REGISTRATION RIGHTS AGREEMENT Dated as of December 19, 2006 Among

Exhibit 4.5

REGISTRATION RIGHTS AGREEMENT

Dated as of December 19, 2006

Among

AURORA ACQUISITION MERGER SUB, INC.

ALERIS INTERNATIONAL, INC.

and

THE GUARANTORS NAMED HEREIN

as Issuers,

and

DEUTSCHE BANK SECURITIES INC.,

GOLDMAN, SACHS & CO.

KEYBANC CAPITAL MARKETS, A DIVISION OF MCDONALD INVESTMENTS INC.

and

PNC CAPITAL MARKETS LLC

as Initial Purchasers

$600,000,000 9%/9  ³ / 4 % Senior Notes due 2014

$400,000,000 10% Senior Subordinated Notes due 2016

TABLE OF CONTENTS

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “ Agreement ”) is dated as of December 19, 2006, among AURORA ACQUISITION MERGER SUB, INC., a Delaware corporation (“ Aurora ”), ALERIS INTERNATIONAL, INC., a Delaware corporation (“ Aleris ”), the subsidiaries of the Company listed on the signature page hereto (collectively, and together with any entity that in the future executes a supplemental indenture pursuant to which such entity agrees to guarantee the Senior Notes and the Senior Subordinated Notes (each as hereinafter defined), the “ Guarantors ,” and together with Aurora and the Company, the “ Issuers ”) and the initial purchasers listed in the signature pages hereto (the “ Initial Purchasers ”). As used in this Agreement, the term “Company” means, prior to the Merger (as defined in the Purchase Agreement (as defined below), Aurora, and thereafter, Aleris.

This Agreement is entered into in connection with the Purchase Agreement, dated as of December 13, 2006 (the “ Purchase Agreement ”), by and among Aurora (which will be merged with and into Aleris upon consummation of the Merger (as defined in the Purchase Agreement) of Aurora and Aleris with Aleris as survivor of the Merger) and Deutsche Bank Securities Inc., for itself and on behalf of the Initial Purchasers, which provides for, among other things, the sale by Aurora to the Initial Purchasers of $600,000,000 aggregate principal amount of Aurora’s 9%/9  ³ / 4 % Senior Notes due 2014 (the “ Senior Notes ”) and $400,000,000 aggregate principal amount of Aurora’s 10% Senior Subordinated Notes due 2016 (the “ Senior Subordinated Notes ,” and together with the Senior Notes, the “ Notes ”). The Senior Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “ Senior Notes Indenture ”), among Aurora, the Company, the Guarantors and LaSalle Bank National Association, as Trustee. The Senior Subordinated Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “ Senior Subordinated Notes Indenture ,” and together with the Senior Notes Indenture, the “ Indentures ”), among Aurora, the Company, the Guarantors and the Trustee. Pursuant to the Purchase Agreement and the applicable Indenture, each Guarantor is required to guarantee on an unsecured senior basis (collectively, the “ Senior Guarantees ”) the Company’s obligations under the Senior Notes and to guarantee on an unsecured senior subordinated basis (collectively, the “ Senior Subordinated Guarantees ” and, together with the Senior Guarantees, the “ Guarantees ”) the Company’s obligations under the Senior Subordinated Notes. References to the “ Securities ” shall mean, collectively, the Notes and, when issued, the Guarantees. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Securities. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligations under the Purchase Agreement.

The parties hereby agree as follows:

As used in this Agreement, the following terms shall have the following meanings:

Additional Interest : Shall have the meaning set forth in Section 4(a) hereof.

Advice : Shall have the meaning set forth in the last paragraph of Section 5 hereof.

Agreement : Shall have the meaning set forth in the preamble hereto.

Applicable Period : Shall have the meaning set forth in Section 2(b) hereof.

Aurora : Shall have the meaning set forth in the preamble hereto.

Business Day : Any day that is not a Saturday, Sunday or a day on which banking institutions in New York are authorized or required by law to be closed.

Company : Shall have the meaning set forth in the preamble hereto and shall also include the Company’s successors.

Effectiveness Period : Shall have the meaning set forth in Section 3(a) hereof.

Event Date : Shall have the meaning set forth in Section 4(b) hereof.

Exchange Act : The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

Exchange Notes : Shall have the meaning set forth in Section 2(a) hereof.

Exchange Offer : Shall have the meaning set forth in Section 2(a) hereof.

