby not being able to offer and sell such Securities
      at
      any time during the Shelf Registration Period, unless such action is
      (x) required by applicable law or otherwise undertaken by the Issuers in
      good faith and for valid business reasons (not including avoidance of the
      Issuers’ obligations hereunder), including the acquisition or divestiture of
      assets or a financing, and (y) permitted pursuant to Section 5(k)(ii)
      hereof.

     

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

     

    4.  Market-Making

     

    (a)  For
      the
      sole benefit of Goldman, Sachs & Co. (in such capacity, the
“Market-Maker”) or any of its affiliates (as defined in the rules and
      regulations of the Commission), so long as (x) any of the Registrable
      Securities or New Securities are outstanding and (y) it would be necessary
      under applicable laws, rules and regulations, in the reasonable opinion of
      the
      Market-Maker, for the Market-Maker or any of its affiliates to deliver a
      prospectus in connection with market-making activities with respect to the
      Registrable Securities or New Securities and the Market-Maker or such affiliate
      proposes to make a market in the Registrable Securities or New Securities as
      part of its business in the ordinary course, the following provisions shall
      apply for the sole benefit of the Market-Maker:

     

    (i)  The
      Issuers shall file under the Securities Act one or more registration statements,
      in a form to be reasonably approved by the Market-Maker (each such filing,
      a
“Market-Making Registration,” and each such registration statement, the
“Market-Making Registration Statement”) (which may be an Automatic Shelf
      Registration Statement if the filing satisfies all relevant requirements to
      qualify as an Automatic Shelf Registration Statement).  The Issuers
      agree to use their commercially reasonable efforts to cause a Market-Making
      Registration Statement with respect to the New Securities to be declared
      effective on or prior to (i) the date the Exchange Offer is completed
      pursuant to Section 2(a) above or (ii) the date the Initial Shelf
      Registration becomes or is declared effective pursuant to Section 3 above,
      and, in each case, to keep such Market-Making Registration Statement
      continuously effective, subject to Section 4(a)(ii), for so long as the
      Market-Maker may be required to deliver a prospectus in connection with
      transactions in the Registrable Securities or the New Securities, as the case
      may be; provided that if, as a result of the Commission Announcement and
      subject to review of the Commission’s release related to such amendments and
      their effectiveness and the satisfaction of the Rule 144 Eligibility Conditions,
      the Issuers are therefore not required to file an Exchange Offer Registration
      Statement or a Shelf Registration Statement, then 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    the
      Issuers shall use their commercially reasonable efforts to file and have
      declared effective the Market-Making Registration Statement within 367 days
      from
      the Closing Date.  In the event that the Market-Maker holds
      Registrable Securities or New Securities at the time the Exchange Offer is
      to be
      conducted under Section 2(a) above, the Issuers agree that the applicable
      Market-Making Registration shall provide for the resale by the Market-Maker
      of
      such Registrable Securities or New Securities and shall use their commercially
      reasonable efforts to keep the Market-Making Registration Statement continuously
      effective, subject to Section 4(a)(ii), for so long as the Market-Maker may
      be
      required to deliver a prospectus in connection with the sale of such Registrable
      Securities or New Securities.  The Issuers further agree to supplement
      or make amendments to each Market-Making Registration Statement, as and when
      required by the rules, regulations or instructions applicable to the
      registration form used by the Issuers for the applicable Market-Making
      Registration Statement, and the Issuers agree to furnish to the Market-Maker
      copies of any such supplement or amendment prior to its being used or promptly
      following its filing with the Commission.

     

    (ii)  Notwithstanding
      the foregoing, the Issuers may suspend the offering and sale under a
      Market-Making Registration Statement for a period or periods that the Board
      of
      Directors of the Company or ACI reasonably determines to be advisable for valid
      business reasons, but in any event not in excess of 45 consecutive days or
      more
      than three (3) times during any calendar year during which such Market-Making
      Registration Statement is required to be effective and usable hereunder
      (measured from the Effective Time of such Market-Making Registration Statement
      to successive anniversaries thereof) if (A) (i) the Board of Directors of the
      Company or ACI determines in good faith that such action is in the best
      interests of one or more of the Issuers or (ii) such Market-Making
      Registration Statement, prospectus or amendment or supplement thereto contains
      an untrue statement of a material fact or omits to state a material fact
      necessary in order to make the statements therein, in light of the circumstances
      under which they were made, not misleading, and (B) the Issuers notify the
      Market-Maker within three days before the effectiveness of such
      suspension.

     

    (iii)  The
      Issuers shall notify the Market-Maker (A) when any post-effective amendment
      to a Market-Making Registration Statement or any amendment or supplement to
      the
      related prospectus has been filed, and, with respect to any post-effective
      amendment, when the same has become effective; (B) of any request by the
      Commission for any post-effective amendment to a Market-Making Registration
      Statement, any supplement or amendment to the related prospectus or for
      additional information; (C) the issuance by the Commission of any stop
      order suspending the effectiveness of a Market-Making Registration Statement
      or
      the initiation of any proceedings for that purpose; (D) of the receipt by
      the Issuers of any notification with respect to the suspension of the
      qualification of the Registrable Securities or New Securities for sale in any
      jurisdiction or the initiation or threatening of any proceedings for such
      purpose; and (E) of the happening of any event that makes any statement
      made in a Market-Making Registration Statement, the related prospectus or any
      amendment or supplement thereto untrue or that requires the making of any
      changes in a Market-Making Registration Statement, such prospectus or any
      amendment or supplement thereto, in order to make the statements therein not
      misleading.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (iv)  If
      any
      event contemplated by Section 4(a)(iii)(B), (D) and (E) occurs during the
      period for which the Issuers are required to maintain an effective Market-Making
      Registration Statement, the Issuers shall use their commercially reasonable
      efforts to promptly prepare and file with the SEC a post-effective amendment
      to
      the applicable Market-Making Registration Statement or a supplement to the
      related prospectus or file any other required document so that the prospectus
      will not include an untrue statement of a material fact or omit to state a
      material fact necessary in order to make the statements therein, in the light
      of
      the circumstances under which they were made, not misleading.

