As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/08/05  Hollywood Management Co           424B5                  1:2.3M                                   Bowne of Atlanta Inc/FA
          M.G.A. Realty I, LLC
          M.G. Digital, LLC
          Movie Gallery Licensing, Inc.
          Movie Gallery Asset Management, Inc.
          Movie Gallery US, Inc.
          Movie Gallery Services, Inc.
          Hollywood Entertainment Corp
          Movie Gallery Inc

Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Movie Gallery, Inc                                  HTML   1.93M 

Filed Pursuant to 424(b)(5)

Registration No. 333-126895

PROSPECTUS

MOVIE GALLERY, INC.

Offer to Exchange $325,000,000 of Its

11% Senior Notes Due 2012,

Registered under the Securities Act,

for $325,000,000 of Its Outstanding Unregistered

11% Senior Notes Due 2012

This exchange offer will expire at 5:00 p.m.,

New York City time, on September 6, 2005, unless extended.

      Investing in the new notes involves risks. You should consider carefully the risk factors beginning on page 14 of this prospectus before tendering your old notes in this exchange offer.

       Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the new notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

      Each broker-dealer that receives new notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. 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 during the Exchange Offer Registration Period in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, during the Exchange Offer Registration Period, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

      You should rely only on the information in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to exchange and issue the new notes in any jurisdiction where the offer or exchange is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

      This exchange offer is not being made to, and we will not accept surrenders for exchange from, holders of old notes in any jurisdiction in which this exchange offer or the acceptance of this exchange offer would violate the securities or blue sky laws of that jurisdiction.

      Unless the context otherwise requires, as used in this prospectus:

      We file annual, quarterly and current reports and other information with the SEC. You may read and copy any reports, statements or other information on file at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request copies of those documents upon payment of a duplicating fee to the SEC. You may also review a copy of those documents at the SEC’s regional offices in Chicago, Illinois and New York, New York. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. You can review our SEC filings by accessing the SEC’s Internet site at http://www.sec.gov.

      We “incorporate by reference” in this prospectus the information filed by us with the SEC, which means that we disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus and information that we subsequently file with the SEC will automatically update and supersede the information in this prospectus and in our other filings with the SEC. We incorporate by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the offering of the new notes contemplated by this prospectus is terminated:

      You may request a copy of any of these filings, at no cost, by writing or telephoning us at the following address or telephone number: 900 West Main Street, Dothan, Alabama 36301, (334) 677-2108, Attention: Chief Financial Officer.

      This document contains summaries of the terms of certain agreements that we believe to be accurate in all material respects. However, we refer you to the actual agreements for complete information relating to those agreements. All summaries are qualified in their entirety by this reference. We will make copies of those documents available to you upon your request to us or to the initial purchasers. While any of the old notes remain outstanding, we will make available to any holder or any prospective purchaser the information required pursuant to Rule 144A(d)(4) under the Securities Act during any period in which we are not subject to the reporting requirements of the Exchange Act.

      If you would like to request documents, please do so by no later than August 29, 2005 in order to receive the documents before this exchange offer expires on September 6, 2005.

      This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Act of 1934. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. Forward looking statements may include the words “may,” “will,” “plans,” “believes,” “estimates,” “expects,” “intends” and other similar expressions. Forward-looking statements include statements regarding our ability to continue our expansion strategy, our ability to make projected capital expenditures and our ability to achieve cost savings in connection with our acquisition of Hollywood, as well as general market conditions, competition and pricing. Our forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, including that:

Any forward-looking statements in this prospectus are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the current circumstances. However, events may occur in the future that we are unable to accurately predict, or over which we have no control. Forward-looking statements are not a guarantee of future performance and actual results or developments may differ materially from expectations. You are therefore cautioned not to place undue reliance on such forward-looking statements. We do not intend to update any forward-looking statements contained in this document. When considering our forward-looking statements, also keep in mind the risk factors and other cautionary statements in this prospectus.

      Before you tender your old notes, you should be aware that there are various risks involved in an investment in the notes, including those we describe below. You should consider carefully these risk factors together with all of the other information included or referred to in this prospectus before you decide to tender your old notes in this exchange offer.

Risks Related to the Notes and the Exchange Offer

      We will only issue new notes in exchange for old notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the old notes, and you should carefully follow the instructions on how to tender your old notes set forth under “This Exchange Offer — Procedures for Tendering” and in the letter of transmittal that accompanies this prospectus. Neither we nor the exchange agent are required to notify you of any defects or irregularities relating to your tender of old notes.

      If you do not exchange your old notes for new notes in this exchange offer, the old notes you hold will continue to be subject to the existing transfer restrictions. In general, you may not offer or sell the old notes except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the old notes under the Securities Act. If you continue to hold any old notes after this exchange offer is completed, you may have trouble selling them because of these restrictions on transfer.

      Because we anticipate that most holders of old notes will elect to participate in this exchange offer, we expect that the liquidity of the market for the old notes after the completion of this exchange offer may be substantially limited. Any old notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount at maturity of the old notes not exchanged. Following this exchange offer, if you did not tender your old notes, you generally will not have any further registration rights, except in limited circumstances, and the old notes will continue to be subject to transfer restrictions.

      The new notes will be securities for which there is no established trading market. We do not intend to list the new notes on any exchange or maintain a trading market for them. We give no assurance as to:

      Even if a trading market develops, the new notes may trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including:

      Finally, if a large number of holders of old notes do not tender old notes or tender old notes improperly, the limited amount of new notes that would be issued and outstanding after we complete this exchange offer could adversely affect the development or viability of a market for the new notes.

Risks Associated with the Merger

      Hollywood’s revenue base is significantly larger than ours, and the merger is substantially larger than any of our previous acquisitions. The expansion of our business and operations resulting from the acquisition of Hollywood, including the differences in the strategies and infrastructures of our companies, may strain our administrative, operational and financial resources. The integration of Movie Gallery and Hollywood will require time, effort, attention and dedication of management resources and may distract management in unpredictable ways from their other responsibilities. The integration process could create a number of potential challenges and adverse consequences, including the possible unexpected loss of key employees or suppliers, a possible loss of sales, an increase in operating and other costs and the need to modify operating accounting controls and procedures and information systems. We may have difficulty integrating Hollywood’s operations with our operations. In addition, the integration of Hollywood may subject us to liabilities existing at Hollywood, some of which may be unknown. These types of challenges and uncertainties could have a material adverse effect on our business, results of operations and financial condition.

      In connection with the merger, Hollywood prepared projected financial information that was filed with the SEC on March 21, 2005 as part of its proxy statement relating to the merger. The financial information was not prepared for the purpose of this exchange offer or the offering of our old notes and has not been, and will not be, updated on an ongoing basis. These projections are not included in this prospectus and should not be relied upon in connection with this exchange offer. At the time they were prepared, the projections reflected numerous assumptions concerning Hollywood’s anticipated future performance with respect to prevailing and anticipated market and economic conditions, which were and remain beyond Hollywood’s control and which may not materialize. Projections are inherently subject to uncertainties and to a wide variety of significant business, economic and competitive risks. Actual results may vary significantly from the projections. As a result, we caution you not to rely upon the projections in deciding whether to invest in the notes, and we take no responsibility for those projections.

Risks Associated with the Business of the Combined Company

      The combined company’s long-term strategy is to grow through new store openings and acquisitions of existing stores. Successful implementation of this strategy is contingent upon numerous conditions, and we cannot assure you that the combined company’s business plan can be successfully executed. The combined company will require significant capital to open new stores and to acquire existing stores. Recently, Movie Gallery’s growth strategy has been funded primarily through proceeds from public offerings of common stock, internally generated cash flow and bank borrowings. These and other sources of capital, including public or private sales of debt or equity securities, may not be available in the future on satisfactory terms or at all. Additionally, the terms of the instruments governing the combined company’s existing and future indebtedness may limit the combined company’s ability to make capital expenditures or incur further indebtedness in order to open new stores or to acquire existing stores.