Exchange Offer Registration Statement : Shall have the meaning set forth in Section 2(a) hereof.

Exchange Securities : Shall have the meaning set forth in Section 2(a) hereof.

Guarantees : Shall have the meaning set forth in the preamble hereto.

Guarantors : Shall have the meaning set forth in the preamble hereto and shall also include any Guarantor’s successors.

Holder : Any holder of a Registrable Security or Registrable Securities.

Indentures : Shall have the meaning set forth in the preamble hereto.

Information : Shall have the meaning set forth in Section 5(o) hereof.

Initial Purchasers : Shall have the meaning set forth in the preamble hereto.

Initial Shelf Registration : Shall have the meaning set forth in Section 3(a) hereof.

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Inspector : Shall have the meaning set forth in Section 5(o) hereof.

Issue Date : December 13, 2006, the date of original issuance of the Notes.

Issuer FWP : Shall have the meaning set forth in Section 7(a) hereof.

Issuers : Shall have the meaning set forth in the preamble hereto.

NASD : Shall have the meaning set forth in Section 5(s) hereof.

New Guarantees : Shall have the meaning set forth in Section 2(a) hereof.

New Senior Guarantees : Shall have the meaning set forth in Section 2(a) hereof.

New Senior Subordinated Guarantees : Shall have the meaning set forth in Section 2(a) hereof.

Notes : Shall have the meaning set forth in the preamble hereto.

Participant : Shall have the meaning set forth in Section 7(a) hereof.

Participating Broker-Dealer : Shall have the meaning set forth in Section 2(b) hereof.

Person : An individual, trustee, corporation, partnership, limited partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity.

Private Exchange : Shall have the meaning set forth Section 2(b) hereof.

Private Exchange Notes : Shall have the meaning set forth in Section 2(b) hereof.

Private Senior Guarantees : Shall have the meaning set forth in Section 2(b) hereof.

Private Senior Subordinated Guarantees : Shall have the meaning set forth in Section 2(b) hereof.

Prospectus : The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 433 under the Securities Act), as amended or supplemented by any prospectus supplement or free writing prospectus, 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.

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Purchase Agreement : Shall have the meaning set forth in the preamble hereto.

Records : Shall have the meaning set forth in Section 5(o) hereof.

Registrable Securities : Each Security upon its original issuance and at all times subsequent thereto, each Exchange Security as to which Section 2(c)(v) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note (and the related guarantees) upon original issuance thereof and at all times subsequent thereto, until, in each case, the earliest to occur of (i) a Registration Statement (other than, with respect to any Exchange Securities as to which Section 2(c)(v) hereof is applicable, the Exchange Offer Registration Statement) covering such Security, Exchange Security or Private Exchange Note (and the related guarantees) having been declared effective by the SEC and such Security, Exchange Security or such Private Exchange Note (and the related guarantees), as the case may be, has been disposed of in accordance with such effective Registration Statement or not tendered in connection with the Exchange Offer (provided that the Holder of such Security was eligible to participate in the Exchange Offer), (ii) such Security has been exchanged pursuant to the Exchange Offer for an Exchange Security or Exchange Securities that may be resold without restriction under state and federal securities laws, (iii) such Security, Exchange Security or Private Exchange Note (and the related guarantees), as the case may be, ceases to be outstanding for purposes of the applicable Indenture or (iv) such Security, Exchange Security or Private Exchange Note (and the related guarantees), as the case may be, may be resold without restriction pursuant to Rule 144(k) (as amended or replaced) under the Securities Act.

Registration Statement : Any registration statement of the Issuers that covers any of the Securities, the Exchange Securities or the Private Exchange Notes (and the related guarantees) filed with the SEC under the Securities Act, 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 144 : Rule 144 under the Securities Act.

Rule 144A : Rule 144A under the Securities Act.

Rule 405 : Rule 405 under the Securities Act.

Rule 415 : Rule 415 under the Securities Act.

Rule 424 : Rule 424 under the Securities Act.

SEC : The U.S. Securities and Exchange Commission.

Securities : Shall have the meaning set forth in the preamble hereto.

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Securities Act : The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

Senior Guarantees : Shall have the meaning set forth in the preamble hereto.

Senior Notes : Shall have the meaning set forth in the preamble hereto.

Senior Notes Indenture : Shall have the meaning set forth in the preamble hereto.

Senior Subordinated Guarantees : Shall have the meaning set forth in the preamble hereto.

