EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

Exhibit 4.5

EXECUTION COPY

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

by and among

CHILL ACQUISITION, INC.,

THE OTHER GUARANTORS FROM TIME TO TIME PARTY THERETO,

GSO DOMESTIC CAPITAL FUNDING LLC,

GSO COF FACILITY LLC,

GSO ORIGINATION FUNDING PARTNERS LP,

FARALLON FUNDING, L.L.C.,

ALPINVEST PARTNERS MEZZANINE 2007 C.V.,

KKR FINANCIAL HOLDINGS III, LLC,

CMP II INITIAL HOLDINGS, L.L.C.

$500,000,000

13.50%/14.00% SENIOR SUBORDINATED NOTES DUE 2016

Dated as of February 13, 2008

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

This Exchange and Registration Rights Agreement (this “ Agreement ”) is made and entered into as of February 13, 2008, by and among Chill Acquisition, Inc., a Delaware corporation (“ MergerCo ” or, in its capacity as issuer of the Notes (defined below), the “ Issuer ”), GSO Domestic Capital Funding LLC (“ GSO Domestic Capital ”), GSO COF Facility LLC (“ GSO COF ”), GSO Origination Funding Partners LP (“ GSO Origination Funding ” and, together with GSO Domestic Capital and GSO COF, the “ GSO Purchasers ”), Farallon Funding, L.L.C. (“ Farallon Funding ”), AlpInvest Partners Mezzanine 2007 C.V. (“ AlpInvest ”), KKR Financial Holdings III, LLC (“ KKR Financial ”) and CMP II Initial Holdings, L.L.C. (“ CMP II ” and, together with the GSO Purchasers, Farallon Funding, AlpInvest and KKR Financial, the “ Purchasers ”).

RECITALS

WHEREAS, pursuant to (a) that certain Indenture, dated as of February 13, 2008, between the Issuer and Wells Fargo Bank, National Association, as Trustee (as amended, supplemented or modified from time to time, the “ Indenture ”) and (b) that certain Note Purchase Agreement, dated as of February 13, 2008, among the Purchasers and the Issuer (as amended, supplemented or modified from time to time, the “ Purchase Agreement ”), the Issuer is issuing and selling to the Purchasers on the date hereof its 13.50%/14.00% Senior Subordinated Notes Due 2016 in an original aggregate principal amount of $500,000,000 (together with all notes issued in exchange, substitution or replacement therefor (other than the Exchange Notes (defined below)), the “ Notes ”).

Upon consummation of the Merger (defined below) on the Closing Date the Guarantors (as defined in the Indenture) will be required to execute the Guarantor Supplemental Indenture, pursuant to which the Guarantors will guarantee all the obligations of the Issuer under the Notes and the Indenture to the extent required by the Indenture.

Furthermore, upon consummation of the Merger, the Company and the Initial Guarantors will be required to execute a Joinder and Assumption Agreement in the form of Exhibit A to the Purchase Agreement pursuant to which the Company will assume all obligations of the Issuer under this Agreement and each of the Initial Guarantors will assume all of the obligations of a guarantor under this Agreement.

As an inducement to the Purchasers to enter into the Purchase Agreement, the Issuer agrees with the Purchasers, for the benefit of the Holders (including, without limitation, the Purchasers), as follows:

1. Definitions .

Terms that are not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement, or, if not defined therein, in the Indenture. The following terms shall have the meanings specified below (it being understood that defined terms shall include in the singular number the plural and in the plural the singular):

“ Advice ” is defined in Section 5(t).

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“ Agreement ” is defined in the Preamble.

“ AlpInvest ” is defined in the Preamble.

“ Blackout Period ” is defined in Section 3(d).

“ CMP II ” is defined in the Preamble.

“ Commission ” means the Securities and Exchange Commission.

“ Company ” is defined in the Recitals.

“ Day ” means a calendar day, unless otherwise expressly provided.

“ Effectiveness Date ” means (i) in the case of the Exchange Offer Registration Statement, the 180th day from the Closing Date, provided that such date shall be extended for up to an additional 90 days during the period the Commission is reviewing the Exchange Offer Registration Statement and (ii) in the case of the Initial Shelf Registration Statement, the 120 ^th day from the date of delivery of the Shelf Notice; provided that such date shall be extended for up to an additional 90 days during the period the Commission is reviewing the Initial Shelf Registration Statement.