      New Store Openings. The combined company’s ability to open new stores as planned, and the profitability of these new stores, may be adversely affected by a number of factors, including:

      There are no assurances that our new stores will realize revenue or profitability levels comparable to those of current stores, or that such levels will be achieved within estimated time frames.

      The combined company’s planned growth may result in increased pressure on its management and operations. Movie Gallery and Hollywood continuously review and modify their financial controls and management information systems. There are no assurances that we will be able to anticipate and respond to, in a timely and sufficient manner, the potential changing demands this expansion could have on the combined company’s operations and business.

      Acquisitions. The combined company’s ability to acquire stores and operate them at the desired levels of sales and profitability may be adversely affected by:

      The combined company competes with:

      From time to time, Blockbuster has publicly discussed the implementation of a rural strategy that is focused more on the rural and suburban markets that we predominately serve. In addition, substantially all of Hollywood’s stores compete with Blockbuster, most in very close proximity. We cannot assure you that Blockbuster will not become a more significant competitive force for the combined company. Pricing strategies for movies and video games are a major competitive factor in the video retail industry and the combined company will have fewer financial and marketing resources, lower market share and less name recognition than Blockbuster.

      Other types of entertainment, such as theaters, television, personal video recorders, Internet related activities, sporting events and family entertainment centers, also compete with the combined company’s movie and video game businesses. Some of the combined company’s competitors, such as online stores, mass merchants and warehouse clubs may operate at margins lower than it does and may be able to distribute and sell movies at lower price points than the combined company can. These competitors may even be willing to sell movies below cost due to their broad inventory mix.

      If the combined company does not compete effectively or if any of its competitors were to substantially increase their presence in the markets the combined company serves, its revenues and/or profitability could decline, its financial condition, and results of operations could be harmed and the continued success of its business could suffer.

      The combined company is highly dependent on the efforts and performance of its executive management team. If the combined company were to lose any key members of its management team, including certain members of Hollywood’s management, its business could be adversely affected.

      The combined company depends on its management information systems for the efficient operation of its business. Movie Gallery and Hollywood’s merchandise operations use inventory utilization systems to track rental activity by format for each individual movie and video game title to determine appropriate buying, distribution and disposition of their inventory. The combined company relies on a scalable client-server system to maintain and update information relating to revenue, rental and sales activity, movie and video game rental patterns, store membership demographics and individual customer history. These systems, together with point-of-sale and in-store systems, are intended to allow it to control cash flow, keep in-store inventories at optimum levels, move inventory more efficiently and track and record performance. If management information systems failed to perform as expected, the combined company’s ability to manage inventory and monitor performance could be adversely affected, which, in turn, could harm the combined company’s business and financial condition.

      The combined company’s merchandise inventory introduces risks associated with inventory management, obsolescence and theft. While most of the combined company’s retail movie product will be returnable to vendors, the investment in inventory necessary to capitalize on the growing retail market will increase its exposure to excess inventories in the event anticipated sales fail to materialize. In addition, returns of video game inventory, which is prone to obsolescence risks because of the nature of the industry, are subject to negotiation with vendors. The prevalence of multiple game platforms may make it more difficult to accurately predict consumer demand with respect to video games. The nature of and market for the combined company’s products, particularly games and DVDs, also makes them prone to risk of theft and loss. The combined company’s exposure is somewhat mitigated by price protection that is available on certain inventory. Price protection provides credit for on-hand inventory quantities in the event of a price reduction.

      The combined company’s operating results could suffer if it is unable to:

      Studios distribute movies in a specific sequence in order to maximize studio revenues on each title they release. The order of distribution of movies is currently: (1) movie theaters; (2) home video retailers; (3) pay-per-view; and (4) all other sources, including cable and syndicated television. The home video industry has an early “window” that is exclusive of most other forms of non-theatrical movie distribution. The length of the movie rental window varies but is typically approximately 45 days prior to the pay-per-view release date. The movie studios are not contractually obligated to continue to observe these window periods. As a result, we cannot be certain that movie studios will maintain this exclusive window in the future. The combined company could be adversely affected if the movie studios shorten or eliminate these exclusive windows, or if the movie rental windows were no longer among the first windows following the theatrical release, because newly released movies would be made available earlier through other forms of non-theatrical movie distribution. As a result, consumers would no longer need to wait until after the home video distribution window to view these movies through other distribution channels. Changes like these could negatively impact the demand for the combined company’s products and reduce revenues and could materially harm the combined company’s business, results of operations and financial condition.

      Advances in technologies could materially and adversely affect the combined company’s business. For example, advances in cable and direct broadcast satellite technologies, including high definition digital television transmissions offered through those systems, may adversely affect public demand for video store purchases and rentals. Expanded content available through these media, including movies, specialty programming and sporting events, could result in fewer movies being purchased or rented. In addition, higher quality resolution and sound offered through these services and technologies could require the combined company to increase capital expenditures, for example, to upgrade DVD inventories to provide movies in high definition.

      Cable and direct broadcast satellite technologies offer both movie channels, for which subscribers pay a subscription fee for access to movies selected by the provider at times selected by the provider, and pay-per-view services, for which subscribers pay a discrete fee to view a particular movie selected by the subscriber. Historically, pay-per-view services have offered a limited number of channels and movies and have offered movies only at scheduled intervals. Over the past five years, however, advances in digital compression and other developing technologies have enabled cable and satellite companies, and may enable Internet service providers and others, to transmit a significantly greater number of movies to homes at more frequently scheduled intervals throughout the day. Certain cable companies, Internet service providers and others are also testing or offering video-on-demand, or VOD services. VOD provides a subscriber with the ability to view any movie included in a catalog of titles maintained by the provider at any time of the day.

      If pay-per-view, VOD or any other alternative movie delivery systems enable consumers to conveniently view and control the movies they want to see, when they want to see them, such alternative movie delivery systems could achieve a competitive advantage over the traditional home video rental industry. This risk would be exacerbated if these competitors receive the movies from the studios at the same time video stores do and by the increased popularity and availability of personal digital recording systems, or DVR that allow viewers to record, pause, rewind and fast forward live broadcasts and create their own personal library of movies.

      In addition, the combined company may compete in the future with other distribution or entertainment technologies that are either in their developmental or testing phases now or that may be developed in the future. For example, some retailers have begun to rent or sell DVDs through kiosks or

vending machines. Additionally, the technology exists to offer disposable DVDs, which would allow a consumer to view a DVD an unlimited number of times during a specified period of time, at the end of which the DVD becomes unplayable. We cannot predict the impact that future technologies will have on the combined company’s business.

      If any of the technologies described above create a competitive advantage for the combined company’s competitors, its business, financial condition, and results of operations could be harmed. The combined company’s industry has experienced negative same-store revenues in the rental business in recent quarters. While we cannot ascertain the extent to which these declines are attributable to any of the specific technological developments described above, we cannot assure you that these declines will not recur.

      Historically, studios priced a number of movies they distributed at pricing that was typically too high to generate significant consumer demand to purchase these movies. A limited number of titles were released at a lower price point when consumers were believed to be more likely to have a desire to purchase a certain title. The penetration of DVD into the market has resulted in a significant increase in the quantity of newly released movies available for purchase by the consumer. These movies are purchased to rent by speciality home video retailers and to sell by both speciality home video retailers and mass merchants, among others. Retail margins are generally lower than rental margins. Further decreases in studio pricing and/or sustained or further depressed pricing by competitors could result in increased consumer desire to purchase rather than rent movies and could result in increased competition. If the combined company is not able to derive most of its revenues from the higher margin rental business, profit levels would be adversely impacted and the combined company may not be able to compete effectively.

