Notes Registration Rights Agreement

Notes Registration Rights Agreement. Means that certain Registration Rights Agreement, substantially in the form attached as Exhibit D to the Transaction Agreement, by and among the Company and Dialectic Technology SPV LLC, to be entered into at the Closing (as defined in the Transaction Agreement), upon the terms and subject to the conditions set forth therein.

Notes Registration Rights Agreement. Means the Exchange and Registration Rights Agreement dated August 16, 2005 between the Company, the Guarantor and Goldman, Sachs & Co, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated as Remarketing Agents, as the same may be amended from time to time in accordance with the terms therein.