EXCHANGE AGENT AGREEMENT J.P. Morgan Trust Company, National Association

      1. You will perform such duties and only such duties as are specifically set forth in the section of the Prospectus captioned “The Exchange Offer,” in the Letter of Transmittal accompanying the Prospectus or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith and without gross negligence or willful misconduct be limited by the foregoing.

      2. You will establish an account with respect to the Private Notes at The Depository Trust Company (the “Book-Entry Transfer Facility”) for purposes of the Exchange Offer within two business days after the date of the Prospectus, and any financial institution that is a participant in the Book-Entry Transfer Facility’s systems may make book-entry delivery of Private Notes by causing the Book-Entry Transfer Facility to transfer the Private Notes into your account in accordance with the Book-Entry Transfer Facility’s procedures for such transfer.

      3. You are to examine each of the Letters of Transmittal and confirmations of book-entry transfers of Private Notes into your account at the Book-Entry Transfer Facility and any other documents delivered or mailed to you by or for holders of the Private Notes, to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein and that such book-entry confirmations are in due and proper form and contain the information required to be set forth therein, and (ii) the Private Notes have otherwise been

properly tendered. In each case where a Letter of Transmittal or any other document has been improperly completed or executed, or where book-entry confirmations are not in due and proper form or omit certain information, or there is some other irregularity in connection with the acceptance of the Exchange Offer, you will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action that may be necessary or advisable to cause the irregularity to be corrected.

      4. With the approval of the Chairman, the President and Chief Executive Officer, any Vice President or the General Counsel of the Company (such approval, if given orally, to be confirmed in writing) or any other person designated by such an officer in writing, you are authorized to waive any irregularities in connection with any tenders of Private Notes in response to the Exchange Offer.

      5. Tenders of Private Notes may be made only as set forth in the Letter of Transmittal and in the section of the Prospectus captioned “The Exchange Offer — Procedures for Tendering Notes,” and Private Notes will be considered properly tendered to you only when they are tendered in accordance with those procedures. Notwithstanding the provisions of this paragraph 5, Private Notes which the Chairman, the President and Chief Executive Officer, any Vice President or the General Counsel or any other officer of the Company designated by any such person shall approve as having been properly tendered shall be considered to be properly tendered (such approval, if given orally, to be confirmed in writing).

      6. You shall advise the Company with respect to any Private Notes received subsequent to the Expiration Date and accept its instructions with respect to disposition of such Private Notes.

      7. You shall accept tenders:

      (a) in cases where the Private Notes are registered in two or more names only if signed by all named holders;

      (b) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority so to act is submitted; and

      (c) from persons other than the registered holder of Private Notes only if customary transfer requirements, including those regarding any applicable transfer taxes, are fulfilled.

      You shall accept partial tenders of Private Notes when so indicated and as permitted in the Letter of Transmittal and return any untendered Private Notes to the holder (or such other person as may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer.

      8. Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Company will notify you (such notice if given orally, to be confirmed in writing) of its acceptance, promptly after the Expiration Date, of all Private Notes properly tendered and you, on behalf of the Company, will exchange such Private Notes for Exchange Notes and will cause such Private Notes to be canceled. Delivery of Exchange Notes will be made on behalf of the Company by you, at the rate of $1,000 principal amount of Exchange Notes for each $1,000 principal amount of the Private Notes tendered, promptly after notice (such notice if given orally, to be confirmed in writing) of acceptance of the Private Notes by the Company; provided, however, that in all cases, Private Notes tendered in response to the Exchange Offer will be exchanged only after timely receipt by you of confirmation of book-entry transfer of the tendered Private Notes into your account at the Book-Entry Transfer Facility, a properly completed and, except as described in the section of the prospectus captioned “The Exchange Offer — Procedures for Tendering Notes,” duly executed Letter of Transmittal (or facsimile of one) with any required signature guarantees and any other required documents. Unless otherwise instructed by the Company, you will issue Exchange Notes only in denominations of $1,000 or any integral multiple of that amount.

      9. Tenders in response to the Exchange Offer are irrevocable, except that, subject to the terms and upon the conditions set forth in the Prospectus and the Letter of Transmittal, Private Notes tendered in

response to the Exchange Offer may be withdrawn at any time on or prior to the Expiration Date in accordance with the terms of the Exchange Offer.

      10. The Company shall not be required to issue Exchange Notes in exchange for all or any of the Private Notes that are tendered if any of the conditions set forth in the Exchange Offer are not met. Notice of any decision by the Company not to issue Exchange Notes in exchange for all or any of the Private Notes that are tendered shall be given (and confirmed in writing) by the Company to you.

      11. If, pursuant to the Exchange Offer, the Company does not accept for exchange all or part of the Private Notes that are tendered because of invalid tenders, the occurrence of certain other events set forth in the Prospectus or otherwise, you shall as soon as practicable after the expiration or termination of the Exchange Offer, return those unaccepted Private Notes by appropriate book-entry transfer, together with any related required documents and the Letters of Transmittal relating to them that are in your possession, to the persons who surrendered them.

      12. You are not authorized to pay or offer to pay any concessions, commissions or other solicitation fees to any broker, dealer, commercial bank, trust company or other nominee or to engage or use any person to solicit tenders.

      13. As Exchange Agent hereunder, you:

      (a) shall have no duties or obligations other than those specifically set forth in the Prospectus, the Letter of Transmittal or herein or as may be subsequently agreed to in writing by you and the Company;

      (b) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any of the Private Notes submitted to you in response to the Exchange Offer, and will not be required to and will make no representation as to the validity, value or genuineness of the Exchange Offer;

      (c) will not be obligated to take any legal action hereunder which might in your reasonable judgment involve any expense or liability, unless you have been furnished with reasonable indemnity;