      Before the late 1990s, Movie Gallery and Hollywood would typically pay between $35 and $65 per videocassette for major theatrical releases not priced as sell-through titles. Today, under studio revenue sharing programs, Movie Gallery and Hollywood are able to pay a minimal up-front cost per unit and thereafter pay a percentage of each revenue dollar earned for a specified period of time to the studios. Movie Gallery and Hollywood currently utilize these types of programs on a significant number of DVD and VHS movie releases. These programs have enabled Movie Gallery and Hollywood to significantly increase the number of copies carried for each title, thereby enabling them to better meet consumer demand. After a specified period of time, Movie Gallery and Hollywood offer them for sale to their customers as “previously viewed movies” at lower prices than new copies of the movie. The combined company could be adversely affected if these programs are changed to give the movie studios a greater percentage of each revenue dollar or if they are discontinued. Further, some of Movie Gallery and Hollywood’s revenue sharing agreements may be terminated on short notice.

      The availability of new movies produced by the movie studios is vital to the combined company’s industry. The quality and quantity of new movies available in the combined company’s stores could be negatively impacted by factors that adversely affect the motion picture industry, such as financial difficulties, regulatory requirements and work disruptions involving key personnel such as writers or actors. For example, a weak home video release schedule was a significant factor in contributing to an 8.4% decline in same-store rental revenues for the second quarter of 2005. A further decrease in the quality and quantity of new movies available in the combined company’s stores could result in reduced consumer demand, which could negatively impact revenues and harm the combined company’s business, results of operations and financial condition.

      The video game industry is characterized by the significant impact on consumer spending that accompanies the introduction of new game software and hardware platforms. Retail spending in the video game industry typically grows rapidly with the introduction of new platforms but declines considerably prior to the release of new platforms. Consumer demand for video games could be adversely affected if manufacturers fail to introduce new games and systems in a timely manner. A decline in consumer demand for video games available in its stores could negatively affect the combined company’s revenues and harm its business, results of operations and financial condition.

      Movie Gallery and Hollywood are currently exploring various new business initiatives. These new initiatives currently include movie and game trading, and various other alternatives for delivery of media content. We may consider other complimentary initiatives and products in the future. We cannot assure you that these initiatives will be either successful or profitable.

      The development of the Internet and related technologies increases the threat of piracy by making it easier to duplicate and widely distribute pirated content. The combined company cannot assure you that movie studios and others with rights in the product will take steps to enforce their rights against Internet piracy or that they will be successful in preventing the distribution of pirated content. Technological developments and advances of products, such as at-home DVD burners, also may increase piracy of movies and games. Increased piracy could negatively affect the combined company’s revenues and results of operations.

      Historically, Movie Gallery and Hollywood’s quarterly operating results have varied, and we anticipate that they will vary in the future. Factors that may cause quarterly operating results to vary, many of which we cannot control, include:

      The home video retail industry generally experiences relative revenue declines in April and May, due in part to the change in Daylight Savings Time and due to improved weather, and in September and October, due in part to the start of the traditional school year and the introduction of new television programs. The industry typically experiences peak revenues during the months of November, December and January due to the holidays in these months as well as inclement weather conditions. Additionally, revenues generally rise in the months of June, July and August when most schools are out of session, providing people with additional discretionary time to spend on entertainment. The game sales business is traditionally strongest in November and December, as title releases are often clustered around the holiday shopping season.

      In view of seasonal variations in revenues and operating results, comparisons of revenues and operating results for any period with those of the immediately preceding period or the same period of the preceding fiscal year may be of limited relevance in evaluating historical financial performance and predicting future financial performance. The combined company’s working capital, cash and short-term borrowings may also fluctuate during the year as a result of the factors set forth above.

      The combined company’s operating results may particularly suffer if revenues during peak seasons do not meet expectations. If revenues during these periods do not meet expectations, the combined company may not generate sufficient revenue to offset increased costs incurred in preparation for peak seasons and operating results may suffer. Finally, the operational risks described elsewhere in these risk factors may be exacerbated if the events described therein were to occur during a peak season.

      Hollywood has been named in several purported class action lawsuits alleging various causes of action, including claims regarding its membership application and additional rental period charges. Hollywood has been successful in obtaining dismissal of three of the actions filed against it. Hollywood has also entered into a nationwide settlement agreement that it believes will apply to all of these lawsuits and that has received court approval over the objections of several objector groups of purported class members. Some or all of these objectors may file appeals of the court’s approval of the settlement, which if successful may result in Hollywood entering into an amended settlement or being subject to a judgment after a trial. This could result in Hollywood being forced to pay damages or to take other remedial actions that in either case are adverse to Hollywood as compared to the court approved settlement.

      In addition, Hollywood has been named to various other claims, disputes, legal actions and other proceedings involving contracts, employment and various other matters.

      A negative outcome in any of the foregoing actions could harm Hollywood’s business, financial condition, and results of operations and could cause Hollywood to vary aspects of its operations. In addition, prolonged litigation, regardless of which party prevails, could be costly, divert management attention or result in increased costs of doing business.

      Terrorist attacks, as well as the on-going events in Iraq or other acts of violence and civil unrest in the nation and throughout the world, could influence the financial markets and the economy. Consumers’ television viewing habits may be altered as a result of these events such that the demand for home video

entertainment is reduced. These factors could have a negative impact on the combined company’s results of operations or our stock price.

Risks Associated With The Notes

      We have a significant amount of indebtedness due to the offering of the old notes. On April 3, 2005, after giving effect to the completion of the Refinancing and the application of the proceeds therefrom, as described in this prospectus under “Use of Proceeds,” and borrowings under our new senior credit facility, we would have had approximately $1,117.7 million of indebtedness.

      Our high level of indebtedness could have important consequences to you, including the following:

      Our ability to pay interest on the notes and to satisfy our other debt obligations will depend upon, among other things, our future operating performance and our ability to refinance indebtedness when necessary. Each of these factors is, to a large extent, dependent on economic, financial, competitive and other factors beyond our control. If, in the future, we cannot generate sufficient cash from operations to make scheduled payments on the notes or to meet our other obligations, we will need to refinance our existing debt, obtain additional financing or sell assets. We cannot assure you that our business will generate cash flow or that we will be able to obtain funding sufficient to satisfy our debt service requirements.

      In addition, we may incur substantial additional indebtedness in the future, which may increase the risks described above. Although the terms governing our new senior credit facility and the indenture governing these notes contain restrictions on the incurrence of additional indebtedness, we may incur substantial indebtedness in compliance with these restrictions. For example, we may borrow additional amounts to fund our capital expenditures and working capital needs or to finance future acquisitions of businesses or stores. The incurrence of additional indebtedness could make it more likely that we will experience some or all of the risks associated with substantial indebtedness.

      Our ability to make payments on, repay or refinance our debt, including the notes, and to fund planned capital expenditures will depend largely upon our future operating performance. Our future performance is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In addition, our ability to borrow funds in the future will depend on the satisfaction of the covenants in our new senior credit facility and our other debt agreements, including the indenture governing the notes, and other agreements we may enter into in the future. Specifically, we will need to maintain certain financial ratios. We cannot assure you that our business will generate sufficient

cash flow from operations or that future borrowings will be available to us under our new senior credit facility or from other sources in an amount sufficient to enable us to pay our debt, including the notes, or to fund our other liquidity needs.

      Our new senior credit facility will require us to maintain certain financial ratios and the new senior credit facility and the indenture governing the notes contain covenants that, among other things, restrict our ability to take specific actions, even if we believe such actions are in our best interest. These include, among other things, restrictions on our ability to:

      Any failure to comply with the restrictions of the new senior credit facility, the indenture governing the notes or existing and any subsequent financing agreements may result in an event of default. Such default may allow our creditors to accelerate the related debt and may result in the acceleration of any other debt to which cross-acceleration or cross-default provisions apply. In addition, these creditors may be able to terminate any commitments they had made to provide us with further funds. See “Description of Notes — Certain Covenants” and the description of our new senior credit facility incorporated by reference into this prospectus for more information on our restrictive and financial covenants.