     

    (v)  In
      the
      event of the issuance of any stop order suspending the effectiveness of a
      Market-Making Registration Statement or of any order suspending the
      qualification of the Registrable Securities or New Securities for sale in any
      jurisdiction, the Issuers shall use their commercially reasonable efforts to
      promptly obtain its withdrawal.

     

    (vi)  The
      Issuers shall furnish to the Market-Maker, in each case without charge to the
      Market-Maker, at least one conformed copy of the Market-Making Registration
      Statement and any post-effective amendment thereto and electronic copies of
      the
      related prospectus and any amendment or supplement thereto.

     

    (vii)  The
      Issuers shall consent to the use of the prospectus contained in the
      Market-Making Registration Statement or any amendment or supplement thereto
      by
      the Market-Maker in connection with its market-making activities.

     

    (viii)  Notwithstanding
      the foregoing provisions of this Section 4, the Issuers may for valid
      business reasons, including without limitation, a potential acquisition,
      divestiture of assets, financing or other material corporate transaction, issue
      a notice that the Market-Making Registration Statement is no longer effective
      or
      the prospectus included therein is no longer usable for offers and sales of
      Registrable Securities or New Securities and may issue any notice suspending
      use
      of the Market-Making Registration Statement required under applicable securities
      laws to be issued for so long as valid business reasons exist and the Issuers
      shall not be obligated to amend or supplement the Market-Making Registration
      Statement or the prospectus included therein until it reasonably deems
      appropriate.  The Market-Maker agrees that upon receipt of any notice
      from the Issuers pursuant to this Section 4(a)(viii), it will discontinue
      use of the Market-Making Registration Statement until receipt of copies of
      the
      supplemented or amended prospectus relating thereto and until advised in writing
      by the Issuers that the use of the Market-Making Registration Statement may
      be
      resumed.

     

    (b)  In
      connection with a Market-Making Registration, the Issuers shall (i) make
      reasonably available for inspection by a representative of, and one counsel
      acting for, the Market-Maker, at reasonable times and in a reasonable manner,
      all relevant financial and other records and pertinent corporate documents
      of
      the Issuer and its subsidiaries and (ii) use their commercially reasonable
      efforts to have their respective officers, directors, employees, accountants
      and
      counsel supply all relevant information reasonably requested by such
      representative or counsel or the Market-Maker; provided, however,
      that any information that is designated in writing by the Issuers, in good
      faith, as confidential at the time of delivery of such 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    information
      shall be kept confidential by the Market-Maker or any such attorney or
      accountant, unless such disclosure is made in connection with a court proceeding
      or required by law, or such information becomes available to the public
      generally or through a third party without an accompanying obligation of
      confidentiality.

     

    (c)  Prior
      to
      the effective date of the Market-Making Registration Statement, the Issuers
      will
      use their commercially reasonable efforts to register or qualify such
      Registrable or New Securities, as applicable, for offer and sale under the
      securities or blue sky laws of such jurisdictions as the Market-Maker reasonably
      requests in writing and do any and all other acts or things necessary or
      advisable to enable the offer and sale in such jurisdictions of the Registrable
      Securities or New Securities covered by the Market-Making Registration
      Statement; provided that no Issuer will be required to qualify generally
      to do business in any jurisdiction where it is not then so qualified or to
      take
      any action which would subject it to general service of process or to taxation
      in any such jurisdiction where it is not then so subject.

     

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

     

    (e)  At
      the
      time of effectiveness of the Market-Making Registration Statement (unless it
      is
      the same as the time of effectiveness of the Exchange Offer Registration
      Statement or Shelf Registration Statement) and concurrently with each time
      the
      Market-Making Registration Statement or the related prospectus shall be amended
      or such prospectus shall be supplemented, the Issuers shall (if requested in
      writing by the Market-Maker) furnish the Market-Maker and its counsel with
      a
      certificate of an appropriate officer to the effect that:

     

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

     

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

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (iii)  as
      of the
      date of such Market-Making Registration Statement, amendment or supplement,
      as
      applicable, such Market-Making Registration Statement and the prospectus, as
      amended or supplemented, if applicable, did not include any untrue statement
      of
      a material fact and did not omit to state a material fact required to be stated
      therein or necessary to make the statements therein (in the case of the
      prospectus, in light of the circumstances under which they were made) not
      misleading.

     

    (f)  The
      Issuers, on the one hand, and the Market-Maker, on the other hand, hereby agree
      to indemnify each other, and, if applicable, contribute to the other, in
      accordance with Section 7 of this Agreement.

     

    (g)  The
      Issuers will comply with the provisions of this Section 4 at its own
      expense.

     

    (h)  The
      agreements contained in this Section 4 and the representations, warranties
      and agreements contained in this Agreement shall survive all offers and sales
      of
      the Registrable Securities or New Securities and shall remain in full force
      and
      effect, regardless of any termination or cancellation of agreements outside
      this
      Section 4 of this Agreement or any investigation made by or on behalf of any
      indemnified party.

     

    (i)  For
      purposes of this Section 4, any reference to the terms “amend,” “amendment”
or “supplement” with respect to a Market-Making Registration Statement or the
      prospectus contained therein shall be deemed to refer to and include the filing
      under the Exchange Act of any document deemed to be incorporated therein by
      reference.

     

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

     

                                  
      (a)  The
      Issuers shall:

     

                   
      (i)  furnish,
      in each case if requested in writing, to each of the Representatives, in the
      case of an Exchange Offer Registration Statement, and to counsel for the Holders
      of Registrable Securities in the case of a Shelf Registration Statement, not
      less than five Business Days prior to the filing thereof with the Commission,
      a
      copy of any Exchange Offer Registration Statement, as applicable, and any Shelf
      Registration Statement, and each amendment thereof and each amendment or
      supplement, if any, to the Prospectus included therein and shall use their
      commercially reasonable efforts to reflect in each such document, when so filed
      with the Commission, such comments as the Representatives reasonably
      propose;

     

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


     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    Registration
      Statement, and in Annex E hereto in the letter of transmittal delivered pursuant
      to the Registered Exchange Offer;

     

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

     

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

     

                                  
      (b)  The
      Issuers shall ensure that:

     

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

     

                                           
      (ii)  any
      Registration Statement and any amendment thereto does not, when it becomes
      effective, contain an untrue statement of a material fact or omit to state
      a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading, it being understood that, with respect to the
      information about Holders in any Shelf Registration Statement, the Issuers
      will
      be relying solely on responses provided by Holders to a notice and
      questionnaire.

