exv4w1



 




Exhibit 4.1


EXECUTION COPY


REGISTRATION RIGHTS AGREEMENT



Dated as of March 3, 2004



by and between



VERITAS DGC INC.



and



DEUTSCHE BANK SECURITIES INC.



Floating Rate Convertible Senior Notes Due 2024



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	1.

	 	Definitions
	 	 	1	 
	2.

	 	Shelf Registration
	 	 	4	 
	3.

	 	Liquidated Damages
	 	 	6	 
	4.

	 	Registration Procedures
	 	 	9	 
	5.

	 	Registration Expenses
	 	 	14	 
	6.

	 	Indemnification
	 	 	14	 
	7.

	 	Rules 144 and 144A
	 	 	18	 
	8.

	 	Underwritten Registrations
	 	 	19	 
	9.

	 	Miscellaneous
	 	 	19	 







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REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is dated as of March
3, 2004, by and between Veritas DGC Inc., a Delaware corporation (the
“Company”), and Deutsche Bank Securities Inc. (the “Initial Purchaser”).



     This Agreement is entered into in connection with the Purchase Agreement
dated February 26, 2004 (the “Purchase Agreement”) between the Company and the
Initial Purchaser, which provides for the sale by the Company to the Initial
Purchaser of $125,000,000 aggregate principal amount of the Company’s Floating
Rate Convertible Senior Notes Due 2024 (the “Firm Notes”), plus up to an
additional $30,000,000 aggregate principal amount of the same which the Initial
Purchaser may subsequently elect to purchase pursuant to the terms of the
Purchase Agreement (the “Option Notes” and, together with the Firm Notes, the
“Notes”), which are convertible into common stock, par value $.01 per share, of
the Company (the “Underlying Shares”), together with the rights evidenced by
such Common Stock to the extent provided for in the Rights Agreement dated as
of May 15, 1997 between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent. The Notes are being issued pursuant to an Indenture
dated as of the date hereof (the “Indenture”), by and between the Company and
U.S. Bank National Association, as Trustee.



     In order to induce the Initial Purchaser to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement for the benefit of the Initial Purchaser and subsequent
holders of the Notes or Underlying Shares as provided herein. The execution
and delivery of this Agreement is a condition to the Initial Purchaser’s
obligation to purchase the Firm Notes under the Purchase Agreement.



     The parties hereto hereby agree as follows:



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



     “Agreement”: See the first introductory paragraph hereto.



     “Amendment Effectiveness Deadline Date”: See Section 2(d)(i) hereof.



     “Amount of Registrable Securities”: (a) With respect to Notes constituting
Registrable Securities, the aggregate principal amount of all such Notes then
outstanding, (b) with respect to Underlying Shares constituting Registrable
Securities, the aggregate number of such Underlying Shares outstanding
multiplied by the Conversion Price (as defined in the Indenture) in effect at
the time of computing the Amount of Registrable Securities or, if no Notes are
then outstanding, the Conversion Price shall be calculated as if the Notes were
continuously outstanding to the date of calculation, giving effect to any
adjustments to the Conversion Price set forth in the Indenture as if the
Indenture continued to be in effect, and (c) with respect to combinations
thereof, the sum of (a) and (b) for the relevant Registrable Securities.



 









 





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



     “Closing Date”: March 3, 2004.



     “Company”: See the first introductory paragraph hereto.



     “Controlling Person”: See Section 6 hereof.



     “Damages Payment Date”: See Section 3(c) hereof.



     “Deferral Period”: See Section 3(b) hereof.



     “Depositary”: The Depository Trust Company until a successor is appointed
by the Company.



     “Designated Counsel”: One nationally recognized firm of counsel
experienced in securities laws matters chosen by the Holders of a majority in
Amount of Registrable Securities to be included in a Registration Statement for
a Shelf Registration, with the consent of the Company (which consent will not
be unreasonably withheld).



     “Effectiveness Date”: The 180th day after the Closing Date.