“ Effectiveness Period ” is defined in Section 3(a).

“ Event Date ” is defined in Section 4(b).

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Exchange Guarantees ” is defined in Section 2(a).

“ Exchange Notes ” means the 13.50%/14.00% Senior Subordinated Notes Due 2016 of the Company, identical in all material respects to the Notes except that restrictive legends, restrictions on transfer and liquidated damages provisions shall be eliminated from the Exchange Notes and all notes issued in exchange, substitution or replacement for such Exchange Notes.

“ Exchange Offer ” is defined in Section 2(a).

“ Exchange Offer Registration Statement ” is defined in Section 2(a).

“ Farallon Funding ” is defined in the Preamble.

“ Filing Date ” is defined in Section 2(a).

“ FINRA ” means the Financial Industry Regulatory Authority.

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“ Free-Writing Prospectus ” shall mean an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, that is prepared by or on behalf of the Company.

“ GSO COF ” is defined in the Preamble.

“ GSO Domestic Capital ” is defined in the Preamble.

“ GSO Origination Funding ” is defined in the Preamble.

“ GSO Purchasers ” is defined in the Preamble.

“ Guarantees ” means the senior subordinated guarantees given by the Guarantors to the Holders pursuant to the Indenture.

“ Holders ” shall have the meaning set forth in the Indenture.

“ Indemnified Party ” is defined in Section 6(c).

“ Indemnifying Party ” is defined in Section 6(c).

“ Indenture ” is defined in the Recitals.

“ Initial Shelf Registration Statement ” is defined in Section 3(a).

“ Inspectors ” is defined in Section 5(n).

“ Institutional Investor ” means an entity that trades large volumes of securities, such as investment companies, mutual funds, brokerages, insurance companies, pension funds, investment banks and endowment funds.

“ Issuer ” is defined in the Preamble.

“ KKR Financial ” is defined in the Preamble.

“ Liquidated Damages ” is defined in Section 4(a).

“ Losses ” is defined in Section 6(a).

“ Maximum Contribution Amount ” is defined in Section 6(e).

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

“ MergerCo ” is defined in the Preamble.

“ Notes ” is defined in the Recitals.

“ Participating Broker-Dealer ” is defined in Section 2(e).

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“ Prospectus ” means 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 or Rule 430B), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“ Purchase Agreement ” is defined in the Recitals.

“ Purchaser ” or “ Purchasers ” is defined in the Preamble.

“ Records ” is defined in Section 5(n).

“ Registrable Notes ” (i) Notes (for purposes of this definition which shall include the Guarantees) and (ii) Exchange Notes (for purposes of this definition which shall include the Exchange Guarantees) received in the Exchange Offer as to which Section 2(h)(iii) is applicable and as to which notice under Section 2(h)(iii) has been timely delivered to the Company, in each case that may not be sold without restriction under federal or state securities laws until, in each case, the earliest to occur of (a) a Registration Statement (other than, with respect to any Exchange Notes as to which Section 2(h)(iii) is applicable and as to which notice under Section 2(h)(iii) has been timely delivered to the Company, the Exchange Offer Registration Statement) covering such Note or Exchange Note has been declared effective by the Commission and such Note or Exchange Note, as the case may be, has been disposed of in accordance with such effective Registration Statement, (b) such Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or Exchange Notes that may be resold without restriction under state and federal securities laws (other than prospectus delivery requirements), (c) such Note, or Exchange Note, as the case may be, ceases to be outstanding or (d) such Note or Exchange Note, as the case may be, may be resold by non-affiliates of the Company without restriction as to volume pursuant to Rule 144 (as amended or replaced) or have been resold pursuant to Rule 144 (as amended or replaced) under the Securities Act.

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

“ Rule 158 ” means Rule 158 under the Securities Act (or any successor provision), as it may be amended from time to time.

“ Rule 405 ” means Rule 405 under the Securities Act (or any successor provision), as it may be amended from time to time.

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“ Rule 415 ” means Rule 415 under the Securities Act (or any successor provision), as it may be amended from time to time.

“ Rule 424 ” means Rule 424 under the Securities Act (or any successor provision), as it may be amended from time to time.

“ Rule 430A ” means Rule 430A under the Securities Act (or any successor provision), as it may be amended from time to time.