     

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

     

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

     

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

     

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

     

                (iv)  of
      the
      receipt by the Issuers of any notification with respect to the suspension of
      the
      qualification of the securities included therein for sale in any 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    jurisdiction
      or the institution or threatening of any proceeding for such purpose;
      and

     

                   
      (v)  unless
      notice has been provided pursuant to Section 5(k)(ii), of the happening of
      any
      event that requires any change in the Registration Statement or the Prospectus
      so that, as of such date, such Registration Statement and Prospectus (A) do
      not
      contain any untrue statement of a material fact and (B) do not omit to state
      a
      material fact required to be stated therein or necessary to make the statements
      therein (in the case of the Prospectus, in the light of the circumstances under
      which they were made) not misleading.

     

                                  
      (d)  The
      Issuers shall use their commercially reasonable efforts to obtain as soon as
      possible the withdrawal of any order suspending the effectiveness of any
      Registration Statement or the qualification of the securities therein for sale
      in any jurisdiction.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

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

     

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

     

                                  
      (k)                    (i)    Subject
      to clause (ii) below, upon the occurrence of any event contemplated by
      subsections (c)(ii) through (v) above, the Issuers shall promptly (or
      within the time period provided for by clause (ii) hereof, if applicable)
      prepare a post-effective amendment to the applicable Registration Statement
      or
      an amendment or supplement to the related Prospectus or file any other required
      document so that, as thereafter delivered to Initial Purchasers of the
      Securities included therein, the Prospectus will not include an untrue statement
      of a material fact or omit to state any material fact required to be stated
      therein or necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading.  In such
      circumstances, the period of effectiveness of the Exchange Offer Registration
      Statement provided for in Section 2 shall be extended by the number of days
      from
      and including the date of the giving of a notice of suspension pursuant to
      Section 5(c) to and including the date when the Initial Purchasers, the Holders
      of the Securities and any known Exchanging Dealer shall have received such
      amended or supplemented Prospectus pursuant to this Section.

     

                                           
      (ii)  Upon
      the
      occurrence or existence of any pending corporate development or any other
      material event that, in the reasonable judgment of the Issuers, makes it
      appropriate to suspend the availability of a Shelf Registration Statement and
      the related Prospectus, the Issuers shall give notice (without notice of the
      nature or details of such events) to the Holders that the availability of the
      Shelf Registration is suspended and, upon actual receipt of any such notice,
      each Holder agrees not to sell any Registrable Securities pursuant to the Shelf
      Registration until such Holder’s receipt of copies of the supplemented or
      amended Prospectus provided for in clause (i) hereof, or until it is advised
      in
      writing by the Issuers that the Prospectus may be used, and has received copies
      of any additional or supplemental filings that are incorporated or deemed
      incorporated by reference in such Prospectus.  The period during which
      the availability of the Shelf Registration and any Prospectus is suspended
      shall
      not exceed 45 days in any three-month period or 90 days in any twelve-month
      period.

     

                                  
      (l)  Not
      later
      than the effective date of any Registration Statement, the Issuers shall provide
      a CUSIP number for the Securities or the New Securities, as the case may be,
      registered under such Registration Statement and provide, as may be necessary,
      the 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    Trustee
      with printed certificates for such Securities or New Securities, in a form
      eligible for deposit with The Depository Trust Company.

     

                                  
      (m)  The
      Issuers shall comply with all applicable rules and regulations of the Commission
      and shall make generally available to its security holders an earnings statement
      satisfying the provisions of Section 11(a) of the Securities Act and Rule
      158 thereunder as soon as practicable after the effective date of the applicable
      Registration Statement and in any event no later than 45 days after the end
      of a
      12-month period (or 90 days, if such period is a fiscal year) beginning with
      the
      first month of the Issuers’ first fiscal quarter commencing after the effective
      date of the applicable Registration Statement.

     

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

     

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

     

                                  
      (p)  In
      the
      case of any Shelf Registration Statement, the Issuers shall enter into customary
      agreements (including, if requested, an underwriting agreement in customary
      form) and take all other appropriate actions in order to expedite or facilitate
      the registration or the disposition of the Securities, and in connection
      therewith, if an underwriting agreement is entered into, cause the same to
      contain indemnification provisions and procedures no less favorable than those
      set forth in Section 7 hereof (or such other provisions and procedures
      acceptable to the Majority Holders and the Managing Underwriters, if any, with
      respect to all parties to be indemnified pursuant to Section 7).

     

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

     

                                            (i)  make
      reasonably available for inspection by a representative of the
      Holders of Securities to be registered thereunder (an “Inspector”), any
      underwriter participating in any disposition pursuant to such Registration
      Statement, one firm of accountants designated by the Majority Holders of
      Securities to be registered thereunder and one attorney and one firm of
      accountants designated by such underwriter or underwriters, at reasonable times
      and in a reasonable manner, all relevant financial and other records and
      pertinent corporate documents of the Issuers and their
      subsidiaries;

     

                           
      (ii)  cause
      each Issuers’ officers, directors, employees, accountants and auditors to supply
      all relevant information reasonably requested by the Inspector or any such
      underwriter, attorney or accountant in connection with any such Registration
      Statement as is customary for similar due diligence examinations;

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    provided,
      however, that any information that is designated in writing by the
      Issuers, in good faith, as confidential at the time of delivery of such
      information shall be kept confidential by such underwriter or underwriters
      or
      any such attorney or accountant, unless such disclosure is made in connection
      with a court proceeding or required by law, or such information becomes
      available to the public generally or through a third party without an
      accompanying obligation of confidentiality;

     

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

     

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

     

                           
      (v)  obtain
      “comfort” letters and updates thereof from the independent certified public
      accountants of the Issuers (and, if necessary, any other independent certified
      public accountants of any subsidiary of the Issuers or of any business acquired
      by the Issuers for which financial statements and financial data are, or are
      required to be, included in the Registration Statement), addressed to each
      selling Holder of Securities registered thereunder and the underwriters, if
      any,
      in customary form and covering matters of the type customarily covered in
“comfort” letters in connection with primary underwritten offerings;
      and

     

                          
      (vi)  deliver
      such documents and certificates as may be reasonably requested by the Majority
      Holders or the Managing Underwriters, if any, including those to evidence
      compliance with Section 5(k) and with any customary conditions contained in
      the
      underwriting agreement or other agreement entered into by the
      Issuers.