Senior Subordinated Notes : Shall have the meaning set forth in the preamble hereto.

Senior Subordinated Notes Indenture : Shall have the meaning set forth in the preamble hereto.

Shelf Notice : Shall have the meaning set forth in Section 2(c) hereof.

Shelf Registration : Shall have the meaning set forth in Section 3(b) hereof.

Shelf Registration Statement : Any Registration Statement relating to a Shelf Registration.

Subsequent Shelf Registration : Shall have the meaning set forth in Section 3(b) hereof.

TIA : The Trust Indenture Act of 1939, as amended.

Trustee : The trustee under the applicable Indenture and the trustee (if any) under any indenture governing the Exchange Securities and Private Exchange Notes (and the related guarantees).

Underwritten registration or underwritten offering : A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

Except as otherwise specifically provided, all references in this Agreement to acts, laws, statutes, rules, regulations, releases, forms, no-action letters and other regulatory requirements (collectively, “ Regulatory Requirements ”) shall be deemed to refer also to any amendments thereto and all subsequent Regulatory Requirements adopted as a replacement thereto having substantially the same effect therewith; provided that Rule 144 shall not be deemed to amend or replace Rule 144A.

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(a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC or would not be permitted by the staff of the SEC, the Issuers shall use their commercially reasonable efforts to cause to be filed with the SEC a Registration Statement (the “ Exchange Offer Registration Statement ”) on an appropriate registration form with respect to a registered offer (the “ Exchange Offer ”) to exchange any and all of the Registrable Securities for a like aggregate principal amount of debt securities of the Company (the “ Exchange Notes ”), guaranteed with respect to Exchange Notes issued in exchange for Senior Notes on an unsecured senior basis (the “ New Senior Guarantees ”) and guaranteed with respect to Exchange Notes issued in exchange for Senior Subordinated Notes on an unsecured senior subordinated basis by the Guarantors (the “ New Senior Subordinated Guarantees ” and, collectively, the “ New Guarantees ” and, together with the Exchange Notes, the “ Exchange Securities ”), that have terms substantially identical in all material respects to the Senior Notes or Senior Subordinated Notes, as applicable, except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Senior Notes or Senior Subordinated Notes, as applicable, or, if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the applicable Indenture or a trust indenture which is identical in all material respects to the applicable Indenture (other than the changes to the applicable Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall (x) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act; (y) keep the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th day following the Issue Date; provided , however , that if such day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day.

Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Company in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Securities acquired in exchange for Registrable Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Securities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement of the Exchange Offer neither such Holder nor, to the knowledge of such Holder, any other Person receiving Exchange Securities from such Holder has an arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the knowledge of such Holder, any other Person receiving Exchange Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Company or any Guarantor; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the knowledge of such Holder, any other Person receiving Exchange

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Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange Securities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Securities as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder).

Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis , solely with respect to Registrable Securities that are Private Exchange Notes (and the related guarantees), Exchange Securities as to which Section 2(c)(v) is applicable and Exchange Securities held by Participating Broker-Dealers, and the Issuers shall have no further obligation to register Registrable Securities (other than Private Exchange Notes (and the related guarantees) and Exchange Securities as to which clause 2(c)(v) hereof applies) pursuant to Section 3 hereof.

No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement.

(b) The Issuers shall include within the Prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably aceptable to the Initial Purchasers, which shall contain a summary statement of the positions taken or policies made by the staff of the SEC 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 (a “ Participating Broker-Dealer ”), whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies represent the prevailing views of the staff of the SEC. Such “Plan of Distribution” section shall also expressly permit, to the extent permitted by applicable policies and regulations of the SEC, the use of the Prospectus by all Persons subject to the prospectus delivery requirements of the Securities Act, including, to the extent permitted by applicable policies and regulations of the SEC, all Participating Broker-Dealers, and include a statement describing the means by which Participating Broker-Dealers may resell the Exchange Securities in compliance with the Securities Act.

The Issuers shall use their commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the Prospectus contained therein in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirements of the Securities Act for such period of time as is necessary to comply with applicable law in connection with any resale of the Exchange Securities; provided , however , that such period shall not be required to exceed 180 days or such longer period if extended pursuant to the last paragraph of Section 5 hereof (the “ Applicable Period ”).