      Unlike our borrowings under the new senior credit facility, the notes, and each guarantee of the notes, are unsecured and therefore will be effectively subordinated to any secured debt we, or the relevant subsidiary guarantor, may incur to the extent of the assets securing such debt. In the event of a bankruptcy or similar proceeding involving us or a subsidiary guarantor, the assets that serve as collateral for any secured debt will be available to satisfy the obligations under the secured debt before any payments are made on the notes. As of April 3, 2005, on a pro forma basis after giving effect to the Refinancing we would have had $1,117.7 million of total debt outstanding, $796.6 million of which was secured debt, effectively senior to the notes, and up to $55.9 million of additional availability under our new senior credit facility, all of which would be effectively senior to the notes. The terms of the indenture governing the notes allow us to incur substantial amounts of additional secured debt. In addition, the notes are effectively subordinated to the debt and other liabilities of our non-guarantor subsidiaries. Borrowings under the new senior credit facility are secured by a security interest in substantially all of our and our subsidiary guarantor’s tangible and intangible property and assets, including any real property owned by us, and include a lien on all capital stock of our present and future domestic restricted subsidiaries. In the event of a liquidation, dissolution, reorganization, bankruptcy or any similar proceeding, or if our debt under the

new senior credit facility is accelerated, the lenders under such facilities would be entitled to exercise the remedies available to secured lenders under applicable law. In such event, our assets and those of our subsidiary guarantors will be available to pay obligations on the notes only after holders of our indebtedness under the new senior credit facility have been paid the value of the assets securing such debt. Accordingly, there may not be sufficient funds remaining to pay amounts due on all or any of the notes.

      Movie Gallery, Inc., the issuer of the notes, is a holding company and relies on its subsidiaries for all funds necessary to meet its financial obligations, including the notes. The assets of Movie Gallery, Inc. consist of the stock of its subsidiaries. If distributions from our subsidiaries to us were eliminated, delayed, reduced or otherwise impaired, our ability to make payments on the notes would be substantially impaired. Not all of our subsidiaries will guarantee the notes. Payments on the notes will only be required to be made by Movie Gallery, Inc. and the subsidiary guarantors. Because the non-guaranteeing subsidiaries may have other creditors and are not obligated to repay and do not guarantee repayment of the notes, you cannot rely on such subsidiaries to make any payments on the notes directly to you or to make sufficient distributions to enable us to satisfy our obligations to you under the notes. The non-guarantor subsidiaries consist of all of our foreign subsidiaries. To the extent we expand our international operations, a larger percentage of our consolidated assets, revenue and operating income may be derived from non-guarantor foreign subsidiaries. Our ability to repatriate cash from foreign subsidiaries may be limited. We will depend in part on the non-guarantor subsidiaries for dividends and other payments to generate the funds necessary to meet our financial obligations, including the payment of principal and interest on the notes. Further, the earnings from, or other available assets of, these non-guarantor subsidiaries, together with our guarantor subsidiaries, may not be sufficient to make distributions to enable us to pay interest on the notes when due or principal of the notes at maturity.

      The subsidiary guarantors’ guarantees of the notes may be subject to review under U.S. federal bankruptcy law or relevant state fraudulent conveyance laws or state laws prohibiting guarantees or other shareholder distributions by an insolvent subsidiary if a bankruptcy lawsuit or other action is commenced by or on behalf of our or the subsidiary guarantors’ unpaid creditors. Under these laws, if in such a lawsuit a court were to find that, at the time a subsidiary guarantor incurred debt (including debt represented by the guarantee), such subsidiary guarantor:

then the court could void the guarantee or subordinate the amounts owing under the guarantee to the subsidiary guarantor’s presently existing or future debt or take other actions detrimental to you.

      The subsidiary guarantors may be subject to the allegation that, since they incurred their guarantees for our benefit, they incurred the obligations under the guarantees for less than reasonably equivalent value or fair consideration. The measure of insolvency for purposes of the foregoing considerations will vary

depending upon the law of the jurisdiction that is being applied in any such proceeding. Generally, a company would be considered insolvent if, at the time it incurred the debt or issued the guarantee:

      If a guarantee is voided as a fraudulent conveyance, is a prohibited distribution to the parent shareholder or found to be unenforceable for any other reason, you will not have a claim against that obligor and will only be Movie Gallery’s creditor or that of any subsidiary guarantor whose obligation was not set aside or found to be unenforceable. In addition, the loss of a guarantee will constitute a default under the indenture, which default would cause all outstanding notes to become immediately due and payable.

      The terms of the notes require us to make an offer to repurchase the notes upon the occurrence of a change of control at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of the purchase. The terms of our new senior credit facility may require, and potentially financing and other arrangements may require, repayment of amounts outstanding in the event of a change of control and limit our ability to fund the repurchase of your notes in certain circumstances. It is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or that restrictions in our new senior credit facility, and other financing agreements will not allow there purchases. See “Description of Notes — Repurchase Upon a Change of Control.” In addition, it is not certain whether we would be required to make a change in control offer to repurchase the notes upon certain asset sales, because the meaning of “substantially all” assets, the sale of which would constitute a change of control, is not established under applicable law. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the company to repurchase such notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the company and its subsidiaries taken as a whole to another person or group may be uncertain. See “Description of Notes — Certain Covenants — Asset Sales.”

      Interest on certain of our borrowings, including borrowings under our new senior credit facility, are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income would decrease. An increase of 1.0 percentage point in the interest rates payable on our existing variable rate indebtedness would increase our 2005 estimated debt service requirements by approximately $5.2 million on a pro forma basis after giving effect to the completion of the offering of the old notes and the application of the proceeds therefrom as described in this prospectus under “Use of Proceeds” and borrowings under our new senior credit facility.

      This exchange offer is intended to satisfy our obligations under the registration rights agreement to which we entered when we issued the old notes. We will not receive any cash proceeds from this exchange offer. In exchange for the old notes that you tender pursuant to this exchange offer, you will receive new notes in like principal amount. The old notes that are surrendered in exchange for the new notes will be retired and cancelled by us upon receipt and cannot be reissued. The issuance of the new notes under this exchange offer will not result in any increase in our outstanding debt.

      The net proceeds from the sale of the old notes, together with borrowings under our new senior credit facility and cash on hand, were used to consummate the merger, to finance the 9.625% Senior Subordinated Note Tender Offer, including tender offer premiums and consent fees, to repay $125.0 million of indebtedness under Hollywood’s existing credit facility (with an effective interest rate of 6.17% at April 3, 2005) and other indebtedness of Movie Gallery and Hollywood and to pay related fees and expenses.

      The following table summarizes the estimated sources and uses of funds for the merger and the Refinancing, assuming that the closing of the merger occurred as of April 3, 2005.

       The following historical financial information is derived from our audited consolidated financial statements as of and for 2000, 2001, 2002, 2003 and 2004, and from our unaudited consolidated financial statements for the first quarter of 2005. This table should be read in conjunction with the information contained in “Use of Proceeds,” included herein, and Movie Gallery’s consolidated financial statements and the notes to those statements included in this registration statement.

Purpose and Effect of this Exchange Offer

      The new notes to be issued in the exchange offer will be exchanged for our old notes due 2012 that we issued on April 27, 2005. On that date, we issued $325.0 million of 11% senior notes due 2012. We issued the old notes in reliance upon an exemption from the registration requirements of the Securities Act. Concurrently, the initial purchasers of the old notes resold the old notes to investors believed to be “qualified institutional buyers” in reliance upon the exemption from registration provided by Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions in reliance upon the exemption provided by Rule 903 or 904 of Regulation S of the Securities Act. As part of the offering we entered into a registration rights agreement pursuant to which we agreed to:

      We agreed to issue and exchange the new notes for all old notes validly tendered and not validly withdrawn prior to the expiration of this exchange offer. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part.

      For purposes of this exchange offer, the term “holder” means any person in whose name old notes are registered on the trustee’s books or any other person who has obtained a properly completed bond power from the registered holder, or any person whose old notes are held of record by The Depository Trust Company, which we refer to as the “Depositary” or “DTC,” who desires to deliver the old notes by book-entry transfer at DTC. The terms “exchange agent” and “trustee” refer to SunTrust Bank.