     

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

     

                                  
      (r)  In
      the
      case of any Exchange Offer Registration Statement, the Issuers shall, if
      requested by an Initial Purchaser, or by a broker-dealer that holds Securities
      that were acquired as a result of market-making or other trading
      activities:

     

            (i)  make
      reasonably available for inspection by the requesting party, one attorney and
      one firm of accountants designated by the requesting party, at

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    reasonable
      times and in a reasonable manner, all relevant financial and other records,
      pertinent corporate documents and properties of the Issuers and their
      subsidiaries;

     

                           
      (ii)  cause
      each Issuers’ officers, directors, employees, accountants and auditors to supply
      all relevant information reasonably requested by the requesting party or any
      such attorney or accountant in connection with any such Registration Statement
      as is customary for similar due diligence examinations; provided,
however, that any information that is designated in writing by the
      Issuers, in good faith, as confidential at the time of delivery of such
      information shall be kept confidential by such Initial Purchaser or any such
      attorney or accountant, unless such disclosure is made in connection with a
      court proceeding or required by law, or such information becomes available
      to
      the public generally or through a third party without an accompanying obligation
      of confidentiality;

     

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

     

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

     

                           
      (v)  obtain
      “comfort” letters and updates thereof from the independent certified public
      accountants of the Issuers (and, if necessary, any other independent certified
      public accountants of any subsidiary of the Issuers or of any business acquired
      by the Issuers for which financial statements and financial data are, or are
      required to be, included in the Registration Statement), addressed to the
      requesting party, in customary form and covering matters of the type customarily
      covered in “comfort” letters in connection with primary underwritten offerings,
      or if requested by the requesting party or its counsel in lieu of a “comfort”
letter, an agreed-upon procedures letter under Statement on Auditing Standards
      No. 35, covering matters requested by the requesting party or its counsel;
      and

     

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

     

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

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

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

     

                                  
      (t)  The
      Issuers shall use their commercially reasonable efforts if the Securities have
      been rated prior to the initial sale of such Securities, to confirm such ratings
      will apply to the Securities or the New Securities, as the case may be, covered
      by a Registration Statement.

     

                                  
      (u)  In
      the
      event that any broker-dealer shall underwrite any Securities or participate
      as a
      member of an underwriting syndicate or selling group or “assist in the
      distribution” (within the meaning of the Conduct Rules) thereof, whether as a
      Holder of such Securities or as an underwriter, a placement or sales agent
      or a
      broker or dealer in respect thereof, or otherwise, the Issuers shall assist
      such
      broker-dealer in complying with the Conduct Rules.

     

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

     

    6.  Registration
      Expenses.  The Issuers shall bear all expenses incurred in
      connection with the performance of their obligations under Sections 2, 3, 4
      and 5 hereof and, in the event of any Shelf Registration Statement, will
      reimburse the Holders for the reasonable fees and disbursements of one firm
      or
      counsel (which shall initially be Cahill Gordon & Reindel llp, but which may
      be another nationally recognized law firm experienced in securities matters
      designated by the Majority Holders) to act as counsel for the Holders in
      connection therewith, and, in the case of any Exchange Offer Registration
      Statement, will reimburse the Initial Purchasers for the reasonable fees and
      disbursements of such counsel acting in connection
      therewith.  Notwithstanding the foregoing, the Holders shall pay all
      agency fees and commissions and underwriting discounts and commissions and
      the
      fees and disbursements of any counsel or other advisors or experts retained
      by
      such Holders (severally or jointly), other than the one counsel specifically
      referred to above.

     

    7.  Indemnification
      and Contribution.

     

    (a)  The
      Issuers agree, jointly and severally, to indemnify and hold harmless each Holder
      of Securities or New Securities, as the case may be, covered by any Registration
      Statement, the Market-Maker with respect to any Market Making Registration
      Statement, each Initial Purchaser and, with respect to any Prospectus delivery
      as contemplated in Section 5(h) hereof, each Exchanging Dealer, the directors,
      officers, employees, Affiliates and agents of each such Holder, Initial
      Purchaser or Exchanging Dealer and each person who controls any such Holder,
      Initial Purchaser or Exchanging Dealer within the meaning of either the
      Securities Act or the Exchange Act against any and all losses, claims, damages
      or liabilities, joint or several, to which they or any of them may become
      subject under the Securities Act, the Exchange Act or other federal or state
      statutory law or regulation, at common law or otherwise, insofar as such


     

    
      
        
        

      

      
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    losses,
      claims, damages or liabilities (or actions in respect thereof) arise out of
      or
      are based upon any untrue statement or alleged untrue statement of a material
      fact contained in a Registration Statement as originally filed or in any
      amendment thereof, in any Market Making Registration Statement as originally
      filed or in any amendment thereof, or in any preliminary Prospectus or the
      Prospectus, or in any amendment thereof or supplement thereto, or arise out
      of
      or are based upon the omission or alleged omission to state therein a material
      fact required to be stated therein or necessary to make the statements therein
      (in the case of any preliminary Prospectus or the Prospectus, in the light
      of
      the circumstances under which they were made) not misleading, and agrees to
      reimburse each such indemnified party, as incurred, for any legal or other
      expenses reasonably incurred by it in connection with investigating or defending
      any such loss, claim, damage, liability or action; provided,
however, that no Issuer will be liable in any such case to the extent
      that any such loss, claim, damage or liability arises out of or is based upon
      any such untrue statement or alleged untrue statement or omission or alleged
      omission made therein in reliance upon and in conformity with written
      information furnished to the Issuers by or on behalf of any Initial Purchaser,
      the Market-Maker or any Holder specifically for inclusion
      therein.  This indemnity agreement shall be in addition to any
      liability that the Issuers may otherwise have.