“ Rule 430B ” means Rule 430B under the Securities Act (or any successor provision), as it may be amended from time to time.

“ Shelf Notice ” is defined in Section 2(h).

“ Shelf Registration Statement ” is defined in Section 3(b).

“ Subsequent Shelf Registration Statement ” is defined in Section 3(b).

“ Underwritten Registration ” or “ Underwritten Offering ” means a registration in which securities of the Company are sold to an underwriter for reoffering to the public.

2. Exchange Offer

(a) The Company and the Guarantors shall (i) prepare and file with the Commission (the date of such filing, the “ Filing Date ”) a registration statement (the “ Exchange Offer Registration Statement ”) on an appropriate form under the Securities Act with respect to an offer (an “ Exchange Offer ”) to the Holders to issue and deliver to such Holders, in exchange for the Notes, a like principal amount of Exchange Notes, guaranteed on a senior subordinated basis by the Guarantors (the “ Exchange Guarantees ”) on terms identical to the Guarantees of the Notes, except that the Exchange Notes and Exchange Guarantees shall have been registered pursuant to an effective registration statement and except that restrictive legends, restrictions on transfer and liquidated damages provisions shall be eliminated from the Exchange Notes and the Exchange Guarantees, (ii) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective no later than the Effectiveness Date, (iii) use commercially reasonable efforts to keep the Exchange Offer Registration Statement open for at least 20 Business Days (or longer if required by applicable law) after the date notice of the Exchange Offer is mailed to Holders, (iv) use commercially reasonable efforts to consummate the Exchange Offer whereby (A) the Company shall issue, promptly after the completion of the Exchange Offer, Exchange Notes in exchange for all Notes validly tendered and not withdrawn prior thereto in the Exchange Offer and (B) the Guarantors will issue Exchange Guarantees guaranteeing the Company’s obligations under the Exchange Notes and (v) take all commercially reasonable actions to ensure that any Free-Writing Prospectus utilized by the Company in connection with any registration required by this Agreement complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of

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the circumstances under which they were made, not misleading. An Exchange Offer shall not be subject to any conditions, other than that (i) such Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the Commission, (ii) the due tendering of Registrable Notes in accordance with the Exchange Offer, (iii) that each Holder of Registrable Notes exchanged in the Exchange Offer shall have represented that all Exchange Notes to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes and shall have made such other representations as may be reasonably necessary under applicable Commission rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the Securities Act available, (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company’s judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and no material adverse development shall have occurred in any existing action or proceeding with respect to the Company and (v) all governmental approvals shall have been obtained which the Company deems necessary for the consummation of the Exchange Offer. The Exchange Offer will be deemed to have been completed only if the Exchange Notes and the Exchange Guarantees received in the Exchange Offer for Registrable Securities by Holders that meet the conditions for participation in the Exchange Offer are, upon receipt, transferable by each such Holder without restriction under the Securities Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America, it being understood that broker-dealers or affiliates of the Company or the Guarantors receiving Exchange Notes and Exchange Guarantees will be subject to certain prospectus delivery requirements with respect to resale of the Exchange Notes and Exchange Guarantees.

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

(c) Interest on each of the Exchange Notes will be payable (i) from the later of (A) the last interest payment date on which interest was paid on the Notes surrendered in exchange therefor, or (B) if the Notes are surrendered for exchange on a date in a period which 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 (ii) if no interest has been paid on such Notes, from the original issue date of the Notes.

(d) The Company and the Guarantors may require each Holder as a condition to participation in the Exchange Offer to represent (i) that any Exchange Notes received by it will be acquired in the ordinary course of its business, (ii) that at the time of the commencement and consummation of the Exchange Offer such Holder has not entered into any arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) that such Holder is not an affiliate of the Company and the Guarantors within the meaning of the Securities Act, or, if it is an affiliate of the Company or any Guarantor, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable to it, (iv) if such Holder is not a Participating Broker-Dealer, that it is not engaged in,

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and does not intend to engage in, the distribution of the Exchange Notes and (v) if such Holder is a Participating Broker-Dealer, that such Holder will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, and that it will deliver a Prospectus in connection with any resale of the Exchange Notes.