Terms of this Exchange Offer

      Subject to the terms and conditions of this exchange offer, we will issue $1,000 principal amount of new notes in exchange for each $1,000 principal amount of old notes properly surrendered pursuant to this exchange offer and not validly withdrawn prior to the expiration date. Old notes may be surrendered only in integral multiples of $1,000. The form and terms of the new notes are the same as the form and terms of the old notes except that:

      The new notes will evidence the same indebtedness as the old notes, which they replace, and will be issued under, and be entitled to the benefits of, the same indenture under which the old notes were issued. As a result, both series of notes will be treated as a single class of debt securities under the indenture.

      As of the date of this prospectus, $325.0 million in aggregate principal amount of the old notes is outstanding. All of the old notes are registered in the name of Cede & Co., as nominee for DTC. Solely for reasons of administration, we have fixed the close of business on August 4, 2005 as the record date for this exchange offer for purposes of determining the persons to whom this prospectus and the accompanying letter of transmittal will be mailed initially. There will be no fixed record date for determining holders of the old notes entitled to participate in this exchange offer.

      In connection with this exchange offer, the laws of the State of New York, which govern the indenture and the notes, do not give you any appraisal or dissenters’ rights nor any other right to seek monetary damages in court. We intend to conduct this exchange offer in accordance with the provisions of the registration rights agreement and the applicable requirements of the Exchange Act and the related SEC rules and regulations.

      For all relevant purposes, we will be regarded as having accepted properly surrendered old notes if and when we give oral or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the surrendering holders of old notes for the purposes of receiving the new notes from us.

      If you surrender old notes in this exchange offer, you will not be required to pay brokerage commissions or fees. In addition, subject to the instructions in the letter of transmittal, you will not have to pay transfer taxes for the exchange of old notes. We will pay all charges and expenses, other than certain applicable taxes described under “— Other Fees and Expenses.”

Conditions to this Exchange Offer; Waivers

      Notwithstanding any other term of this exchange offer, or any extension of this exchange offer, we do not have to accept for exchange, or exchange new notes for, any old notes, and we may terminate this exchange offer before acceptance of the old notes, if:

      If we, in our sole discretion, determine that any of the above conditions is not satisfied, we may:

Consequences to Holders of Old Notes Not Tendering in this Exchange Offer

      Participation in this exchange offer is voluntary. You are urged to consult your legal, financial and tax advisors in making your decisions on what action to take.

      Old notes that are not exchanged will remain “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act. Accordingly, they may not be offered, sold, pledged or otherwise transferred except:

Expiration Date; Extensions; Amendments

      The “expiration date” is 5:00 p.m., New York City time on September 6, 2005 unless we extend this exchange offer, in which case the expiration date is the latest date and time to which we extend this exchange offer.

      In order to extend this exchange offer, we will:

      We reserve the right:

      Any delay in acceptance, extension, termination or amendment will be followed as soon as practicable by a press release or other public announcement or post-effective amendment to the registration statement.

      If this exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose that amendment by means of a prospectus supplement or post-effective amendment that will be distributed to the holders. We will also extend this exchange offer for a period of five to ten business days, depending upon the significance of the amendment and the manner of disclosure to the holders, if this exchange offer would otherwise expire during the five to ten business day period.

      We will have no obligation to publish, advertise or otherwise communicate any public announcement of any delay, extension, amendment (other than amendments constituting a material change to this exchange offer) or termination that we may choose to make, other than by making a timely release to an appropriate news agency.

Effect of Surrendering Old Notes

      By surrendering old notes pursuant to this exchange offer, you will be representing to us that, among other things:

      In addition, if you are a broker-dealer and you will receive new notes for your own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities, you must acknowledge in the letter of transmittal that you will deliver a prospectus in connection with any resale of your new notes. See “Plan of Distribution.”

Interest on the New Notes

      The new notes will accrue interest on the same terms as the old notes at the rate of 11% per year from April 27, 2005, payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2005. Old notes accepted for exchange will not receive accrued interest thereon at the time of exchange. However, each registered note will bear interest from the most recent date to

which interest has been paid on the old notes, or if no interest has been paid on the old notes or the new notes, from April 27, 2005.

Resale of the New Notes

      We believe that you will be allowed to resell the new notes to the public without registration under the Securities Act and without delivering a prospectus that satisfies the requirements of Section 10 of the Securities Act, if you can make the representations set forth above under “— Effect of Surrendering Old Notes.” However, if you intend to participate in a distribution of the new notes, you must comply with the registration requirements of the Securities Act and deliver a prospectus in connection with resales, unless an exemption from registration is otherwise available. In addition, you will be subject to additional restrictions if you are an “affiliate” of Movie Gallery as defined under Rule 405 of the Securities Act. You will be required to represent to us in the letter of transmittal accompanying this prospectus that you meet these conditions exempting you from the registration requirements.

      Our belief that you will be allowed to resell the new notes without registration is based on SEC interpretations expressed in no-action letters to other issuers in exchange offers like ours. However, we have not asked the SEC to consider this particular exchange offer in the context of a no-action letter. Therefore, you cannot be certain that the SEC’s interpretations applicable to other exchange offers will apply to this exchange offer.

      Each broker-dealer that receives new notes for its own account in exchange for old notes, where such old notes 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 notes during the Exchange Offer Registration Period. See “Plan of Distribution.”

Acceptance of Old Notes for Exchange; Delivery of New Notes

      On the settlement date, new notes to be issued in exchange for old notes in this exchange offer, if consummated, will be delivered in book-entry form.

      We will be deemed to have accepted validly tendered old notes that have not been validly withdrawn as provided in this prospectus when, and if, we have given oral or written notice thereof to the exchange agent. Subject to the terms and conditions of this exchange offer, delivery of new notes will be made by the exchange agent on the settlement date upon receipt of such notice. The exchange agent will act as agent for tendering holders of the old notes for the purpose of receiving old notes and transmitting new notes as of the settlement date with respect to the old notes. If any tendered old notes are not accepted for any reason set forth in the terms and conditions of this exchange offer, those unaccepted old notes will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of this exchange offer.

Procedures for Tendering

      A holder of old notes who wishes to accept this exchange offer, and whose old notes are held by a custodial entity such as a bank, broker, dealer, trust company or other nominee, must instruct the custodial entity to tender and consent with respect to that holder’s old notes on the holder’s behalf pursuant to the procedures of the custodial entity.

      To tender in this exchange offer, a holder of old notes must either:

      The exchange agent and DTC have confirmed that the exchange offer is eligible for ATOP. The letter of transmittal (or facsimile thereof), with any required signature guarantees, or (in the case of book-entry transfer) an agent’s message in lieu of the letter of transmittal, and any other required documents, must be transmitted to and received by the exchange agent on or prior to the expiration date of the exchange offer at one of its addresses set forth under “— Exchange Agent” in this prospectus or as set forth in the Letter of Transmittal. Old notes will not be deemed surrendered until the letter of transmittal and signature guarantees, if any, or agent’s message, are received by the exchange agent.

      The method of delivery of old notes, the letter of transmittal, and all other required documents to the exchange agent is at the election and risk of the holder. Instead of delivery by mail, holders should use an overnight or hand delivery service, properly insured. In all cases, sufficient time should be allowed to assure delivery to and receipt by the exchange agent on or before the expiration date. Do not send the letter of transmittal or any old notes to anyone other than the exchange agent.

      All new notes will be delivered only in book-entry form through DTC. Accordingly, if you anticipate tendering other than through DTC, you are urged to contact promptly a bank, broker or other intermediary (that has the capability to hold securities custodially through DTC) to arrange for receipt of any new notes to be delivered to you pursuant to the exchange offer and to obtain the information necessary to provide the required DTC participant with account information for the letter of transmittal.