     

    Each
      Issuer also jointly and severally agrees to indemnify as provided in this
      Section 7(a) or contribute as provided in Section 7(d) hereof to Losses of
      each
      underwriter, if any, of Securities or New Securities, as the case may be,
      registered under a Shelf Registration Statement, their directors, officers,
      employees, Affiliates or agents and each person who controls such underwriter
      on
      substantially the same basis as that of the indemnification of the Initial
      Purchasers and the selling Holders provided in this Section 7(a) and shall,
      if
      requested by any Holder, enter into an underwriting agreement reflecting such
      agreement, as provided in Section 5(p) hereof.

     

    (b)  Each
      Holder of Securities covered by a Registration Statement (including each Initial
      Purchaser that is a Holder, in such capacity and the Market-Maker) severally
      and
      not jointly agrees to indemnify and hold harmless the Issuers, each of their
      respective directors, each of their respective officers who signs such
      Registration Statement and each person who controls the Issuers within the
      meaning of either the Securities Act or the Exchange Act, to the same extent
      as
      the foregoing indemnity from the Issuers to each such Holder, but only with
      reference to written information relating to such Holder furnished to the
      Issuers by or on behalf of such Holder specifically for inclusion in the
      documents referred to in the foregoing indemnity.  This indemnity
      agreement will be in addition to any liability that any such Holder may
      otherwise have.

     

    (c)  Promptly
      after receipt by an indemnified party under this Section 7 or notice of the
      commencement of any action, such indemnified party will, if a claim in respect
      thereof is to be made against the indemnifying party under this Section, notify
      the indemnifying party in writing of the commencement thereof; but the failure
      so to notify the indemnifying party (i) will not relieve it from liability
      under paragraph (a) or (b) above unless and to the extent it did not
      otherwise learn of such action and such failure results in the forfeiture by
      the
      indemnifying party of substantial rights and defenses; and (ii) will not,
      in any event, relieve the indemnifying party from any obligations to any
      indemnified party other than the indemnification obligation provided in
      paragraph (a) or (b) above.  The indemnifying party shall be
      entitled to appoint counsel (including local counsel) of the indemnifying
      party’s choice at the indemnifying party’s 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    expense
      to represent the indemnified party in any action for which indemnification
      is
      sought (in which case the indemnifying party shall not thereafter be responsible
      for the fees and expenses of any separate counsel, other than local counsel
      if
      not appointed by the indemnifying party, retained by the indemnified party
      or
      parties except as set forth below); provided, however, that such
      counsel shall be reasonably satisfactory to the indemnified
      party.  Notwithstanding the indemnifying party’s election to appoint
      counsel (including local counsel) to represent the indemnified party in an
      action, the indemnified party shall have the right to employ separate counsel
      (including local counsel), and the indemnifying party shall bear the reasonable
      fees, costs and expenses of such separate counsel if (i) the use of counsel
      chosen by the indemnifying party to represent the indemnified party would
      present such counsel with a conflict of interest; (ii) the actual or
      potential defendants in, or targets of, any such action include both the
      indemnified party and the indemnifying party and the indemnified party shall
      have reasonably concluded that there may be legal defenses available to it
      and/or other indemnified parties that are different from or additional to those
      available to the indemnifying party; (iii) the indemnifying party shall not
      have employed counsel reasonably satisfactory to the indemnified party to
      represent the indemnified party within a reasonable time after notice of the
      institution of such action; or (iv) the indemnifying party shall authorize
      the indemnified party to employ separate counsel at the expense of the
      indemnifying party.  An indemnifying party will not, without the prior
      written consent of the indemnified parties (such consent not be to unreasonably
      withheld or delayed), settle or compromise or consent to the entry of any
      judgment with respect to any pending or threatened claim, action, suit or
      proceeding in respect of which indemnification or contribution may be sought
      hereunder (whether or not the indemnified parties are actual or potential
      parties to such claim or action) unless such settlement, compromise or consent
      includes an unconditional release of each indemnified party from all liability
      arising out of such claim, action, suit or proceeding.

     

    (d)  In
      the
      event that the indemnity provided in paragraph (a) or (b) of this Section
      is unavailable to or insufficient to hold harmless an indemnified party for
      any
      reason, then each applicable indemnifying party shall have a joint and several
      obligation to contribute to the aggregate losses, claims, damages and
      liabilities (including legal or other expenses reasonably incurred in connection
      with investigating or defending any loss, claim, liability, damage or action)
      (collectively “Losses”) to which such indemnified party may be subject in
      such proportion as is appropriate to reflect the relative benefits received
      by
      such indemnifying party, on the one hand, and such indemnified party, on the
      other hand, from the Initial Placement and the Registration Statement or Market
      Maker Registration Statement which resulted in such Losses; provided,
however, that in no case shall any Initial Purchaser be responsible,
      in
      the aggregate, for any amount in excess of the purchase discount or commission
      applicable to such Security, or in the case of a New Security, applicable to
      the
      Security that was exchangeable into such New Security, as set forth in the
      Final
      Memorandum, nor shall any underwriter be responsible for any amount in excess
      of
      the underwriting discount or commission applicable to the securities purchased
      by such underwriter under the Registration Statement or Market Maker
      Registration Statement which resulted in such Losses.  If the
      allocation provided by the immediately preceding sentence is unavailable for
      any
      reason, the indemnifying party and the indemnified party shall contribute in
      such proportion as is appropriate to reflect not only such relative benefits
      but
      also the relative fault of such indemnifying party, on the one hand, and such
      indemnified party, on the other hand, in connection with the statements or
      omissions which resulted in such Losses as well as any other relevant equitable
      considerations.  Benefits received 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    by
      the
      Issuer shall be deemed to be equal to the total net proceeds from the Initial
      Placement (before deducting expenses) as set forth in the Final
      Memorandum.  Benefits received by the Initial Purchasers shall be
      deemed to be equal to the total purchase discounts and commissions as set forth
      on the cover page of the Final Memorandum, and benefits received by any other
      Holders or the Market-Maker shall be deemed to be equal to the value of
      receiving Securities or New Securities, as applicable, registered under the
      Securities Act.  Benefits received by any underwriter shall be deemed
      to be equal to the total underwriting discounts and commissions, as set forth
      on
      the cover page of the Prospectus forming a part of the Registration Statement
      which resulted in such Losses.  Relative fault shall be determined by
      reference to, among other things, whether any untrue or any alleged untrue
      statement of a material fact or omission or alleged omission to state a material
      fact relates to information provided by the indemnifying party, on the one
      hand,
      or by the indemnified party, on the other hand, the intent of the parties and
      their relative knowledge, access to information and opportunity to correct
      or
      prevent such untrue statement or omission.   The parties agree
      that it would not be just and equitable if contribution were determined by
      pro
      rata allocation (even if the Holders were treated as one entity for such
      purpose) or any other method of allocation which does not take account of the
      equitable considerations referred to above.  Notwithstanding the
      provisions of this paragraph (d), no person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities
      Act) shall be entitled to contribution from any person who was not guilty of
      such fraudulent misrepresentation.  For purposes of this Section, each
      person who controls a Holder within the meaning of either the Securities Act
      or
      the Exchange Act and each director, officer, employee and agent of such Holder
      shall have the same rights to contribution as such Holder, and each person
      who
      controls any Issuer within the meaning of either the Securities Act or the
      Exchange Act, each officer, director, employee and agent of Issuers who shall
      have signed the Registration Statement or Market Making Registration Statement
      and each director of the Issuers shall have the same rights to contribution
      as
      the Issuers, subject in each case to the applicable terms and conditions of
      this
      paragraph (d).