     “Effectiveness Period”: See Section 2(a) hereof.



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



     “Filing Date”: The 90th day after the Closing Date.



     “Firm Notes”: See the second introductory paragraph hereto.



     “Holder”: Any beneficial owner from time to time of Registrable
Securities.



     “Indemnified Holder”: See Section 6 hereof.



     “Indemnified Person”: See Section 6 hereof.



     “Indemnifying Person”: See Section 6 hereof.



     “Indenture”: See the second introductory paragraph hereto.



     “Initial Purchaser”: See the first introductory paragraph hereto.



     “Initial Shelf Registration”: See Section 2(a) hereof.



     “Inspectors”: See Section 4(k) hereof.



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     “Liquidated Damages”: See Section 3(a) hereof.



     “Notes”: See the second introductory paragraph hereto.



     “Notice and Questionnaire”: means a written notice delivered to the
Company containing substantially the information called for by the Form of
Selling Securityholder Notice and Questionnaire attached as Appendix A to the
Offering Memorandum of the Company relating to the Notes.



     “Option Notes”: See the second introductory paragraph hereto.



     “Person”: An individual, partnership, corporation, limited liability
company, unincorporated association, trust or joint venture, or a governmental
agency or political subdivision thereof.



     “Prospectus”: The prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.



     “Purchase Agreement”: See the second introductory paragraph hereto.



     “Records”: See Section 4(k) hereof.



     “Registrable Securities”: All Notes and all Underlying Shares upon
original issuance thereof and at all times subsequent thereto until the
earliest to occur of (i) a Registration Statement covering such Notes and
Underlying Shares having been declared effective by the SEC and such Notes or
Underlying Shares having been disposed of in accordance with such effective
Registration Statement, (ii) such Notes or Underlying Shares having been sold
in compliance with Rule 144 or being able to (except with respect to affiliates
of the Company within the meaning of the Securities Act) be sold in compliance
with Rule 144(k), or (iii) such Notes or Underlying Shares ceasing to be
outstanding.



     “Registration Default”: See Section 3(a) hereof.



     “Registration Statement”: Any registration statement of the Company filed
with the SEC pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such registration statement,
including post-effective amendments, all exhibits and all documents
incorporated by reference or deemed to be incorporated by reference in such
registration statement.



     “Rule 144”: Rule 144 promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith



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resulting in offers and sales by subsequent holders that are not
affiliates of an issuer of such securities being free of the registration and
prospectus delivery requirements of the Securities Act.



     “Rule 144A”: Rule 144A promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the SEC.



     “Rule 415”: Rule 415 promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.



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



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



     “Selling Holder”: On any date, any Holder that has delivered a Notice and
Questionnaire to the Company on or prior to such date.



     “Shelf Registration”: See Section 2(b) hereof.



     “Shelf Registration Statement”: See Section 2(b) hereof.



     “Subsequent Shelf Registration”: See Section 2(b) hereof.



     “TIA”: The Trust Indenture Act of 1939, as amended, and the rules and
regulations of the SEC promulgated thereunder.



     “Trustee”: The Trustee under the Indenture.



     “Underlying Shares”: See the second introductory paragraph hereto.



     “Underwritten Registration” or “Underwritten Offering”: A registration in
which Registrable Securities are sold to an underwriter for reoffering to the
public.



2. Shelf Registration.



     (a) Shelf Registration. The Company shall file with the SEC a
Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415 covering all of the Registrable Securities (the “Initial
Shelf Registration”) on or prior to the Filing Date.



     The Initial Shelf Registration shall be on Form S-3 or another appropriate
form permitting registration of the Registrable Securities for resale by
Holders in the manner or manners designated by them (excluding Underwritten
Offerings) and set forth in the Initial Shelf Registration. The Company shall
not permit any securities other than the Registrable Securities to be included
in the Initial Shelf Registration or any Subsequent Shelf Registration (as
defined below).