(e) The Company and the Guarantors shall include within the Prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution” which shall contain all information that the Commission requires with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange Offer for its own account in exchange for Notes that were acquired by it as a result of market-making or other trading activity (a “ Participating Broker-Dealer ”). Such “Plan of Distribution” section shall also allow, to the extent permitted by applicable policies and regulations of the Commission, the use of the Prospectus by all Participating Broker-Dealers subject to the prospectus delivery requirements of the Securities Act, and include a statement describing the manner in which Participating Broker-Dealers may resell the Exchange Notes. Each of the Purchasers represents that it is not a broker-dealer.

(f) In connection with the Exchange Offer, the Company shall:

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

(ii) utilize the services of a depository for the Exchange Offer;

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

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

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

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

(ii) deliver or cause to be delivered to the Trustee for cancellation all Registrable Notes so accepted for exchange; and

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

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(h) If, (i) applicable interpretations of the staff of the Commission would not permit the consummation of the Exchange Offer as contemplated by this Section 2, (ii) the Exchange Offer is not consummated within 60 days after the Effectiveness Date, for any reason, or (iii) in the case of any Holder that participates in the Exchange Offer but, because of any changes in law, Commission rules or regulations or applicable public interpretations thereof by the Commission staff, does not receive Exchange Notes on the date of the exchange that may be sold without restriction (other than prospectus delivery requirements) under state and federal securities laws and so notifies the Company in writing within 30 days of consummation of the Exchange Offer, then, in each case, the Company shall promptly deliver to the Holders and the Trustee, written notice thereof (the “ Shelf Notice ”) and shall on one and only one occasion file an Initial Shelf Registration Statement pursuant to Section 3. In no event shall the Shelf Notice be given prior to the notice pursuant to Section 2(a) that could be given for the Exchange Offer.

3. Shelf Registration Statement

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

(a) Initial Shelf Registration Statement . The Company and each Guarantor shall as promptly as practicable after the date of the Shelf Notice file with the Commission a Registration Statement (the “ Initial Shelf Registration Statement ”) for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes, except as otherwise provided in this Agreement. The Company and each Guarantor shall use commercially reasonable efforts to file with the Commission the Initial Shelf Registration Statement within 60 days of the delivery of the Shelf Notice and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event more than 120 days after the Shelf Notice). The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and the Guarantors shall not permit any securities other than the Registrable Notes to be included in any Shelf Registration Statement. No Holder shall be entitled to include any of its Registrable Notes in any Shelf Registration Statement pursuant to this Agreement unless such Holder furnishes to the Company and the Trustee in writing, within 20 days after receipt of a written request therefor, such information as the Company and the Trustee, after conferring with counsel with regard to information relating to Holders that would be required by the Commission to be included in such Shelf Registration Statement or Prospectus included therein, may reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. The Company and the Guarantors shall use commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective (other than during any Blackout Period (as defined in Section 3(d) below)) under the Securities Act until the date which is one year from the date the Initial Shelf Registration Statement is declared effective (the “ Effectiveness Period ”), or such shorter period ending when (i) all Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or otherwise cease to be Registrable Notes or (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act.

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(b) Subsequent Shelf Registration Statements . If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than during any permitted Blackout Period relating to such Shelf Registration Statement, or because of the sale of all of the securities registered thereunder), the Company and the Guarantors shall use commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall use commercially reasonable efforts to amend such Shelf Registration Statement within 30 days of such cessation of effectiveness in a manner designed to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional “ shelf ” Registration Statement pursuant to Rule 415 covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement (a “ Subsequent Shelf Registration Statement ”). If a Subsequent Shelf Registration Statement is filed, the Company and the Guarantors shall use commercially reasonable efforts to cause the Subsequent Shelf Registration Statement to be declared effective as soon as practicable after such filing and to keep such Subsequent Shelf Registration Statement continuously effective for a period equal to the number of days in the Effectiveness Period less the aggregate number of days during which the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement was previously continuously effective. As used herein the term “ Shelf Registration Statement ” means the Initial Shelf Registration Statement and any Subsequent Shelf Registration Statements.

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

If the Company files any shelf registration statement for the benefit of the holders of any of its securities other than the Holders, the Company agrees that it shall include in such registration statement such disclosures as may be required by Rule 430B (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such shelf registration statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment.

(d) Blackout Period . Notwithstanding anything to the contrary in this Agreement, the Company and the Guarantors, upon notice to the Holders, may delay the filing of any Shelf Registration Statement or Exchange Offer Registration Statement or suspend the use of the Prospectus included in any Shelf Registration Statement or an Exchange Offer Registration Statement in the event that and for a period of time (a “ Blackout Period ”) not to exceed an aggregate of 60 days in any twelve month period if (i) the Board of Directors of the Company

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determines, in good faith, that the disclosure of an event, occurrence or other item at such time could reasonably be expected to have a material adverse effect on the business, assets, operations, condition (financial or otherwise), performance, property or prospects of the Company and its subsidiaries, taken as a whole or (ii) the disclosure otherwise relates to a material business transaction which has not been publicly disclosed and the Board of Directors of the Company determines, in good faith, that any such disclosure would jeopardize the success of such transaction or that disclosure of the transaction is prohibited pursuant to the terms thereof; provided that upon the termination of such Blackout Period, the Company and the Guarantors shall promptly notify the Holders that such Blackout Period has been terminated. There shall be no more than two Blackout Periods during any twelve month period.

4. Liquidated Damages

(a) The Company and the Guarantors acknowledge and agree that the Holders will suffer damages if the Company or the Guarantors fails to fulfill their material obligations under Section 2 and/or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, and the Guarantors agree to guarantee, pursuant to the terms of the Indenture, the Company’s obligations with respect to, liquidated damages on the Registrable Notes (“ Liquidated Damages ”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):

(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the applicable Effectiveness Date, or (B) notwithstanding that the Company and the Guarantors have consummated or will consummate an Exchange Offer, the Company and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the applicable Effectiveness Date, Liquidated Damages shall be paid on the principal amount of the Registrable Notes over and above the stated interest at a rate of 0.25%  per annum of the principal amount of such Registrable Notes for the first 90 days immediately following the Effectiveness Date, such Liquidated Damages rate increasing by an additional 0.25%  per annum on the 90 ^th day of such period and on the 90 ^th day of each subsequent 90-day period thereafter, subject to the proviso in the last sentence of this paragraph;

(ii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer or the Guarantors have not issued the Exchange Guarantees in connection therewith on or prior to 30 Business Days after the applicable Effectiveness Date, or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the expiration of the Effectiveness Period (other than during any permitted Blackout Period relating to such Shelf Registration Statement, or such time as all Registrable Notes registered thereunder have been disposed of), then Liquidated Damages shall be paid on the principal amount of the Registrable Notes, over and above the stated interest, at a rate of 0.25%  per annum of the principal amount of such Registrable Notes for the first 90 days commencing on (x) the 31 ^st Business

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Day after the applicable Effectiveness Date, in the case of clause (A) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of clause (B) above (or, if later, commencing on the first day following such permitted Blackout Period), such Liquidated Damages rate increasing by an additional 0.25%  per annum on the 90 ^th day of such period and on the 90 ^th day of each subsequent 90-day period thereafter, subject to the proviso in the last sentence of this paragraph;

provided , however , that the maximum Liquidated Damages rate on the Registrable Notes may not exceed at any one time in the aggregate 1.0%  per annum ; and provided , further , that (1) upon the effectiveness of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of (i) above), or (2) upon the exchange of Exchange Notes for all Notes validly tendered (in the case of (ii)(A) above) and the issuance of Exchange Guarantees in connection therewith, or upon the effectiveness of a Shelf Registration Statement which had ceased to remain effective (in the case of (ii) above), Liquidated Damages on the Registrable Notes as a result of such clause, as the case may be, shall cease to accrue for periods on or after such date. Notwithstanding the foregoing, no Liquidated Damages shall accrue or be paid with respect to Notes that are not Registrable Notes.

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

(c) The parties hereto agree that the Liquidated Damages provided for in this Section 4 constitutes the sole damages that will be suffered by Holders by reason of the occurrence of any of the events described in Sections 4(a)(i) and 4(a)(ii) hereof and that the Company shall have used commercially reasonable efforts in meeting such time periods if they in fact have been met. The parties agree that the Liquidated Damages provided for in this Section 4 constitutes a reasonable estimate of damages that will be suffered by Holders by reason of clauses (a)(i) or (a)(ii) of this Section 4.

5. Registration Procedures

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

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(a) Prepare an