     

    (e)  The
      provisions of this Section will remain in full force and effect, regardless
      of
      any investigation made by or on behalf of any Holder or the Issuers or any
      of
      the indemnified persons referred to in this Section 7, and will survive the
      sale
      by a Holder of securities covered by a Registration Statement.

     

    8.  Underwritten
      Registrations.

     

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

     

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

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    9.  Registration
      Defaults.  The Issuers agree to pay, jointly and severally, as
      liquidated damages, additional interest on the Senior Notes (“Additional
      Interest”) if:

     

                                  
      (a)  on
      or
      prior to the 367th day after the Closing Date, the Issuers have not exchanged
      New Securities for all Securities tendered in accordance with the terms of
      a
      Registered Exchange Offer;

     

                                  
      (b)  on
      or
      prior to the 367th day after the Closing Date, a Shelf Registration Statement
      has not been declared effective, if applicable; or

     

                                  
      (c)  any
      Registration Statement required by this Agreement has been declared effective
      but ceases to be effective at any time at which it is required to be effective
      under this Agreement

     

    (each
      such event referred to in clauses (a) through (c) a “Registration
      Default”), then, except during any suspension of the availability of the
      Shelf Registration and any related Prospectus pursuant to Section 5(k)(ii),
      Additional Interest will accrue on the principal amount of the applicable series
      of Securities (in addition to the stated interest on the applicable set of
      Securities) at a rate of 0.25 percent per annum (which rate will be increased
      by
      an additional 0.25 percent per annum for each subsequent 90-day period during
      which such Additional Interest continues to accrue; provided that the
      rate at which such Additional Interest accrues may in no event exceed 0.50
      percent per annum) commencing on (x) the 368th day after the date of this
      Agreement, in the cases of subsections (a) and (b) above, or (y) the day on
      which such Shelf Registration Statement ceases to be effective, in the case
      of
      subsection (c) above; provided, however, that upon the exchange of
      New Securities for all Securities tendered (in the case of subsection (a)
      above), or upon the effectiveness of a Shelf Registration Statement (in the
      case
      of subsection (b) above) or upon the effectiveness of the Registration Statement
      which had ceased to remain effective (in the case of subsection (c) above),
      Additional Interest on such Securities as a result of such subsection shall
      cease to accrue.

     

    Any
      amounts of Additional Interest due will be payable on the same original interest
      payment dates as interest on the Senior Notes is payable.  Such
      Additional Interest will be payable in the form of additional Senior Notes
      if
      the then applicable interest rate thereon exceeds 10.375% with respect to the
      Senior Notes.

     

    10.  No
      Inconsistent Agreements.  Each Issuer has not entered into, and
      agrees not to enter into, any agreement with respect to its securities that
      is
      inconsistent with the rights granted to the Holders herein or that otherwise
      conflicts with the provisions hereof.

     

    11.  Amendments
      and Waivers.  The provisions of this Agreement may not be amended,
      qualified, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the Issuers have obtained the
      written consent of the Holders of a majority of the aggregate principal amount
      of the Registrable Securities outstanding (and, with respect to the provisions
      of Section 4 hereof, the written consent of the Market-Maker); provided
      that, with respect to any matter that directly or indirectly affects the rights
      of any Initial Purchaser hereunder, the Issuers shall obtain the written consent
      of each such Initial Purchaser against which such amendment, qualification,
      supplement, waiver or consent is to be 

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    effective;
      provided, further, that no amendment, qualification, supplement,
      waiver or consent with respect to Section 9 hereof shall be effective as against
      any Holder of Registered Securities unless consented to in writing by such
      Holder; and provided, further, that the provisions of this Section
      11 may not be amended, qualified, modified or supplemented, and waivers or
      consents to departures from the provisions hereof may not be given, unless
      the
      Issuers have obtained the written consent of the Initial Purchasers and each
      Holder.  Notwithstanding the foregoing (except the foregoing
      provisos), a waiver or consent to departure from the provisions hereof with
      respect to a matter that relates exclusively to the rights of Holders whose
      Securities or New Securities, as the case may be, are being sold pursuant to
      a
      Registration Statement and that does not directly or indirectly affect the
      rights of other Holders may be given by the Majority Holders, determined on
      the
      basis of Securities or New Securities, as the case may be, being sold rather
      than registered under such Registration Statement.

     

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

     

                                  
      (a)  if
      to a
      Holder or the Market-Maker, at the most current address given by such Holder
      or
      the Market-Maker to the Issuers in accordance with the provisions of this
      Section 12, which address initially is, with respect to each Holder, the address
      of such Holder maintained by the Trustee under the Indenture;

     

                                  
      (b)  if
      to the
      Representatives, initially at the address or addresses set forth in the Purchase
      Agreement; and

     

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

     

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

     

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

     

    13.  Successors.  This
      Agreement shall inure to the benefit of and be binding upon the parties hereto,
      their respective successors and assigns, including, without the need for an
      express assignment or any consent by the Issuers thereto, subsequent Holders
      of
      Securities and the New Securities, and the indemnified persons referred to
      in
      Section 7 hereof.  The Issuers hereby agree to extend the benefits of
      this Agreement to any Holder of Securities and the New Securities, and any
      such
      Holder may specifically enforce the provisions of this Agreement as if an
      original party hereto.