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     The Company shall use its commercially reasonable efforts to cause the
Initial Shelf Registration to be declared effective under the Securities Act on
or prior to the Effectiveness Date and to keep the Initial Shelf Registration
continuously effective under the Securities Act until the date (A) that is two
years after the Closing Date, or if later, the date on which the Option Notes
were issued, (such period, as it may be shortened pursuant to clauses (i), (ii)
or (iii) immediately following, the “Effectiveness Period”), or such shorter
period ending when (i) all of the Registrable Securities covered by the Initial
Shelf Registration have been sold in the manner set forth and as contemplated
in the Initial Shelf Registration, (ii) the date on which all the Registrable
Securities (x) held by Persons who are not affiliates of the Company may be
resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be
outstanding, (iii) all the Registrable Securities have been resold pursuant to
Rule 144 under the Securities Act or (B) a Subsequent Shelf Registration
covering all of the Registrable Securities has been declared effective under
the Securities Act.



     (b) Subsequent Shelf Registrations. If the Initial Shelf Registration
ceases to be effective for any reason at any time during the Effectiveness
Period (other than because of the sale of all of the Registrable Securities
registered thereunder), the Company shall use its commercially reasonable
efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within 45 days of such cessation
of effectiveness amend the Initial Shelf Registration in a manner reasonably
expected by the Company to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional “shelf” Registration Statement
pursuant to Rule 415 covering all of the Registrable Securities (a “Subsequent
Shelf Registration”). If a Subsequent Shelf Registration is filed, the
Company shall use its commercially reasonable efforts to cause the Subsequent
Shelf Registration to be declared effective under the Securities Act as soon
as practicable after such filing (or if filed during a Deferral Period, after
expiration of such Deferral Period) and to keep such Registration Statement
continuously effective for the balance of the Effectiveness Period. As used
herein, the term “Shelf Registration” means the Initial Shelf Registration or
any Subsequent Shelf Registration and the term “Shelf Registration Statement”
means any Registration Statement filed in connection with a Shelf
Registration.



     (c) Supplements and Amendments. The Company shall promptly supplement
and amend a Shelf Registration if required by the rules, regulations or
instructions applicable to the registration form used for such Shelf
Registration, if required by the Securities Act, or if reasonably requested by
the Holders of a majority in Amount of Registrable Securities covered by such
Shelf Registration Statement.



     (d) Notice and Questionnaire. Each Holder agrees that if such Holder
wishes to sell Registrable Securities pursuant to a Shelf Registration
Statement and related Prospectus, it will do so only in accordance with this
Section 2(d) and Section 4A hereof. Each Holder wishing to sell Registrable
Securities pursuant to a Shelf Registration Statement and related Prospectus
when the Initial Shelf Registration Statement first becomes effective agrees
to deliver a Notice and Questionnaire to the Company at least five (5)
Business Days prior to the date that the Initial Shelf Registration is
declared effective under the Securities Act. From and after the date the
Initial Shelf Registration Statement is declared effective, the Company shall,
as promptly as practicable after the date a fully completed and legible Notice
and



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Questionnaire, together with such other information as the Company may
reasonably request, is received by the Company, and in any event upon the
later of (x) twenty (20) days after such date or (y) ten (10) Business Days
after the expiration of any Deferral Period in effect when the Notice and
Questionnaire is received by the Company:




      (i) if required by applicable law, file with the SEC a
post-effective amendment to the Shelf Registration Statement or a
Subsequent Shelf Registration or prepare and, if required by
applicable law, file a supplement to the related Prospectus or a
supplement or amendment to any document incorporated therein by
reference or file any other required document so that the Holder
delivering such Notice and Questionnaire is named as a selling
securityholder in the Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver
such Prospectus to purchasers of the Registrable Securities
(subject to the rights of the Company under Section 3(b) to create
a Deferral Period) in accordance with applicable law and, if the
Company shall file a post-effective amendment to the Shelf
Registration Statement, use its commercially reasonable efforts to
cause such post-effective amendment to be declared effective under
the Securities Act as promptly as practicable, but in any event by
the date (the “Amendment Effectiveness Deadline Date”) that is
forty-five (45) days after the date such post-effective amendment
is required by this clause to be filed;