      If you wish to tender old notes held on your behalf by a nominee with DTC, you must:

      Signatures on a letter of transmittal or notice of withdrawal described below (see “— Withdrawal of Tenders”), as the case may be, must be guaranteed by an eligible institution unless the old notes tendered pursuant to the letter of transmittal are tendered (i) by a holder who has not completed the box entitled “Special Delivery Instructions” or “Special Issuance Instructions” on the letter of transmittal or (ii) for the account of an eligible institution. If signatures on a letter of transmittal or notice of withdrawal are required to be guaranteed, such guarantee must be made by an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Exchange Act.

      If the letter of transmittal is signed by the holder(s) of old notes tendered thereby, the signature(s) must correspond with the name(s) as written on the face of the old notes without alteration, enlargement or any change whatsoever. If any of the old notes tendered thereby are held by two or more holders, all

such holders must sign the letter of transmittal. If any of the old notes tendered thereby are registered in different names on different old notes, it will be necessary to complete, sign and submit as many separate letters of transmittal, and any accompanying documents, as there are different registrations of certificates.

      If old notes that are not tendered for exchange pursuant to the exchange offer are to be returned to a person other than the holder thereof, certificates for such old notes must be endorsed or accompanied by an appropriate instrument of transfer, signed exactly as the name of the registered owner appears on the certificates, with the signatures on the certificates or instruments of transfer guaranteed by an eligible institution.

      If the letter of transmittal is signed by a person other than the holder of any old notes listed therein, such old notes must be properly endorsed or accompanied by a properly completed bond power, signed by such holder exactly as such holder’s name appears on such old notes. If the letter of transmittal or any old notes, bond powers or other instruments of transfer are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

      No alternative, conditional, irregular or contingent tenders will be accepted. By executing the letter of transmittal (or facsimile thereof), the tendering holders of old notes waive any right to receive any notice of the acceptance for exchange of their old notes. Tendering holders should indicate in the applicable box in the letter of transmittal the name and address to which payments and/or substitute certificates evidencing old notes for amounts not tendered or not exchanged are to be issued or sent, if different from the name and address of the person signing the letter of transmittal. If no such instructions are given, old notes not tendered or exchanged will be returned to such tendering holder.

      All questions as to the validity, form, eligibility (including time of receipt), and acceptance and withdrawal of tendered old notes will be determined by us in our absolute discretion, which determination will be final and binding. We reserve the absolute right to reject any and all tendered old notes determined by us not to be in proper form or not to be properly tendered or any tendered old notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive, in our absolute discretion, any defects, irregularities or conditions of tender as to particular old notes, whether or not waived in the case of other old notes. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent nor any other person will be under any duty to give such notification or shall incur any liability for failure to give any such notification. Tenders of old notes will not be deemed to have been made until such defects or irregularities have been cured or waived.

      Any holder whose old notes have been mutilated, lost, stolen or destroyed will be responsible for obtaining replacement securities or for arranging for indemnification with the trustee of the old notes. Holders may contact the exchange agent for assistance with such matters.

Withdrawal of Tenders

      You may withdraw tenders of old notes at any time prior to the expiration date.

      For a withdrawal of a tender to be effective, a written or facsimile transmission notice of withdrawal must be received by the exchange agent prior to the deadline described above at its address set forth under “— Exchange Agent” in this prospectus. The withdrawal notice must:

      Withdrawal of tenders of old notes may not be rescinded, and any old notes properly withdrawn will be deemed not validly tendered for purposes of this exchange offer. Properly withdrawn old notes may, however, be retendered by again following one of the procedures described in “— Procedures for Tendering” prior to the expiration date.

Exchange Agent

      SunTrust Bank has been appointed the exchange agent for this exchange offer. Letters of transmittal and all correspondence in connection with this exchange offer should be sent or delivered by each holder of old notes, or a beneficial owner’s commercial bank, broker, dealer, trust company or other nominee, to the exchange agent as follows:

      We will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable, out-of-pocket expenses in connection with this exchange offer.

Other Fees and Expenses

      We will bear the expenses of soliciting tenders of the old notes. The principal solicitation is being made by mail. Additional solicitations may, however, be made by facsimile transmission, telephone, email or in person by our officers and other employees and those of our affiliates.

      Tendering holders of old notes will not be required to pay any fee or commission. If, however, a tendering holder handles the transaction through its broker, dealer, commercial bank, trust company or other institution, the holder may be required to pay brokerage fees or commissions.

Accounting Treatment

      Since they represent the same indebtedness, the new notes will be recorded at the same carrying value as the old notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the completion of the exchange offer.

      The old notes were issued under an Indenture (the “Indenture”) between Movie Gallery, Inc. (the “Company”), as issuer, the Guarantors and SunTrust Bank, as trustee (the “Trustee”), in a private transaction that was not subject to the registration requirements of the Securities Act. The indenture is subject to and governed by the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.

      The following description is a summary of the material provisions of the Indenture. It does not restate the Indenture in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights as holders of the notes. A copy of the Indenture has been filed as an exhibit to the registration statement of which this prospectus is a part.

      You can find the definitions of certain terms used in this description under the subheading “Certain Definitions.” Certain defined terms used in this description but not defined below under “— Certain Definitions” have the meanings assigned to them in the Indenture. In this description, the word “Company” refers only to Movie Gallery, Inc. and not any subsidiary, and the word “notes” refers to the notes originally issued on the issue date, Exchange Notes and Additional Notes.

General

      The notes will mature on May 1, 2012. The Company issued notes in denominations of $1,000 and integral multiples of $1,000. The notes will not be entitled to the benefit of any mandatory sinking fund.

      Interest on the notes will accrue at the rate of 11% per year and will be payable semiannually in arrears on May 1 and November 1, commencing on November 1, 2005. The Company will make each interest payment to the Holders of record on the immediately preceding April 15 and October 15.

      Interest on the notes will accrue from (and including) the date of original issuance or, if interest has already been paid, from (and including) the most recent interest payment date to which interest has been paid to (and excluding) the next interest payment date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

      The redemption of notes with unpaid and accrued interest to the date of redemption will not affect the right of Holders of record on a record date to receive interest due on an interest payment date. When we refer to the Company’s obligation to pay interest upon the redemption, repurchase or acceleration of the notes, we are including liquidated damages under the Registration Rights Agreement.

      The notes will:

      Subject to the limitations set forth under “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock,” the Company may incur additional Indebtedness. At the Company’s option, this additional Indebtedness may consist of additional notes (“Additional Notes”) issued in one or more transactions, which have identical terms as notes issued on the Issue Date and Exchange Notes. Holders of Additional Notes would have the right to vote together with Holders of notes issued on the Issue Date and Exchange Notes as one class.

      The notes will be guaranteed, jointly and severally, by all of the existing and future Domestic Restricted Subsidiaries of the Company. Each such Subsidiary Guarantee will:

      Each Guarantor will unconditionally guarantee the performance of all obligations of the Company under the Indenture and the notes. The Obligations of each Guarantor in respect of its Subsidiary Guarantee will be limited to the maximum amount as will result in the Obligations not constituting a fraudulent conveyance or fraudulent transfer under U.S. federal or state law. See “Risk Factors — Risks Associated with the Notes.”

      A Guarantor will be released and relieved of its obligations under its Subsidiary Guarantee in the event: (1) there is a Legal Defeasance of the notes as described under “— Legal Defeasance and Covenant Defeasance”; (2) there is a sale or other disposition of Capital Stock of such Guarantor following which such Guarantor is no longer a direct or indirect Subsidiary of the Company; or (3) such Guarantor is designated as an Unrestricted Subsidiary in accordance with “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries”, provided, in each case, that the transaction is carried out pursuant to and in accordance with any other applicable provisions of the Indenture.

      If any Person becomes a Domestic Restricted Subsidiary (including upon a Revocation of the Designation of a Subsidiary as an Unrestricted Subsidiary), the Company will cause that Domestic Restricted Subsidiary concurrently to become a Guarantor by executing a supplemental indenture and providing the Trustee with an Officers’ Certificate and Opinion of Counsel.