     

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

     

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

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    16.  Applicable
      Law.  This Agreement shall be governed by and construed in
      accordance with the laws of the State of New York applicable to contracts made
      and to be performed in the State of New York.  The parties hereto each
      hereby waive, to the fullest extent permitted by applicable law, any right
      to
      trial by jury in any action, proceeding or counterclaim arising out of or
      relating to this Agreement.

     

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

     

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

     


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


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

     

                                Very
      truly
      yours,

     

                                 ALLTEL
      COMMUNICATIONS,
      INC.

     

                                By:    /s/
      Sharilyn S. Gasaway

                                                                         
      Name: Sharilyn S. Gasaway

                                                     
Title:
      Executive Vice
      President and Chief 

                                                                                                                                                                                                            Financial
      Officer

     

                                ALLTEL
      COMMUNICATIONS, FINANCE, INC.

     

                                By:   
      /s/ Sharilyn S. Gasaway

                                                                         
      Name: Sharilyn S. Gasaway

                                                                         
      Title: Executive Vice President and Chief 

                                                                                                                                                                                                           
      Financial Officer

     

                                ALLTEL
      CORPORATION

     

                                By:  
       /s/ Sharilyn S. Gasaway

                                                                         
      Name: Sharilyn S. Gasaway

                                                                         
      Title: Executive Vice President and Chief

                                                                                                                                                                                                           
      Financial Officer

     

                                EACH
      OF THE
      SUBSIDIARY GUARANTORS 

                                LISTED
      ON ANNEX A
      HERETO

     

                                By:   
      /s/ Sharilyn S. Gasaway

                                                                         
      Name: Sharilyn S. Gasaway

                                                                         
      Title: Authorized Signatory

     

    



    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    


    The
      foregoing Agreement is hereby confirmed and

    accepted
      as of the date first above written.

     

    CITIGROUP
      GLOBAL MARKETS INC.

    GOLDMAN,
      SACHS & CO.

     

     

    By:           Citigroup
      Global Markets Inc.

     

    By          
      /s/ Ross
      MacIntyre                                                  

    Name:
      Ross MacIntyre

    Title:
      Managing Director

     

    For
      itself and the other several Initial

    Purchasers
      named in Schedule I to the

    Purchase
      Agreement.

    



    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    ANNEX
      A

    


     

    Subsidiary
      Guarantors

     

    
      	
              ACI
                Procurement Company LP

            
	
              ALLTEL
                Cellular Associates of Arkansas Limited Partnership

            
	
              ALLTEL
                Communications Investments, Inc.

            
	
              ALLTEL
                Communications of Michigan RSA #4, Inc.

            
	
              ALLTEL
                Communications of Michigan RSA #6 Cellular Limited
                Partnership

            
	
              ALLTEL
                Communications of Michigan RSAs, Inc.

            
	
              ALLTEL
                Communications of Mississippi RSA #2, Inc.

            
	
              ALLTEL
                Communications of Mississippi RSA #6, Inc.

            
	
              ALLTEL
                Communications of Mississippi RSA #7, Inc.

            
	
              ALLTEL
                Communications of Nebraska, Inc.

            
	
              ALLTEL
                Communications of New Mexico, Inc.

            
	
              ALLTEL
                Communications of North Arkansas, Inc.

            
	
              ALLTEL
                Communications of North Louisiana Cellular Limited
                Partnership

            
	
              ALLTEL
                Communications of Ohio No. 2, Inc.

            
	
              ALLTEL
                Communications of Ohio No. 3, Inc.

            
	
              ALLTEL
                Communications of Petersburg, Inc.

            
	
              ALLTEL
                Communications of Pine Bluff, LLC

            
	
              ALLTEL
                Communications of Saginaw, Inc.

            
	
              ALLTEL
                Communications of South Arkansas, Inc.

            
	
              ALLTEL
                Communications of Southern Michigan Cellular Limited
                Partnership

            
	
              ALLTEL
                Communications of Southern Michigan, Inc.

            
	
              ALLTEL
                Communications of Southwest Arkansas Cellular Limited
                Partnership

            
	
              ALLTEL
                Communications of Texarkana, Inc.

            
	
              ALLTEL
                Communications of Texas Limited Partnership

            
	
              ALLTEL
                Communications of the Southwest Limited Partnership

            
	
              ALLTEL
                Communications of Virginia No. 1, Inc.

            
	
              ALLTEL
                Communications of Virginia, Inc.

            
	
              ALLTEL
                Communications Southwest Holdings,
                Inc.

            


    

    


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    
      	
              ALLTEL
                Communications Wireless of Louisiana, Inc.

            
	
              ALLTEL
                Communications Wireless, Inc.

            
	
              Alltel
                Group

            
	
              Alltel
                Group LLC

            
	
              Alltel
                Incentives LLC

            
	
              ALLTEL
                International Holding, Inc.

            
	
              ALLTEL
                Investments, Inc.

            
	
              ALLTEL
                Mobile of Louisiana, LLC

            
	
              ALLTEL
                Newco LLC

            
	
              ALLTEL
                Ohio Limited Partnership

            
	
              ALLTEL
                Properties, LLC

            
	
              ALLTEL
                Remote Access, Inc.

            
	
              ALLTEL
                Telelink, Inc.

            
	
              ALLTEL
                Wireless Holdings of Nebraska, Inc.

            
	
              ALLTEL
                Wireless Holdings, LLC

            
	
              ALLTEL
                Wireless of Alexandria, LLC

            
	
              ALLTEL
                Wireless of LaCrosse, LLC

            
	
              ALLTEL
                Wireless of Michigan RSA #1 and RSA #2, Inc.