If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Notes acquired by them that have the status of an unsold allotment in the initial distribution, the Issuers, upon the request of the Initial Purchasers, shall simultaneously with the delivery of the Exchange Notes issue and deliver to the Initial Purchasers, in exchange (the “ Private Exchange ”) for such Notes held by any such Holder, a like principal amount of notes (the “ Private Exchange

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Notes ”) of the Company, guaranteed with respect to Private Exchange Notes issued in exchange for Senior Notes on an unsecured senior basis (the “ Private Senior Guarantees ”) and guaranteed with respect to Private Exchange Notes issued in exchange for Senior Subordinated Notes on an unsecured senior subordinated basis (the “ Private Senior Subordinated Guarantees ”) by the Guarantors, that have terms substantially identical in all material respects to the Exchange Notes except for the placement of a restrictive legend on such Private Exchange Notes. The Private Exchange Notes shall be issued pursuant to the same indenture as the Exchange Notes and bear the same CUSIP number and ISIN as the Exchange Notes if permitted by the CUSIP Service Bureau.

In connection with the Exchange Offer, the Issuers shall:

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

(2) use their commercially reasonable efforts to keep the Exchange Offer open for not less than 20 Business Days after the date that notice of the Exchange Offer is mailed to Holders (or longer if required by applicable law);

(3) utilize the services of a depositary for the Exchange Offer with an address in the Borough of Manhattan, The City of New York;

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

(5) otherwise comply in all material respects with all applicable laws, rules and regulations.

As soon as reasonably practicable after the close of the Exchange Offer and the Private Exchange, if any, the Issuers shall:

(1) accept for exchange all Registrable Securities validly tendered and not validly withdrawn pursuant to the Exchange Offer and the Private Exchange, if any;

(2) deliver to the Trustee for cancellation all Registrable Securities so accepted for exchange; and

(3)(a) cause the Trustee to authenticate and deliver promptly to each Holder of Senior Notes, Exchange Notes or Private Exchange Notes, as the case may be, with New Senior Guarantees or Private Senior Guarantees, as the case may be, and equal in principal amount to the Senior Notes of such Holder so accepted for exchange and (b) cause the Trustee to authenticate and deliver promptly to each Holder of Senior Subordinated

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Notes, Exchange Notes or Private Exchange Notes, as the case may be, with New Senior Subordinated Guarantees or Private Senior Subordinated Guarantees, as the case may be, and equal in principal amount to the Senior Subordinated Notes of such Holder so accepted for exchange; provided that, in the case of any Notes held in global form by a depositary, authentication and delivery to such depositary of one or more replacement Notes in global form in an equivalent principal amount thereto for the account of such Holders in accordance with the applicable Indenture shall satisfy such authentication and delivery requirement.

The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than that (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicable law or any applicable interpretation of the staff of the SEC; (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Issuers to proceed with the Exchange Offer or the Private Exchange, and no material adverse development shall have occurred in any existing action or proceeding with respect to the Issuers; and (iii) all governmental approvals shall have been obtained, which approvals the Issuers deem necessary for the consummation of the Exchange Offer or Private Exchange. If the Company determines in its reasonable judgment that either of the foregoing conditions is not satisfied, the Company may (a) refuse to accept any Registrable Securities and return all tendered Registrable Securities to the tendering Holders, (b) extend the Exchange Offer and retain all Registrable Securities tendered before the expiration of the Exchange Offer, subject, however, to the rights of Holders to withdraw those Registrable Securities, or (c) waive the unsatisfied conditions with respect to the Exchange Offer and accept all properly tendered Registrable Securities that have not been withdrawn.

The Exchange Securities and the Private Exchange Notes (and the related guarantees) shall be issued under (i) the applicable Indenture or (ii) indentures identical in all material respects to the applicable Indenture, with such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA, and which, in either case, have been qualified under the TIA or are exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the applicable Indenture. The Senior Notes Indenture or such identical indenture shall provide that the Senior Notes and the Exchange Notes or the Private Exchange Notes issued in exchange therefor shall vote and consent together on all matters as one class and that none of the Exchange Notes, the Private Exchange Notes or the Senior Notes will have the right to vote or consent as a separate class on any matter. The Senior Subordinated Notes Indenture or such identical indenture shall provide that the Senior Subordinated Notes and the Exchange Notes or the Private Exchange Notes issued in exchange therefor shall vote and consent together on all matters as one class and that none of the Exchange Notes, the Private Exchange Notes or the Senior Subordinated Notes will have the right to vote or consent as a separate class on any matter.