      Under the circumstances described under “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate certain of our Subsidiaries as Unrestricted Subsidiaries. Unrestricted Subsidiaries will not be subject to the restrictive covenants in the Indenture and will not guarantee the notes. In addition, the non-Domestic Subsidiaries will not guarantee the notes. On a pro forma basis after giving effect to the merger, the issuance of the notes and our borrowings under the Bank Credit Facility as described under “Use of Proceeds,” the Subsidiaries that will not guarantee the notes represented approximately 2.7% of our consolidated assets, approximately 2.3% of our consolidated revenue and approximately 3.9% of our consolidated operating income. See “Risk Factors — Risks Associated with the Notes — We rely on our subsidiaries to fund our financial obligations, including the notes. Additionally, not all of our subsidiaries will guarantee the notes, and assets of our non-guarantor subsidiaries may not be available to make payments on the notes.”

      In the event of a bankruptcy, liquidation or reorganization of a non-guarantor subsidiary, the non-guarantor subsidiary would pay the holders of its debt and its trade creditors before it would be able to distribute any of its assets to us. In addition, holders of minority equity interests in Subsidiaries may receive distributions prior to or pro rata with the Company depending on the terms of the equity interests.

      As of April 3, 2005, on a pro forma basis after giving effect to the offering of the old notes and the related transactions as described under “Use of Proceeds”, (a) the Company would have had consolidated indebtedness of $1,117.7 million, of which $796.6 million would have been secured Indebtedness and the Company would have had $55.9 million of additional borrowing capacity under the Bank Credit Facility and (b) the total liabilities of the Subsidiaries that are not Guarantors would have been approximately $13.1 million, including trade payables.

      If a Holder has given wire transfer instructions to the Company, the Company will make all principal, premium and interest payments on those notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the Paying Agent and Registrar in New York City unless the Company elects to make interest payments by check mailed to the registered Holders at their registered addresses.

      Initially, the Trustee will act as Paying Agent and Registrar for the notes. The Company may change the Paying Agent and Registrar without notice to Holders.

Optional Redemption

      Except as stated below, the Company may not redeem the notes prior to May 1, 2008. The Company may redeem the notes, at its option, in whole at any time or in part from time to time, on or after May 1, 2008, at the following redemption prices, expressed as percentages of the principal amount thereof, if redeemed during the twelve-month period commencing on May 1 of any year set forth below:

      Notwithstanding the foregoing, at any time, or from time to time, on or prior to May 1, 2008, the Company may, at its option, use the net cash proceeds of one or more Equity Offerings to redeem in the aggregate up to 35% of the aggregate principal amount of the notes originally issued at a redemption price equal to 111% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of redemption; provided, that:

      In the event that less than all of the notes are to be redeemed at any time, selection of notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the notes are listed or, if the notes are not then listed on a national securities exchange, on a pro rata basis, by lot or by any other method as the Trustee in its sole discretion shall deem fair and appropriate.

      If a partial redemption is made with the proceeds of an Equity Offering, selection of the notes or portions thereof for redemption shall, subject to the preceding sentence, be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of DTC), unless the method is otherwise prohibited. No notes of a principal amount of $1,000 or less shall be redeemed in part and notes of a principal amount in excess of $1,000 may be redeemed in part in multiples of $1,000 only.

      Notice of any redemption shall be mailed by first-class mail, postage prepaid, at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address. If notes are to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed. A new note in a principal amount equal to the unredeemed portion thereof (if any) will be issued in the name of the Holder thereof upon cancellation of the original note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made, as appropriate).

      The Company will pay the redemption price for any note together with accrued and unpaid interest thereon through the date of redemption. On and after the redemption date, interest will cease to accrue on notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.

Mandatory Redemption

      The Company is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase upon a Change of Control

      Upon the occurrence of a Change of Control, each Holder will have the right to require that the Company purchase all or a portion (in integral multiples of $1,000) of the Holder’s notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon through the date of purchase (the “Change of Control Payment”). Within 20 days following the date upon which the Change of Control occurred, the Company must send, by first-class mail, a notice to each Holder, with a copy to the Trustee, offering to purchase the notes as described above (a “Change of Control Offer”). The Change of Control Offer shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date the notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the purchase of notes in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Change of Control” provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Indenture by doing so.

      On the Change of Control Payment Date, the Company will, to the extent lawful:

      If only a portion of a note is purchased pursuant to a Change of Control Offer, a new note in a principal amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original note (or appropriate adjustments to the amount and beneficial

interests in a Global Note will be made, as appropriate). Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and cannot be reissued.

      If a Change of Control Offer occurs, there can be no assurance that the Company will have available funds sufficient to make the Change of Control Payment for all the notes that might be delivered by Holders seeking to accept the Change of Control Offer. In the event the Company is required to purchase outstanding notes pursuant to a Change of Control Offer, the Company expects that it would seek third-party financing to the extent it does not have available funds to meet its purchase obligations and any other obligations in respect of its Indebtedness arising in connection with the Change of Control. However, there can be no assurance that the Company would be able to obtain necessary financing.

      The definition of “Change of Control” in the Indenture is limited in scope. Holders will not be entitled to require the Company to purchase their notes in the event of a takeover, recapitalization, leveraged buyout or similar transaction that does not constitute a Change of Control.

      The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.

      The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of notes to require the Company to repurchase such notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

      The Bank Credit Facility contains, and other Indebtedness of the Company may contain, prohibitions on the occurrence of events that would constitute a Change of Control or require that Indebtedness to be repaid or repurchased upon a Change of Control. Moreover, the exercise by the Holders of their right to require the Company to repurchase the notes upon a Change of Control could cause a default under the Bank Credit Facility and such other Indebtedness even if the Change of Control itself does not, including as a result of the financial impact of such repurchase on the Company. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing notes, the Company could seek the consent of its lenders to the purchase of notes or could attempt to refinance any borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such Indebtedness, the Company will remain prohibited from purchasing notes. In such case, the Company’s failure to purchase tendered notes would constitute an Event of Default under the Indenture which may, in turn, constitute a default under the Bank Credit Facility and under such other agreements.

Certain Covenants

      (A) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, take any of the following actions (each, a “Restricted Payment”):

      if at the time of the Restricted Payment immediately after giving effect thereto:

      (B) Notwithstanding the preceding paragraph (A), this covenant does not prohibit:

      In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date, amounts expended pursuant to clauses (1) (without duplication for the declaration of the relevant dividend), (4), (5), (6), (7) and (10) of this paragraph shall be included in such calculation and amounts expended pursuant to clauses (2), (3) (8) and (9) of this paragraph shall not be included in such calculation.

      The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness, including Acquired Indebtedness, or permit any Restricted Subsidiary to Incur Preferred Stock, except that the Company and any Guarantor may Incur Indebtedness, including Acquired Indebtedness, if, at the time of and immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, no Default or Event of Default shall have occurred and be continuing and the Consolidated Leverage Ratio would be greater than zero and less than 3.50 to 1.0.

      Notwithstanding the paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Indebtedness as provided in the definition thereof. For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (16) of the definition thereof, the

Company shall, in its sole discretion, classify (or later reclassify) such item of Indebtedness in any manner that complies with this covenant.

      For purposes of determining compliance with, and the outstanding principal amount of, any particular Indebtedness Incurred pursuant to and in compliance with this covenant, the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. Accrual of interest, the accretion or amortization of original issue discount, the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Disqualified Capital Stock or Preferred Stock in the form of additional Disqualified Capital Stock or Preferred Stock with the same terms will not be deemed to be an Incurrence of Indebtedness or Preferred Stock for purposes of this covenant.

      For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent, determined on the date of the Incurrence, of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent of the Indebtedness Refinanced, determined in accordance with the preceding sentence, except to the extent that the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such Refinancing Indebtedness is Incurred.