            
	
              ALLTEL
                Wireless of Mississippi RSA #5, LLC

            
	
              ALLTEL
                Wireless of North Louisiana, LLC

            
	
              ALLTEL
                Wireless of Shreveport, LLC

            
	
              ALLTEL
                Wireless of Texarkana, LLC

            
	
              ALLTEL
                Wireless of Wisconsin Appleton-Oshkosh- Neenah MSA, LLC

            
	
              ALLTEL
                Wireless of Wisconsin RSA #1, LLC

            
	
              ALLTEL
                Wireless of Wisconsin RSA #10, LLC

            
	
              ALLTEL
                Wireless of Wisconsin RSA #2, LLC

            
	
              ALLTEL
                Wireless of Wisconsin RSA #3, LLC

            
	
              ALLTEL
                Wireless of Wisconsin RSA #6, LLC

            
	
              ALLTEL
                Wireless of Wisconsin RSA #8, LLC

            
	
              Appleton-Oshkosh-Neenah
                MSA Limited Partnership

            
	
              Cellular
                of Southern Illinois, Inc.

            


    

    


    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    
      	
              Celutel,
                Inc.

            
	
              Central
                Florida Cellular Telephone Company, Inc.

            
	
              Control
                Communications Industries, Inc.

            
	
              CP
                National Corporation

            
	
              Dynalex,
                Inc.

            
	
              Eau
                Claire Cellular Telephone Limited Partnership

            
	
              Eau
                Claire Cellular, Inc.

            
	
              First
                Wireless, LLC

            
	
              Great
                Western Cellular Holdings, LLC

            
	
              ID
                Holding, LLC

            
	
              KIN
                Network, Inc.

            
	
              Midwest
                Wireless Communications L.L.C.

            
	
              Midwest
                Wireless Holdings L.L.C.

            
	
              Midwest
                Wireless Iowa L.L.C.

            
	
              Midwest
                Wireless Wisconsin L.L.C.

            
	
              Minford
                Cellular Telephone Company

            
	
              MVI
                Corp.

            
	
              N12AR,
                LLC

            
	
              North-West
                Cellular of Eau Claire, Inc.

            
	
              Ocean
                Technology, Inc.

            
	
              Ocean
                Technology International, Inc.

            
	
              Pacific
                Telecom Cellular of Washington, Inc.

            
	
              Pacific
                Telecom Cellular, Inc.

            
	
              Pascagoula
                Cellular Services, Inc.

            
	
              Radiofone,
                Inc.

            
	
              RCTC
                Wholesale Corporation

            
	
              Saginaw
                Bay Cellular Company

            
	
              Six
                Zulu Echo, LLC

            
	
              Southern
                Illinois Cellular Corp.

            
	
              Southern
                Illinois RSA Partnership

            
	
              Switch
                2000 LLC

            


    

    


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

    
      	
              Telecor
                Cellular, Inc.

            
	
              Tucson
                21 Cellular Limited Partnership

            
	
              UC/PTC
                of Wisconsin, LLC

            
	
              Universal
                Cellular, Inc.

            
	
              Virginia
                Cellular LLC

            
	
              Western
                CLEC Corporation

            
	
              Western
                COG Corporation

            
	
              Western
                Wireless International Austria Corporation

            
	
              Western
                Wireless International Bolivia III Corporation

            
	
              Western
                Wireless International Corporation

            
	
              Western
                Wireless International Georgia Corporation

            
	
              Western
                Wireless International Ghana Corporation

            
	
              Western
                Wireless International Haiti Corporation

            
	
              Western
                Wireless International Holding Corporation

            
	
              Western
                Wireless International Ivory Coast Corporation

            
	
              Western
                Wireless International Ivory Coast II Corporation

            
	
              Western
                Wireless International Kosovo Corporation

            
	
              Western
                Wireless International SakSat Corporation

            
	
              Western
                Wireless International Slovenia Corporation

            
	
              Western
                Wireless International Slovenia II Corporation

            
	
              Western
                Wireless LLC

            
	
              WWC
                CLEC Holding Corporation

            
	
              WWC
                Holding Co., Inc.

            
	
              WWC
                License Holding LLC

            
	
              WWC
                License LLC

            
	
              WWC
                Systems Purchasing Corporation

            
	
              WWC
                Texas RSA Holding Corporation

            
	
              WWC
                Texas RSA Limited Partnership

            


    

    


     


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    


    


    ANNEX
      B

    Each
      broker-dealer that receives new securities for its own account pursuant to
      the
      Exchange Offer must acknowledge that it will deliver a prospectus in connection
      with any resale of such new securities.  The Letter of Transmittal
      states that by so acknowledging and by delivering a prospectus, a broker-dealer
      will not be deemed to admit that it is an “underwriter”  within the
      meaning of the Securities Act.  This prospectus, as it may be amended
      or supplemented from time to time, may be used by a broker-dealer in connection
      with resales of new securities received in exchange for securities where such
      securities were acquired by such broker-dealer as a result of market-making
      activities or other trading activities.  The issuers have agreed that,
      starting on the expiration date of the exchange offer and ending on the close
      of
      business 180 days after the expiration of the exchange offer, they will make
      this prospectus available to any broker-dealer for use in connection with any
      such resale.  See “Plan of Distribution.”

     


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    ANNEX
      C

     

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

     


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    ANNEX
      D

     

    


     

    PLAN
      OF DISTRIBUTION

     

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

     

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

     

    For
      a
      period of 180 days after the expiration of the Exchange Offer, the issuers
      will
      promptly send additional copies of this prospectus and any amendment or
      supplement to this prospectus to any broker-dealer that requests such documents
      in the Letter of Transmittal.  The issuers have agreed to pay all
      expenses incident to the Exchange Offer (including the expenses of one counsel
      for the holder of the securities) other than commissions or concessions of
      any
      brokers or dealers and will indemnify the holders of the securities (including
      any broker-dealers) against certain liabilities, including liabilities under
      the
      Securities Act.

     

    [If
      applicable, add information required by Regulation S-K Items 507 and/or
      508.]

     


    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    ANNEX
      E

     

    Rider
      A

     

    PLEASE
      FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO
      RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS
      OR SUPPLEMENTS THERETO.

     

    Name:                                                                                                                                    

    Address:                                                                                                        
                           

                                                                                              
      

    


     

    Rider
      B

     

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

     

    


    
E-1