(c) If, (i) because of any change in law or in currently prevailing interpretations of the staff of the SEC, the Issuers are not permitted to effect the Exchange Offer, (ii) the Exchange Offer is not consummated within 360 days of the Issue Date; provided , however , that

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if such day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day, (iii) any Holder of Private Exchange Notes so reasonably requests in writing to the Company at any time after the consummation of the Exchange Offer, (iv) because of any change in law or in currently prevailing interpretation of the staff of the SEC, a Holder is not permitted to participate in the Exchange Offer or (v) in the case of any Holder that participates in the Exchange Offer, such Holder does not receive Exchange Securities on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the Issuers within the meaning of the Securities Act) and so notifies the Company within 60 days after the consummation of the Exchange Offer, in the case of each of clauses (i) to and including (v) of this sentence, then the Issuers shall promptly deliver to the Holders and the Trustee written notice thereof (the “ Shelf Notice ”) and, in lieu of (or in the case of the preceding clauses (iii) and (v), in addition to) effecting registration of the Exchange Securities, shall file a Shelf Registration pursuant to Section 3 hereof.

If at any time a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then:

(a) Shelf Registration . The Issuers shall as reasonably promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “ Initial Shelf Registration ”). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities and the guarantees thereof to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below).

The Issuers shall use their commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that is two years from the Issue Date or such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration (the “ Effectiveness Period ”); provided , however , that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein.

In the event that the Company is required to file an Initial Shelf Registration Statement solely as a result of the matters referred to in clause 2(c)(ii) hereof, but the Exchange Offer is subsequently completed prior to the sale of all Registrable Securities eligible to be sold

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under such Initial Shelf Registration Statement, upon consummation of the Exchange Offer the Company will no longer be required to file, have declared effective or continue the effectiveness of the Initial Shelf Registration Statement pursuant to such clause 2(c)(ii) (without prejudice to its obligations under clause 2(c)(i), (iii), (iv) or (v) hereof).

(b) Withdrawal of Stop Orders; Subsequent Shelf Registrations . If the Initial Shelf Registration or any Subsequent Shelf Registration required hereby ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), the Issuers shall use their commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days of such cessation of effectiveness amend such Shelf Registration Statement in a manner 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 Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration (each, a “ Subsequent Shelf Registration ”). If a Subsequent Shelf Registration is filed, the Issuers shall use their commercially reasonable efforts to cause the Subsequent Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after such filing and to keep such subsequent Shelf Registration 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 or any Subsequent Shelf Registration was previously continuously effective. As used herein the term “ Shelf Registration ” means the Initial Shelf Registration and any Subsequent Shelf Registration.

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

(a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof. Accordingly, the Issuers agree to pay as liquidated damages, additional interest on the Notes (“ Additional Interest ”) if (A) the Issuers have not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 360th day after the Issue Date, (B) notwithstanding clause (A), the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day after the Issue Date or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), then Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of

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0.25% per annum for the first 90 day period commencing on the (x) 361st day after the Issue Date, in the case of (A) above, (y) the 361st day after the Issue Date if such Shelf Registration Statement is not declared effective in the case of (B) above or (z) the day such Shelf Registration ceases to be effective in the case of (C) above (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers); provided , however , that upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (A) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement which had not been declared effective (in the case of (B) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (C) of this Section 4), Additional Interest on the Registrable Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.

(b) The parties hereto agree that the liquidated damages provided for in Section 4(a) hereof constitute a reasonable estimate of the damages that will be suffered by the Holders by reason of the failure of the Issuers to comply with their obligations under Section 2 or Section 3 hereof.

(c) The Issuers shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “ Event Date ”). Any amounts of Additional Interest due pursuant to clause (a) of this Section 4 will be payable (i) in the case of the Senior Notes, in the same form elected by the Issuers pursuant to the terms of the Senior Notes Indenture semiannually on each June 15 and December 15 (to the holders of record on the June 1 and December 1 immediately preceding such dates), and (ii) in the case of the Senior Subordinated Notes, in cash semiannually on each June 15 and December 15 (to the holders of record on the June 1 and December 1 immediately preceding such dates), in each case, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest 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.

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

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(a) Prepare and file with the SEC a Registration Statement or Registration Statements as prescribed by Section 2 or 3 hereof, and use their commercially reasonable efforts to cause each such Registration Statement to become effective and remain effective as provided herein; provided , however , that if (1) such filing is pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period relating thereto from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Exchange Offer