      (ii) provide such Holder copies of any documents filed
pursuant to Section 2(d)(i); and




      (iii) notify such Holder as promptly as practicable after the
effectiveness under the Securities Act of any post-effective
amendment filed pursuant to Section 2(d)(i); provided that if such
Notice and Questionnaire is delivered during a Deferral Period, the
Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i),
(ii) and (iii) above upon expiration of the Deferral Period.
Notwithstanding anything contained herein to the contrary, (i) the
Company shall be under no obligation to name any Holder that has
not delivered a fully complete and legible Notice and Questionnaire
to the Company, together with such other information as the Company
may reasonably request, in accordance with this Section 2(d) and
(ii) the Amendment Effectiveness Deadline Date shall be extended by
up to ten (10) Business Days from the expiration of a Deferral
Period (and the Company shall incur no obligation to pay Liquidated
Damages during such extension) if such Deferral Period shall be in
effect on the Amendment Effectiveness Deadline Date.



3. Liquidated Damages.



     (a) The Company and the Initial Purchaser agree that the Holders of
Registrable Securities will suffer damages if the Company fails to fulfill its
obligations under Section 2 hereof and that it would not be feasible to
ascertain the extent of such damages with



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precision. Accordingly, the Company agrees to pay liquidated damages on
the Registrable Securities (“Liquidated Damages”) under the circumstances and
to the extent set forth below (each of which shall be given independent
effect; each a “Registration Default”):




      (i) if the Initial Shelf Registration is not filed on or prior
to the Filing Date, then commencing on the day after the Filing
Date, Liquidated Damages shall accrue on the Registrable Securities
at a rate of 0.50% per annum on the Amount of Registrable
Securities;




      (ii) if a Shelf Registration is not declared effective by the
SEC on or prior to the Effectiveness Date, then commencing on the
day after the Effectiveness Date, Liquidated Damages shall accrue
on the Registrable Securities at a rate of 0.50% per annum on the
Amount of Registrable Securities;




      (iii) if a Shelf Registration has been declared effective and
such Shelf Registration ceases to be effective at any time during
the Effectiveness Period (other than as permitted under Section
3(b)), then commencing on the day after the date such Shelf
Registration ceases to be effective, Liquidated Damages shall
accrue on the Registrable Securities at a rate of 0.50% per annum
on the Amount of Registrable Securities;




      (iv) if any post-effective amendment filed pursuant to Section
2(d)(i) has not become effective under the Securities Act on or
prior to the Amendment Effectiveness Deadline Date, then commencing
on the day after the Amendment Effectiveness Deadline Date,
Liquidated Damages shall accrue solely on the Registrable
Securities that are registered by such post-effective amendment at
a rate of 0.50% per annum on such Amount of Registrable Securities;
and




      (v) if the aggregate duration of Deferral Periods in any
period exceeds the number of days permitted in respect of such
period pursuant to Section 3(b), then commencing on the day that
caused the limit on the aggregate duration of Deferral Periods to
be exceeded, Liquidated Damages shall accrue on the Registrable
Securities at a rate of 0.50% per annum on the Amount of
Registrable Securities;



provided that Liquidated Damages on the Registrable Securities may not accrue
under more than one of the foregoing clauses (i), (ii), (iii), (iv) and (v) at
any one time; and provided further that (1) upon the filing of the Initial
Shelf Registration as required hereunder (in the case of clause (a)(i) of this
Section 3), (2) upon the effectiveness of a Shelf Registration as required
hereunder (in the case of clause (a)(ii) of this Section 3), (3) upon the
effectiveness of a Shelf Registration which had ceased to remain effective (in
the case of clause (a)(iii) of this Section 3), (4) upon the effectiveness of a
post-effective amendment as required hereunder (in the case of clause (a)(iv)
of this Section 3), or (5) upon the termination of the Deferral Period that
caused the limit on the aggregate duration of Deferral Periods to be exceeded
(in the case of clause (a)(v) of this Section 3), Liquidated Damages on the
Registrable Securities as a result of such clause shall cease to accrue. It is
understood and agreed that, notwithstanding any provision to the contrary, no
Liquidated Damages shall accrue on any Registrable Securities that are then
covered by, and



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may be sold under, an effective Shelf Registration Statement. Notwithstanding
the foregoing, no Liquidated Damages shall accrue as to security from and after
the earlier of (x) the date such security ceases to be a Registrable Security
and (y) expiration of the Effectiveness Period.



     (b) Notwithstanding Section 3(a), the Company, upon written notice to the
Holders, shall be permitted to suspend the availability of a Registration
Statement covering the Registrable Securities for any bona fide reason
whatsoever for up to 30 consecutive days (the “Deferral Period”) in any 90-day
period without being obligated to pay Liquidated Damages; provided that in the
event the suspension relates to a previously undisclosed proposed or pending
material business transaction, the disclosure of which the Company determines
in good faith would be reasonably likely to impede the Company’s ability to
consummate such transaction, the Company may extend a Deferral Period from 30
days to 45 days without being obligated to pay Liquidated Damages; provided
further that Deferral Periods may not total more than 90 days in the aggregate
in any twelve-month period. The Company shall not be required to specify in
the written notice to the Holders the nature of the event giving rise to the
Deferral Period.



     (c) So long as Notes remain outstanding, the Company shall notify the
Trustee within five Business Days after each and every date on which an event
occurs in respect of which Liquidated Damages are required to be paid. Any
amounts of Liquidated Damages due pursuant to clause (a)(i), (a)(ii),
(a)(iii), (a)(iv) or (a)(v) of this Section 3 will be payable in cash
quarterly on March 15, June 15, September 15 or December 15 of each year
(each, a “Damages Payment Date”), commencing with the first such Damages
Payment Date occurring after any such Liquidated Damages commences to accrue,
to Holders to whom regular interest is payable on the Damages Payment Date,
with respect to Notes that are Registrable Securities, and to Persons that are
registered Holders on March 1, June 1, September 1 or December 1 immediately
prior to a Damages Payment Date with respect to Underlying Shares that are
Registrable Securities, provided that any Liquidated Damages accrued with
respect to any Note or portion thereof called for redemption by the Company on
a redemption date or converted into Underlying Shares on a conversion date
prior to the Damages Payment Date, shall, in any such event, be paid instead
to the Holder who submitted such Note or portion thereof for redemption or
conversion on the applicable redemption date or conversion date, as the case
may be, on such date (or promptly following the conversion date, in the case
of conversion). The amount of Liquidated Damages for Registrable Securities
will be determined by multiplying the applicable rate of Liquidated Damages by
the Amount of Registrable Securities outstanding on the first Damages Payment
Date following such Registration Default in the case of the first such payment
of Liquidated Damages with respect to a Registration Default (and thereafter
at the next succeeding Damages Payment Date until the cure of such
Registration Default), multiplied by a fraction, the numerator of which is the
number of days such Liquidated Damages rate was applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months
and, in the case of a partial month, the actual number of days elapsed), and
the denominator of which is 360. The parties agree that the sole monetary
damages payable for a violation of the terms of this Agreement with respect to
which Liquidated Damages are expressly provided shall be such Liquidated
Damages.



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4. Registration Procedures.



     In connection with its registration obligations pursuant to Section 2
hereof, the Company shall:



     (a) Prepare and file with the SEC, on or prior to the Filing Date, a
Registration Statement or Registration Statements as prescribed by Section 2
hereof, and use its commercially reasonable efforts to cause each such
Registration Statement to become effective and remain effective as provided
herein; provided that before filing any Registration Statement or Prospectus
or any amendments or supplements thereto, the Company shall furnish to and
afford the Initial Purchaser a reasonable opportunity to review copies of all
such documents proposed to be filed (in each case, where possible, at least
three Business Days prior to such filing, or such later date as is reasonable
under the circumstances) and use reasonable efforts to reflect in each such
document when so filed reasonable comments of the Initial Purchaser.



     (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration, as may be necessary to keep such
Registration Statement continuously effective for the Effectiveness Period;
cause the related Prospectus to be supplemented by any prospectus supplement
required by applicable law, and as so supplemented to be filed pursuant to
Rule 424 (or any similar provisions then in force) promulgated under the
Securities Act; and comply with the provisions of the Securities Act
applicable to it with respect to the disposition of all Registrable Securities
covered by such Registration Statement during the Effectiveness Period in
accordance with the intended methods of distribution set forth in such
Registration Statement as so amended or in such Prospectus as so supplemented.



     (c) Notify the Selling Holders and Designated Counsel, if any, promptly
(but in any event within two Business Days), (i) when a Prospectus or any
prospectus supplement or post-effective amendment to a Registration Statement
has been filed, and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective under the
Securities Act (including in such notice a written statement that any Holder
may, upon request, obtain, at the sole expense of the Company, one conformed
copy of such Registration Statement or post-effective amendment, including
financial statements and schedules, documents incorporated or deemed to be
incorporated by reference and exhibits), (ii) of the issuance by the SEC of
any stop order suspending the effectiveness of a Registration Statement or of
any order preventing or suspending the use of any Prospectus or the initiation
of any proceedings for that purpose, (iii) of the happening of any event, the
existence of any condition or any information becoming known but not the
nature or details concerning such event, condition or information that makes
any statement made in such Registration Statement or related Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires the making of any changes in or
amendments or supplements to such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and that in the case of the Prospectus, it will not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein



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or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading (provided, however,
that no notice of the Company pursuant to this clause (iii) shall be required
in the event that the Company promptly files a prospectus supplement to
update the Prospectus or a Current Report on Form 8-K or other appropriate
Exchange Act report that is incorporated by reference into the Registration
Statement, which, in either case, contains the requisite information with
respect to such event, condition or information that results in such
Registration Statement no longer containing any untrue statement of a material
fact or omitting to state a material fact necessary to make the statements
contained therein not misleading) and (iv) of the Company’s determination that
a post-effective amendment to a Registration Statement would be appropriate
which notice may in any case, at the discretion of the Company state that it
constitutes a notice of deferral under Section 3(b) hereof.



     (d) Use its commercially reasonable efforts to prevent the issuance of
any order suspending the effectiveness of a Registration Statement or of any
order preventing or suspending the use of a Prospectus and, if any such order
is issued, to use its commercially reasonable efforts to obtain the withdrawal
of any such order at the earliest possible moment or if any such order or
suspension is during any Deferral Period, at the earliest possible time after
such Deferral Period ends, and provide prompt notice to the Selling Holders of
the withdrawal of any such order.



     (e) Furnish as promptly as reasonably practicable after the filing of
such documents with the SEC to each Selling Holder and Designated Counsel, if
any, upon request and at the sole expense of the Company, one conformed copy
of the Registration Statement or Registration Statements and each
post-effective amendment thereto, including financial statements and
schedules, and all documents incorporated or deemed to be incorporated therein
by reference and all exhibits.



     (f) Deliver during the Effectiveness Period (except during any Deferral
Period) to each Selling Holder and Designated Counsel, if any, at the sole
expense of the Company, as many copies of the Prospectus (including each form
of preliminary prospectus) and each amendment or supplement thereto and any
documents incorporated by reference therein as such Persons may reasonably
request; and, subject to Sections 4A(a) and 4A(c) hereof, the Company hereby
consents (except during any Deferral Period) to the use of such Prospectus and
each amendment or supplement thereto by each of the Selling Holders of
Registrable Securities and dealers, if any, in connection with the offering
and sale of the Registrable Securities covered by such Prospectus and any
amendment or supplement thereto in the manner set forth therein.



     (g) Cause the Company’s counsel to perform Blue Sky law investigations
and to file registrations and qualifications required to be filed in
connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Securities or offer and
sale under the securities or Blue Sky laws of such jurisdictions within the
United States as any Selling Holder reasonably requests, use its commercially
reasonable efforts to keep each such registration or qualification (or
exemption therefrom) effective during the period such Registration Statement
is required to be kept effective in connection with such



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Holder’s offer and sale of Registrable Securities pursuant to such
registration or qualification (or exemption therefrom) and do any and all
other acts or things reasonably necessary or advisable under Blue Sky laws to
enable the disposition in such jurisdictions of the Registrable Securities in
the manner set forth in the Registration Statement; provided that the Company
shall not be required to (i) qualify generally to do business or as a dealer
in any jurisdiction where it is not then so qualified, (ii) take any action
that would subject it to general service of process in any such jurisdiction
where it is not then so subject or (iii) subject itself to taxation in any
such jurisdiction where it is not then so subject.



     (h) Cooperate with the Selling Holders and their respective counsel to
facilitate the timely preparation and delivery of certificates representing
 shares of Registrable Securities sold, which certificates shall not bear any
restrictive legends and shall be in a form eligible for deposit with The
Depository Trust Company; and enable such shares of Registrable Securities to
be in such denominations and registered in such names as the Selling Holders
may reasonably request at least two (2) Business Days prior to any sale of
such Registrable Securities.



     (i) Upon the occurrence of any event contemplated by Section 4(c)(ii),
4(c)(iii) or 4(c)(iv) hereof, as promptly as practicable prepare and (subject
to Section 4(a) hereof) file with the SEC, at the sole expense of the Company,
a supplement or post-effective amendment to the Registration Statement or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, or file any other required document so
that, as thereafter delivered to the purchasers of the Registrable Securities
being sold thereunder, any such Prospectus will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading.



     (j) Prior to the effective date of the first Registration Statement
relating to the Registrable Securities, (i) provide the Trustee for the Notes
and the transfer agent for the Common Stock with certificates for the
Registrable Securities in a form eligible for deposit with The Depository
Trust Company and (ii) provide a CUSIP number for the Registrable Securities.



     (k) During the Effectiveness Period, if requested in connection with a
disposition of Registrable Securities pursuant to a Registration Statement,
make available at reasonable times for inspection by one or more
representatives of the Selling Holders and any attorney or accountant retained
by any such Selling Holders (collectively, the “Inspectors”), at the offices
where normally kept, during reasonable business hours, at such time or times
as shall be mutually convenient for the Company and the Inspectors as a group,
all financial and other records, pertinent corporate documents and instruments
of the Company and its subsidiaries (collectively, the “Records”) as shall be
reasonably necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, directors and employees of the
Company and its subsidiaries to supply all information reasonably requested by
any such Inspector in connection with such Registration Statement in
accordance with this Section; provided that the Company shall have no
obligation to provide any such information



-11-









 





prior to the execution by the party receiving such information of a
confidentiality agreement in a form reasonably acceptable to the Company.
Records that the Company determines, in good faith, to be confidential and any
Records that it notifies the Inspectors are confidential shall not be used for
any purpose other than satisfying “due diligence” obligations under the
Securities Act and exercising rights under this Agreement and shall not be
disclosed by any Inspector unless (i) the disclosure of such Records is
necessary to avoid or correct a material misstatement or material omission in
such Registration Statement, (ii) the release of such Records is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction,
(iii) disclosure of such information is, in the opinion of counsel for the
Selling Holder or any Inspector, necessary or advisable in connection with any
action, claim, suit or proceeding, directly involving or potentially involving
such Selling Holder or Inspector and arising out of, based upon, relating to,
or involving this Agreement or any transactions contemplated hereby or arising
hereunder or (iv) the information in such Records has been made generally
available to the public other than through the acts of such Inspector;
provided that prior notice shall be provided as soon as practicable to the
Company of the potential disclosure of any information by such Inspector
pursuant to clauses (ii) or (iii) of this sentence to permit the Company to
obtain a protective order (or waive the provisions of this Section 4(k)).
Each Inspector shall take such actions as are reasonably necessary to protect
the confidentiality of such information (if practicable) to the extent such
actions are otherwise not inconsistent with, an impairment of or in derogation
of the rights and interests of the Holder or any Inspector, unless and until
such information in such Records has been made generally available to the
public other than as a result of a breach of this Agreement.