      The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

      The Company or such Restricted Subsidiary, as the case may be, may apply the Net Cash Proceeds of any such Asset Sale within 360 days thereof to:

      To the extent all or a portion of the Net Cash Proceeds of any Asset Sale are not applied within the 360 days of the Asset Sale as described in clause (1), (2) or (3) of the immediately preceding paragraph, the Company will make an offer to purchase notes (the “Asset Sale Offer”), at a purchase price equal to 100% of the principal amount of the notes to be purchased, plus accrued and unpaid interest thereon, to the date of purchase (the “Asset Sale Offer Amount”). Pursuant to an Asset Sale Offer, the Company shall purchase from all tendering Holders on a pro rata basis, and, at the Company’s option, on a pro rata basis with the holders of any other Indebtedness that is not, by its terms, expressly subordinated in right of payment to the notes and the terms of which require an offer to purchase such other Indebtedness to be made with the proceeds from the sale of assets (“Pari Passu Debt”), that principal amount (or accreted value in the case of Indebtedness issued with original issue discount) of notes and Pari Passu Debt to be purchased equal to such unapplied Net Cash Proceeds.

      Within 20 days following the 360th day following the date upon which the Asset Sale occurred, the Company must send, by first-class mail, a notice to the record Holders as shown on the register of Holders on such 360th day, with a copy to the Trustee, offering to purchase the notes as described above (an “Asset Sale Offer”). The Asset Sale Offer shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date the notice is mailed, other than as may be required by law (the “Asset Sale Payment Date”).

      Upon receiving notice of an Asset Sale Offer, Holders may elect to tender their notes in whole or in part in integral multiples of $1,000 in exchange for cash. The Company may, however, defer an Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Sales equal to or in excess of $10.0 million. At that time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this covenant. Pending application in accordance with this covenant, Net Cash Proceeds may be applied to temporarily reduce revolving credit borrowings which can be reborrowed or invested in Cash Equivalents.

      On the Asset Sale Offer Payment Date, the Company will, to the extent lawful:

      To the extent Holders of notes and holders of other Pari Passu Debt, if any, which are the subject of an Asset Sale Offer properly tender notes or the other Pari Passu Debt in an aggregate amount exceeding the amount of unapplied Net Cash Proceeds, the Company will purchase the notes and the other Pari Passu Debt on a pro rata basis (based on amounts tendered). If only a portion of a note is purchased pursuant to an Asset Sale Offer, a new note in a principal amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made, as appropriate). Notes (or portions thereof) purchased pursuant to an Asset Sale Offer will be cancelled and cannot be reissued.

      The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws in connection with the purchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the “Asset Sale” provisions of the Indenture, the Company shall comply with these laws and regulations and shall not be deemed to have breached its obligations under the “Asset Sale” provisions of the Indenture by doing so.

      Upon completion of an Asset Sale Offer, the amount of Net Cash Proceeds will be reset at zero. Accordingly, to the extent that the aggregate amount of notes and other Indebtedness tendered pursuant to an Asset Sale Offer is less than the aggregate amount of unapplied Net Cash Proceeds, the Company may use any remaining Net Cash Proceeds for general corporate purposes of the Company and its Restricted Subsidiaries.

      In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under “— Merger, Consolidation or Sale of Assets,” the Successor Entity shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to the deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of properties and assets of the Company or its Restricted Subsidiaries so deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant.

      If at any time any non-cash consideration received by the Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any non-cash consideration), the conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant within 360 days of conversion or disposition.

      The Company will not, directly or indirectly, Incur any Indebtedness that is contractually subordinate or junior in right of payment to any other Indebtedness of the Company unless it is contractually subordinate in right of payment to the notes to the same extent. The Company will not permit any Guarantor to Incur any Indebtedness that is contractually subordinate or junior in right of payment to any other Indebtedness of such Guarantor unless it is contractually subordinate in right of payment to such Guarantor’s Subsidiary Guarantee to the same extent.

      The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Liens of any kind (except for Permitted Liens) against or upon any of their respective properties or assets, whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom, unless contemporaneously therewith effective provision is made, in the case of the Company or any Restricted Subsidiary other than a Guarantor, to secure the notes and all other amounts due under the Indenture, and, in the case of a Guarantor, to secure such Guarantor’s Subsidiary Guarantee of the notes and all other amounts due under the Indenture, in each case, equally and ratably with such Indebtedness (or, in the event that such Indebtedness is subordinated in right of payment to the notes or such Subsidiary Guarantee, as the case may be, prior to such Indebtedness) with a Lien on the same properties and assets securing such Indebtedness for so long as such Indebtedness is secured by such Lien.

      The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to:

      However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

      The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each an “Affiliate Transaction”), unless:

      The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

      The Company may designate after the Issue Date any Subsidiary of the Company as an “Unrestricted Subsidiary” under the Indenture (a “Designation”) only if:

      Neither the Company nor any Restricted Subsidiary will at any time:

      The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if:

      Any Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary. Any Designation of a Subsidiary of

the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such Designation and an Officers’ Certificate certifying that such Designation complied with the preceding conditions and was permitted by the Indenture.

      The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly, enter into any Sale and Leaseback Transaction; provided, that the Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if:

      If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary after the date of the Indenture (other than an Immaterial Subsidiary), then that newly acquired or created Domestic Restricted Subsidiary will become a Guarantor and execute a supplemental Indenture and deliver to the trustee an Opinion of Counsel to the effect that the supplemental Indenture has been duly authorized, executed and delivered by the Domestic Restricted Subsidiary and constitutes a valid and binding obligation of the Domestic Restricted Subsidiary, enforceable against the Domestic Restricted Subsidiary in accordance with its terms (subject to customary exceptions), all within 30 business days of the date on which it was acquired or created; provided, however, that the foregoing shall not apply to subsidiaries that have properly been designated as Unrestricted Subsidiaries in accordance with the Indenture for so long as they continue to constitute Unrestricted Subsidiaries.

      The Company will not, in a single transaction or series of related transactions, directly or indirectly: (1) consolidate or merge with or into any Person (whether or not the Company is the surviving or continuing Person), or (2) sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company’s properties and assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries), to any Person unless:

      For purposes of this covenant, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

      Clause (2) of the first paragraph of this “Merger, Consolidation or Sale of Assets” covenant will not apply to:

      Upon any consolidation, combination or merger or any transfer of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries in accordance with this covenant, in which the Company is not the continuing corporation, the Successor Entity formed by such consolidation or into which the Company is merged or to which such conveyance, lease or transfer is made will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the notes with the same effect as if such Successor Entity had been named as such. For the avoidance of doubt, compliance with this covenant will not affect the obligations of the Company (including a Successor Entity, if applicable) under “— Repurchase Upon a Change of Control,” if applicable.

      Each Guarantor will not, and the Company will not cause or permit any Guarantor to, consolidate with or merge into, or sell or dispose of all or substantially all of its assets to, any Person (other than the Company) that is not a Guarantor unless:

      The Company will not, and will not permit any Restricted Subsidiary to, engage in any businesses other than a Permitted Business, except to such extent as would not be material to the Company and its Restricted Subsidiaries, taken as a whole.

      The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any notes for or as an inducement to any consent, waiver or amendment of any terms or provisions of the notes, unless the consideration is offered to be paid or agreed to be paid to all Holders of the notes who so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

      Whether or not required by the rules and regulations of the Commission, so long as any notes remain outstanding, the Company will:

      In addition, at any time when the Company is not subject to or is not current in its reporting obligations under clause (2) of the preceding paragraph, the Company will make available, upon request, to any holder and any prospective purchaser of notes the information required pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

      Each of the following is an Event of Default:

      If an Event of Default (other than an Event of Default specified in clause (7) above with respect to the Company) will occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If an Event of Default specified in clause (7) above occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

      At any time after a declaration of acceleration with respect to the notes as described in the preceding paragraph, the Holders of a majority in principal amount of the notes may rescind and cancel such declaration and its consequences:

      No rescission shall affect any subsequent Default or impair any rights relating thereto.

      The Holders of a majority in principal amount of the notes may waive any existing Default or Event of Default under the Indenture, and its consequences, except a default in the payment of the principal of, premium, if any, or interest on any notes.

      Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable indemnity to the satisfaction of the Trustee. Subject to all provisions of the Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. No Holder of any notes will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless: