Exhibit 4.3


 


 


 


REGISTRATION RIGHTS AGREEMENT





by and among





WRKCo Inc. 




the Guarantors

party hereto



and



Merrill Lynch, Pierce, Fenner & Smith Incorporated


HSBC Securities (USA) Inc.


Rabo Securities USA, Inc.


SMBC Nikko Securities America, Inc.


Wells Fargo Securities, LLC



as Representatives of the Initial Purchasers 












Dated as of December 3, 2018


 






    


    


    

REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this “Agreement”)
is made and entered into as of December 3, 2018, by and among WRKCo Inc., a Delaware corporation (the “Company”), the
Guarantors party hereto (collectively, the “Guarantors”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
HSBC Securities (USA) Inc., Rabo Securities USA, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as
representatives (the “Representatives”) of the several initial purchasers named in Schedule A (the “Initial Purchasers”).
Pursuant to the Purchase Agreement (as defined below), the Initial Purchasers have agreed to purchase the Company’s 4.650%
Senior Notes due 2026 (the “2026 Notes”) and the 4.900% Senior Notes due 2029 (the “2029 Notes” and, together
with the 2026 Notes, the “Notes”), each series of which are fully and unconditionally guaranteed by the Guarantors
(the “Guarantees”). The Notes and the Guarantees are herein collectively referred to as the “Securities.”


 


This Agreement is made pursuant to the Purchase Agreement, dated
November 27, 2018 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Representatives, for
themselves and on behalf of the several Initial Purchasers, (i) for the benefit of the Initial Purchasers and (ii) for the benefit
of the holders from time to time of the Securities, including the Initial Purchasers. In order to induce the Initial Purchasers
to purchase the Securities, the Company has agreed to provide the registration rights set forth in this Agreement. The execution
and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(f) of the Purchase
Agreement.


 


The parties hereby agree as follows:


 


Section 1.          
Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:


 


2026 Notes: As defined in the preamble hereof.


 


2029 Notes: As defined in the preamble hereof.


 


Additional Interest: As defined in Section 5 hereof.


 


Additional Interest Payment Date: With respect to the Transfer
Restricted Securities, each Interest Payment Date.


 


Advice: As defined in Section 6(c) hereof.


 


Agreement: As defined in the preamble hereof.


 


Broker-Dealer: Any broker or dealer registered under the Exchange
Act.


 






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Business Day: Any day other than a Saturday, Sunday or U.S.
federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated
to be closed.


 


Closing Date: The date of this Agreement.


 


Commission: The Securities and Exchange Commission.


 


Company: As defined in the preamble hereof.


 


Consummate: A registered Exchange Offer shall be deemed “Consummated”
for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange
Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such
Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum
period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of
Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Transfer Restricted Securities
that were tendered by Holders thereof pursuant to the Exchange Offer.


 


Exchange Act: The Securities Exchange Act of 1934, as amended.


 


Exchange Date: As defined in Section 3(a) hereof.


 


Exchange Offer: The registration by the Company under the
Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders
of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities
held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer
Restricted Securities tendered in such exchange offer by such Holders.


 


Exchange Offer Registration Statement: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.


 


Exchange Securities: The (x) 4.650% Senior Notes due 2026,
of the same series under the Indenture as the Transfer Restricted Securities, and the Guarantees thereof and (y) 4.900% Senior
Notes due 2029, of the same series under the Indenture as the Transfer Restricted Securities, and the Guarantees thereof to be
issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement, as applicable.


 


FINRA: Financial Industry Regulatory Authority, Inc.


 


Free Writing Prospectus: Each free writing prospectus (as
defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in
connection with the sale of the Securities or the Exchange Securities.


 






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Given: With respect to any notice to be given to a Holder
pursuant to this Agreement, notice sent to such Holder by first class mail or by overnight air courier promising next Business
Day, in each case prepaid, at its address or by electronic transmission at its email address as it appears on the records of the
Registrar under the Indenture in accordance with Section 12(d). Notice so “given” shall be deemed to include any notice
to be “mailed” “sent” or “delivered,” as applicable, under this Agreement.


 


Guarantees: As defined in the preamble hereof.


 


Guarantors: As defined in the preamble hereof.


 


Holder: As defined in Section 2(b) hereof.


 


Indenture: The Indenture, dated as of December 3, 2018, by
and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”),
as supplemented by the First Supplemental Indenture, dated as of December 3, 2018, by and among the Company, the Guarantors and
the Trustee, pursuant to which the Securities are to be issued.


 


Initial Purchasers: As defined in the preamble hereof.


 


Interest Payment Date: As defined in the Indenture and the
Securities.


 


Notes: As defined in the preamble hereof.


 


Person: An individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision thereof.


 


Prospectus: The prospectus included in a Registration Statement
(including, without limitation, any “issuer free writing prospectus” as defined in Rule 433 under the Securities Act),
as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments,
and all material incorporated by reference into such Prospectus.


 


Purchase Agreement: As defined in the preamble hereof.


 


Registration Default: As defined in Section 5 hereof.


 


Registration Statement: Any registration statement of the
Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of
Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this
Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference therein.


 


Representatives: As defined in the preamble hereof.


 






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Securities: As defined in the preamble hereof.


 


Securities Act: The Securities Act of 1933, as amended.


 


Shelf Filing Deadline: As defined in Section 4(a) hereof.


 


Shelf Registration Statement: As defined in Section 4(a) hereof.


 


Transfer Restricted Securities: The Securities; provided
that a Security shall cease to be a Transfer Restricted Security on the earliest to occur of (a) the date on which such Security
is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the holder of such Exchange
Security without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Security
has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement and
(c) the date on which such Security is distributed to the public by a Broker-Dealer pursuant to the “Plan of Distribution”
contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein).


 


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


 


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


 


Section 2.          
Securities Subject to this Agreement.


 


(a)              
Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted
Securities.


 


(b)              
Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each,
a “Holder”) whenever such Person owns Transfer Restricted Securities.


 


Section 3.          
Registered Exchange Offer.


 


(a)              
Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth
in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i)(A) use its commercially reasonable
efforts to cause to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities
and the Exchange Offer and (B) use commercially reasonable efforts to cause such Registration Statement to become effective,
(ii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary
in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration
Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration
and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are
necessary to permit Consummation of the Exchange Offer, and (iii) upon the effectiveness of such Registration Statement, commence
the Exchange Offer. Each of the Company and the Guarantors shall use commercially reasonable efforts to Consummate the Exchange
Offer not later than June 1, 2020 (the “Exchange Date”). The Exchange Offer, if required pursuant to this Section 3(a),
shall be on the appropriate form permitting registration of the Exchange Securities of the applicable series to be offered in exchange
for the Transfer Restricted Securities of such series and to permit resales of Transfer Restricted Securities of such series held
by Broker-Dealers as contemplated by Section 3(c) hereof.


 






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(b)              
If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to Section 3(a) above,
each of the Company and the Guarantors shall use commercially reasonable efforts to cause the Exchange Offer Registration Statement
to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under
applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event
shall such period be less than 20 Business Days after the date notice of the Exchange Offer is given to the Holders. The Company
shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange
Securities shall be included in the Exchange Offer Registration Statement. Each of the Company and the Guarantors shall use its
commercially reasonable efforts to cause the Exchange Offer to be Consummated by the Exchange Date.


 


(c)              
The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of
the Exchange Offer Registration Statement that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for
its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities
acquired directly from the Company) may exchange such Transfer Restricted Securities pursuant to the Exchange Offer; however, such
Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver
a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received
by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer
of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall
also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit
such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the
amount of Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the Commission.


 


Each of the Company and the Guarantors shall use its commercially
reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required
by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Exchange Securities
acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure
that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission
as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration
Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection
with market-making or other trading activities.


 






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The Company shall provide sufficient copies of the latest version
of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing
sentence) period in order to facilitate such resales.


 


It is agreed that if the Exchange Offer required to be Consummated
pursuant to this Agreement is not so Consummated by the Exchange Date, the only remedy to the Holders, except as provided in Section
4 hereof, after the Exchange Date will be Additional Interest as set forth in Section 5 hereof.


 


Section 4.          
Shelf Registration.


 


(a)              
Shelf Registration. If (i) the Company and the Guarantors are not required to file an Exchange Offer Registration
Statement or to Consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission
policy (after the procedures set forth in Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer
is not Consummated by the Exchange Date or (iii) prior to the Exchange Date: (A) the Initial Purchasers so request from the Company
with respect to Transfer Restricted Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer, (B)
with respect to any Holder of Transfer Restricted Securities, such Holder notifies the Company that (i) such Holder is prohibited
by applicable law or Commission policy from participating in the Exchange Offer, (ii) such Holder may not resell the Exchange Securities
acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange
Offer Registration Statement is not appropriate or available for such resales by such Holder, or (iii) such Holder is a Broker-Dealer
and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (C) in the case of any
Initial Purchaser, such Initial Purchaser notifies the Company it will not receive Exchange Securities in exchange for Transfer
Restricted Securities constituting any portion of such Initial Purchaser’s unsold allotment, the Company and the Guarantors
shall:


 


(x)       cause to be
filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer
Registration Statement (in either event, the “Shelf Registration Statement”) on or prior to the 30th day
after the date such obligation arises but no earlier than June 1, 2020 (such date being the “Shelf Filing Deadline”),
which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have
provided the information required pursuant to Section 4(b) hereof; and


 


(y)       use their
commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before
the 30th day after the Shelf Filing Deadline (or if such 30th day is not a Business Day, the next succeeding
Business Day).


 






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Each of the Company and the Guarantors shall use commercially reasonable
efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions
of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities
by the Holders of such Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements
of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time,
from the date on which the Shelf Registration Statement is declared effective by the Commission until the expiration of the one-year
period from the effective date of the Shelf Registration Statement (or such shorter period that will terminate when all the Transfer
Restricted Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement);
provided that the Company may for a period of up to 60 days in any three-month period, not to exceed 90 days in any calendar
year, determine that the Shelf Registration Statement is not usable under certain circumstances relating to corporate developments,
public filings with the Commission and similar events, and suspend the use of the Prospectus that is part of the Shelf Registration
Statement (any such period, a “Suspension Period”).


 


It is agreed that if a Shelf Registration Statement is required to
be filed and effective pursuant to this Agreement and is not so filed and effective after the Shelf Filing Deadline, the only remedy
to the Holders after the Shelf Filing Deadline will be Additional Interest as set forth in Section 5 hereof.


 


(b)              
Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer
Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this
Agreement unless and until such Holder furnishes to the Company in writing, within 20 Business Days after receipt of a written
request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement
or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected
agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.


 


Section 5.          
Additional Interest. If, with respect to any series of Transfer Restricted Securities, either (i) the Exchange
Offer has not been Consummated by the Exchange Date; (ii) any Shelf Registration Statement, if required hereby, has not been declared
effective by the Commission by the date set forth in Section 4(a)(y) or (iii) any Registration Statement required by this Agreement
has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement
other than during a Suspension Period (each such event referred to in clauses (i) through (iii), a “Registration Default”),
the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities of the applicable series shall be
increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall
increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 0.50% per annum
(such increases, collectively, “Additional Interest”). Following the cure of all Registration Defaults relating to
the particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities of the applicable
series will be reduced to the original interest rate borne by such Transfer Restricted Securities of the applicable series; provided,
however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate
borne by the relevant Transfer Restricted Securities of the applicable series shall again be increased pursuant to the foregoing
provisions.


 






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All obligations of the Company and the Guarantors set forth in the
preceding paragraph that are outstanding with respect to any Transfer Restricted Security of any series at the time such security
ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security
shall have been satisfied in full.


 


Section 6.          
Registration Procedures.


 


(a)              
Exchange Offer Registration Statement. In connection with the Exchange Offer, if required pursuant to Section 3(a)
hereof, the Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially
reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the
intended method or methods of distribution thereof, and shall comply with all of the following provisions:


 


(i)              
If in the reasonable opinion of counsel to the Company there is a question as to whether the Exchange Offer is permitted
by applicable law, each of the Company and the Guarantors hereby agrees to seek a no-action letter or other favorable decision
from the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities.
Each of the Company and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but
shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company and
the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission
staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded
that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such
submission.


 


(ii)             
As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer
Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation
to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement)
to the effect that (A) it is not an affiliate (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor,
(B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate
in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities
in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in
the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and
any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer
(1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated
in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13,
1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters
(which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale
transaction should be covered by an effective registration statement containing the selling security holder information required
by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act if the resales are of Exchange Securities obtained
by such Holder in exchange for Transfer Restricted Securities acquired by such Holder directly from the Company.


 






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(b)              
Shelf Registration Statement. If required pursuant to Section 4, in connection with the Shelf Registration Statement,
each of the Company and the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use its commercially
reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance
with the intended method or methods of distribution thereof, and pursuant thereto each of the Company and the Guarantors will as
expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate
form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with
the intended method or methods of distribution thereof.


 


(c)              
General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to
permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the
related Prospectus required to permit resales of Transfer Restricted Securities by Broker-Dealers), each of the Company and the
Guarantors shall:


 


(i)              
use its commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite
financial statements, including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors
for the period specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any event that would cause any such Registration
Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and
usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company and the Guarantors
shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement
or omission, and, in the case of either clause (A) or (B), use its commercially reasonable efforts to cause such amendment to be
declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as
soon as practicable thereafter;


 






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(ii)             
prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement
as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof,
as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement
have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the
Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods
of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;


 




(iii)              
advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, confirm such advice in
writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to
any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the
Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information
relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement
under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted
Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D)
of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration
Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that
requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements
therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration
Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or
exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, each of the Company
and the Guarantors shall use its commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest
possible time;


 


(iv)              
furnish without charge to each of the Initial Purchasers, each selling Holder named in any Registration Statement, and each
of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included
therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated
by reference after the initial filing of such Registration Statement if not available on EDGAR), which documents will be subject
to the review and comment of such Holders and underwriter(s) in connection with such sale, if any, for a period of at least three
Business Days, and the Company and the Guarantors will not file any such Registration Statement or Prospectus or any amendment
or supplement to any such Registration Statement or Prospectus (excluding any documents incorporated by reference) to which an
Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall
reasonably object in writing within three Business Days after the receipt thereof (such objection to be deemed timely made upon
confirmation of telecopy transmission within such period). The objection of an Initial Purchaser or underwriter, if any, shall
be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be
filed, contains a material misstatement or omission;


 






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(v)             
make available at reasonable times for inspection by the Initial Purchasers, the managing underwriter(s), if any, participating
in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or
any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of each of the Company
and the Guarantors and cause the Company’s and the Guarantors’ officers, directors and employees to supply all information
reasonably requested by any such Initial Purchaser, underwriter, attorney or accountant in connection with such Registration Statement
or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings
with investors to the extent reasonably requested by the managing underwriter(s), if any;


 


(vi)              
if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or
Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s),
if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan
of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted
Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the
Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement
or post-effective amendment;


 


(vii)             
cause the Transfer Restricted Securities covered by the Registration Statement to be rated, if not then rated, with the
appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Securities covered thereby
or the underwriter(s), if any;


 


(viii)              
furnish to each Initial Purchaser, each selling Holder and each of the underwriter(s), if any, without charge, at least
one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial
statements and schedules, all documents incorporated by reference therein (if specifically requested) and all exhibits (including
exhibits incorporated therein by reference);


 






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(ix)              
deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; each of
the Company and the Guarantors hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of
the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted
Securities covered by the Prospectus or any amendment or supplement thereto;


 


(x)             
enter into such customary agreements (including an underwriting agreement), and make such representations and warranties,
and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted
Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested
by any Initial Purchaser or by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale
pursuant to any Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered
into and whether or not the registration is an Underwritten Registration, each of the Company and the Guarantors shall:


 


(A)            
furnish to each Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as they
may reasonably request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date
of the Consummation of the Exchange Offer or, if applicable, the effectiveness of the Shelf Registration Statement:


 


(1)              
a certificate, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration
Statement, as the case may be, signed by (x) the President or any Vice President and (y) a principal financial or accounting officer
of each of the Company and the Guarantors, confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and
(iii) of Section 5(e) of the Purchase Agreement and such other matters as such parties may reasonably request;


 


(2)              
an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration
Statement, as the case may be, of counsel for the Company and the Guarantors, covering such matters as are customarily covered
in opinions requested in an underwritten offering and such other matters as such parties may reasonably request, and in any event
including a statement to the effect that such counsel has participated in conferences with officers and other representatives of
the Company and the Guarantors, representatives of the independent public accountants for the Company and the Guarantors, representatives
of the underwriter(s), if any, and counsel to the underwriter(s), if any, in connection with the preparation of such Registration
Statement and the related Prospectus and have considered the matters required to be stated therein and the statements contained
therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that
such counsel advises that, on the basis of the foregoing, no facts came to such counsel’s attention that caused such counsel
to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment
thereto became effective, and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation, contained
an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case
of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement
of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes
no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements,
notes and schedules and other financial data included in any Registration Statement contemplated by this Agreement or the related
Prospectus; and


 






    -12-


    


    

(3)              
solely in connection with an Underwritten Offering, a customary comfort letter, dated the date of effectiveness of the Shelf
Registration Statement, from the Company’s independent accountants, in customary form and covering matters of the type customarily
requested to be covered in comfort letters by underwriters in connection with primary underwritten offerings, and covering or affirming
the matters set forth in the comfort letters delivered pursuant to Section 5(a) of the Purchase Agreement, without exception;


 


(B)             
set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and
procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and


 


(C)             
deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with
Section 6(c)(x)(A) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered
into by the Company or any of the Guarantors pursuant to this Section 6(c)(x), if any.


 






    -13-


    


    

If at any time the representations and warranties of the
Company and the Guarantors contemplated in Section 6(c)(x)(A)(1) hereof cease to be true and correct, the Company or the Guarantors
shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such
Persons, shall confirm such advice in writing;


 


(xi)              
prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s),
if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities
under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may reasonably
request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer
Restricted Securities covered by the Shelf Registration Statement; provided, however, that none of the Company nor
the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any
action that would subject it to periodic reporting obligations or the service of process in suits or to taxation, other than as
to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject;


 


(xii)             
issue, upon the request of any Holder of Transfer Restricted Securities covered by the Shelf Registration Statement, Exchange
Securities having an aggregate principal amount equal to the aggregate principal amount of Transfer Restricted Securities surrendered
to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be registered in the
name of such Holder or in the name of the purchaser(s) of such Exchange Securities, as the case may be; in return, the Transfer
Restricted Securities held by such Holder shall be surrendered to the Company for cancellation;


 


(xiii)              
cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer
Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may
request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s);


 


(xiv)              
use its commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Registration Statement
to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or
sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to
the proviso contained in Section 6(c)(xi) hereof;


 


(xv)             
if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective
amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not
contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading;


 






    -14-


    


    

(xvi)              
cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation
by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance
with the rules and regulations of FINRA;


 


(xvii)             
provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering such
Securities and provide the Trustee under the Indenture with printed certificates for such Securities which are in a form eligible
for deposit with The Depository Trust Company and take all other action necessary to ensure that all such Securities are eligible
for deposit with The Depository Trust Company;


 


(xviii)              
cause all Securities covered by the Registration Statement to be listed on each securities exchange or automated quotation
system on which similar securities issued by the Company are then listed if requested by the Holders of a majority in aggregate
principal amount of such Securities or the managing underwriter(s), if any;


 


(xix)              
otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission,
and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements
of Rule 158 under the Securities Act (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal
quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering
or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company’s first fiscal quarter
commencing after the effective date of the Registration Statement; provided that their requirements shall be deemed satisfied
by the Company complying with Section 4.3 of the Indenture;


 


(xx)             
cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration
Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to
effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the
Trust Indenture Act; and to execute, and use its commercially reasonable efforts to cause the Trustee to execute, all documents
that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable
such Indenture to be so qualified in a timely manner;


 


(xxi)              
provide promptly to each Holder upon written request each document filed with the Commission pursuant to the requirements
of Section 13 and Section 15 of the Exchange Act and not available on EDGAR; and


 


(xxii)             
to the extent any Free Writing Prospectus is used, file with the Commission any Free Writing Prospectus that is required
to be filed by the Company or the Guarantors with the Commission in accordance with the Securities Act and to retain any Free Writing
Prospectus not required to be filed in accordance with the Securities Act.


 






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Each Holder agrees by acquisition of a Transfer Restricted Security
that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof,
such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement
until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof,
or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and
has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed
by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file
copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current
at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness
of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during
the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the
date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(xv) hereof or shall have received the Advice; provided, however, that no
such extension if in excess of a Suspension Period shall be taken into account in determining whether Additional Interest is due
pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the Company’s option to suspend
use of a Registration Statement pursuant to this paragraph if in excess of a Suspension Period shall be treated as a Registration
Default for purposes of Section 5 hereof.


 


Section 7.          
Registration Expenses.


 


(a)              
All expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Agreement
will be borne by the Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes
effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any purchaser
of Transfer Restricted Securities or Holder with FINRA (and, if applicable, the reasonable fees and expenses of any “qualified
independent underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all fees and
expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including
printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and
delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject to Section
7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the
Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees
and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any
special audit and comfort letters required by or incident to such performance).


 






    -16-


    


    

Each of the Company and the Guarantors will, in any event, bear its
internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting
duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company
or the Guarantors.


 


(b)              
In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer
Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse
the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant
to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the
Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall
be Cahill Gordon & Reindel llp or such other counsel as may be chosen by the
Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is
being prepared.


 


Section 8.          
Indemnification.


 


(a)              
Each of the Company and the Guarantors, jointly and severally, agrees to indemnify and hold harmless (i) each Holder,
its directors, officers and employees, and each person, if any, who controls any Holder within the meaning of the Securities Act
and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Holder, director, officer,
employee or controlling person may become subject, under the Securities Act, the Exchange Act or other U.S. federal or state statutory
law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected in
accordance with Section 8(d) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof
as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement or Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom
of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; and to reimburse each Holder and each such director, officer, employee or controlling person for any and all expenses
(including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Holder or such director, officer,
employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim,
damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to
any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished
to the Company by such Holder expressly for use in any Registration Statement or Prospectus (or any amendment or supplement thereto).
The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.


 






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(b)              
Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each of their
respective directors, officers and employees and each person, if any, who controls the Company or any Guarantor within the meaning
of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company,
any Guarantor or any such director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange
Act, or other U.S. federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected in accordance with Section 8(d) hereof), insofar as such loss, claim, damage, liability
or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto),
or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was made in any Registration Statement or Prospectus
(or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company
by such Holder expressly for use therein; and to reimburse the Company, any Guarantor and each such director, officer, employee
or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably
incurred by the Company, any Guarantor or such director, officer, employee or controlling person in connection with investigating,
defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The indemnity agreement
set forth in this Section 8(b) shall be in addition to any liabilities that each Holder may otherwise have.


 


(c)              
Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying
party in writing of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party for contribution or otherwise other than under the indemnity agreement contained
in this Section 8 or to the extent it is not prejudiced as a proximate result of such failure. In case any such action is brought
against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying
party will be entitled to participate in and, to the extent that it shall elect, jointly with all other indemnifying parties similarly
notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified
party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however,
if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in
conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties
which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have
the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on
behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such
indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the
indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying
party shall not be liable for the expenses of more than one separate counsel (together with local counsel), reasonably approved
by the indemnifying party, representing the indemnified parties who are parties to such action) or (ii) the indemnifying party
shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of
the indemnifying party.


 






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(d)              
The indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees
to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse
the indemnified party for fees and expenses of counsel as contemplated by this Section 8, the indemnifying party agrees that
it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered
into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall
not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s
entitlement to such reimbursement prior to the date of such settlement. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened
action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have
been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release
of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii)
does not include any statements as to or any findings of fault, culpability or failure to act by or on behalf of any indemnified
party.


 


(e)              
If the indemnification provided for in Section 8 hereof is for any reason held to be unavailable to or otherwise insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then
each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result
of any losses, claims, damages, liabilities or expenses referred to therein, (i) in such proportion as is appropriate to reflect
the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, or (ii)
if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantors, on
the one hand, and the Holders, on the other hand, in connection with the statements or omissions or inaccuracies in the representations
and warranties herein which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable
considerations. The relative fault of the Company and the Guarantors, on the one hand, and the Holders, on the other hand, shall
be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact or any such inaccurate or alleged inaccurate representation or warranty relates to
information supplied by the Company and the Guarantors, on the one hand, or the Holders, on the other hand, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or inaccuracy.


 






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(f)               
The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above
shall be deemed to include, subject to the limitations set forth in Section 8 hereof, any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in
Section 8 hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made
under Section 8(e) above; provided, however, that no additional notice shall be required with respect to any action
for which notice has been given under Section 8 hereof for purposes of indemnification. The Company, the Guarantors and each
Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to Section 8(e)
were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations referred to in Section 8(e).


 


(g)              
Notwithstanding the provisions of Section 8(e), no Holder shall be required to contribute any amount in excess of the
dollar amount by which the total discount, commission or gain (if any) received by such Holder from the sale of any Transfer Restricted
Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such
Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute
pursuant to Section 8(e) above are several, and not joint, on a pro rata basis based on such Holder’s aggregate principal
amount of Transfer Restricted Securities included in such Registration Statement or Prospectus. For purposes of Section 8(e) above,
each director, officer and employee of a Holder and each person, if any, who controls a Holder within the meaning of the Securities
Act and the Exchange Act shall have the same rights to contribution as such Holder, and each director, officer and employee of
the Company or any Guarantor, and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities
Act and the Exchange Act shall have the same rights to contribution as the Company and the Guarantors.


 


Section 9.          
Rule 144A. Each of the Company and the Guarantors hereby agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities
in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial
owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A under the Securities Act.


 






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Section 10.      
Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the
terms of such underwriting arrangements.


 


Section 11.      
Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration
Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten
Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders
of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however,
that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company.


 


Section 12.      
Miscellaneous.


 


(a)              
Remedies. Each of the Company and the Guarantors hereby agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in
any action for specific performance that a remedy at law would be adequate.


 


(b)              
No Inconsistent Agreements. Each of the Company and the Guarantors will not on or after the date of this Agreement
enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement
or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with
and are not inconsistent with the rights granted to the holders of the Company’s or any of the Guarantors’ securities
under any agreement in effect on the date hereof.


 


(c)              
Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers
or consents to or departures from the provisions hereof may not be given unless the Company has (i) in the case of Section 5 hereof
and this Section 12(c)(i), obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in
the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount
of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Company or its affiliates). Notwithstanding
the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose
securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other
Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided, however, that,
with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall
obtain the written consent of each such Initial Purchaser with respect to which such amendment, modification, supplement, waiver,
consent or departure is to be effective.


 






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(d)              
Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail (registered or certified, return receipt requested), telex, telecopier or air courier guaranteeing overnight delivery:


 


(i)              
if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar
under the Indenture; and


 


(ii)             
if to the Company:


 


WRKCo Inc.


1000 Abernathy Road NE


Atlanta, Georgia 30328


Facsimile: (770) 263-3582


Attention: General Counsel






With copies to:


 


Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, New York 10019

Facsimile: (212) 474-3700

Attention: Andrew J. Pitts


 


All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if
timely delivered to an air courier guaranteeing overnight delivery.


 


Copies of all such notices, demands or other communications shall
be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.


 


(e)              
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns
of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer
Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon
a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from
such Holder.


 


(f)               
Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement.


 


(g)              
Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof.


 






    -22-


    


    

(h)              
Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.


 


(i)                
Severability. In the event that any one or more of the provisions contained herein, or the application thereof in
any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.


 


(j)                
Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement
supersedes all prior agreements and understandings between the parties with respect to such subject matter.


 


[Remainder of Page Intentionally Left Blank]


 


 


 


 


 






    -23-


    


    

IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.


 


 


WRKCO INC.


 


By: /s/ Robert B. McIntosh


Name: Robert B. McIntosh


Title: Executive Vice President, General


 Counsel and Secretary


 


 


 


 


 


 


 


 


 


 


 


 


 






    
[Signature Page to Registration Rights Agreement]


    


    

IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.


 


WESTROCK COMPANY


WESTROCK MWV, LLC


WESTROCK RKT, LLC,


as Guarantors


 


By: /s/ Robert B. McIntosh


Name:Robert B. McIntosh


Title: Executive Vice President, General


  Counsel and Secretary


 


 


 


 


 


 






    
[Signature Page to Registration Rights Agreement]


    


    

The foregoing Registration Rights Agreement is hereby confirmed and
accepted as of the date first above written:


 


Merrill Lynch, Pierce, Fenner & Smith 


Incorporated 


HSBC Securities (USA) Inc.


Rabo Securities USA, Inc.


SMBC Nikko Securities America, Inc.


Wells Fargo Securities, LLC


 


 


Acting on behalf of themselves

and as the Representatives of

the several Initial Purchasers


 


By: Merrill Lynch, Pierce, Fenner & Smith


Incorporated


 


 


By: /s/ Sandeep Chawla


Name: Sandeep Chawla


Title: Managing Director


 


 


 






    
[Signature Page to Registration Rights Agreement]


    


    

By: HSBC Securities (USA) Inc.


 


 


By: /s/ Diane Kenna


Name: Diana Kenna


Title: Managing Director


 


 


 


 


 


 


 


 






    
[Signature Page to Registration Rights Agreement]


    


    

 


		By:	Rabo Securities USA, Inc.



 


		By:	/s/ Roderik Bronkhorst
 Name: Roderick Bronkhorst

                                                                 Title:Vice President







 


		By:	/s/ Mark H. Richman
 Name: Mark H. Richman

                                                                 Title:Executive Director




 


 


 


 


 


 


 


 


 


 


 






    
[Signature Page to Registration Rights Agreement]


    


    

 


		By:	SMBC Nikko Securities America, Inc.



 


		By:	/s/ Ryo Suzuki
 Name: Ryo Suzuki

                                                                 Title: President




 


 


 


 


 


 


 


 


 


 


 


 



    
[Signature Page to Registration Rights Agreement]


    


    




		By:	Wells Fargo Securities, LLC



 


		By:	/s/ Carolyn Hurley
 Name: Carolyn Hurley

                                                                 Title:Director




 


 


 


 


 


 


 


 


 


 


 


 






    
[Signature Page to Registration Rights Agreement]


    


    

Schedule A


 


Initial Purchasers


 


	
        Merrill Lynch, Pierce, Fenner & Smith

        Incorporated

         

	HSBC Securities (USA) Inc.
	Rabo Securities USA, Inc. 
	SMBC Nikko Securities America, Inc.
	Wells Fargo Securities, LLC
	
        BB&T Capital Markets, a division of

        BB&T Securities, LLC

         

	BNY Mellon Capital Markets, LLC
	Citigroup Global Markets Inc.
	Fifth Third Securities, Inc.
	ING Financial Markets LLC
	J.P. Morgan Securities LLC
	Mizuho Securities USA LLC
	MUFG Securities Americas Inc.
	PNC Capital Markets LLC
	Scotia Capital (USA) Inc.
	SunTrust Robinson Humphrey, Inc.
	TD Securities (USA) LLC
	RBC Capital Markets, LLC
	BBVA Securities Inc.
	Citizens Capital Markets, Inc.
	Goldman Sachs & Co. LLC
	U.S. Bancorp Investments, Inc.