     (l) During the Effectiveness Period, comply with all rules and
regulations of the SEC applicable to any Registration Statement and make
generally available to its security holders earning statements satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or
any similar rule promulgated under the Securities Act) no later than 45 days
after the end of any 12-month period (or 90 days after the end of any 12-month
period if such period is a fiscal year) commencing on the first day of the
first fiscal quarter of the Company after the effective date of a Registration
Statement, which statements shall cover said 12-month periods.



     (m) Cause the Indenture to be qualified under the TIA not later than the
effective date of the first Registration Statement relating to the Registrable
Securities; and in connection therewith, cooperate with the Trustee and the
Holders of the Registrable Securities and their respective counsel to effect
such changes to the Indenture as may be required for the Indenture to be so
qualified in accordance with the terms of the TIA; and execute, and use all
reasonable efforts to cause the Trustee to execute, all documents as may be
required to effect such changes and all other forms and documents required to
be filed with the SEC to enable the Indenture to be so qualified in a timely
manner.



     (n) If requested by Designated Counsel, if any, or the Holders of a
majority in Amount of Registrable Securities, (i) promptly incorporate in a
prospectus supplement or post-effective amendment such information as the
Designated Counsel, if any, or such Holders reasonably determine is necessary
to be included therein, (ii) make all required filings of such prospectus
supplement or such post-effective amendment as soon as reasonably practicable



-12-









 





after the Company has received notification of the matters to be
incorporated in such prospectus supplement or post-effective amendment and
(iii) supplement or make amendments to such Registration Statement.



     (o) Use its commercially reasonable efforts to take all other steps
necessary or advisable to effect the registration of the Registrable
Securities covered by a Registration Statement contemplated hereby provided
that the Company shall not be required to take any action in connection with
an Underwritten Offering.



     4A. Holders’ Obligations. (a) Each Holder agrees, by acquisition of the
Registrable Securities, that no Holder shall be entitled to sell any of such
Registrable Securities pursuant to a Registration Statement or to receive a
Prospectus relating thereto, unless such Holder has furnished the Company with
a Notice and Questionnaire as required pursuant to Section 2(d) hereof
(including the information required to be included in such Notice and
Questionnaire) and the information set forth in the next sentence. Each
Selling Holder agrees promptly to furnish to the Company all information
required to be disclosed in order to make the information previously furnished
to the Company by such Selling Holder not misleading and any other information
regarding such Selling Holder and the distribution of such Registrable
Securities as the Company may from time to time reasonably request. Any sale
of any Registrable Securities by any Holder shall constitute a representation
and warranty by such Holder that the information relating to such Holder and
its plan of distribution is as set forth in the Prospectus delivered by such
Holder in connection with such disposition, that such Prospectus does not as of
the time of such sale contain any untrue statement of a material fact relating
to or provided by such Holder or its plan of distribution and that such
Prospectus does not as of the time of such sale omit to state any material fact
relating to or provided by such Holder or its plan of distribution necessary to
make the statements in such Prospectus, in the light of the circumstances under
which they were made, not misleading.



     (b) The Company may require each Selling Holder of Registrable Securities
as to which any registration is being effected to furnish to the Company such
additional information regarding such Holder and its plan of distribution of
such Registrable Securities as the Company may, from time to time, reasonably
request to the extent necessary or advisable to comply with the Securities Act.
The Company may exclude from such registration the Registrable Securities of
any Selling Holder if such Holder fails to furnish such additional information
within 20 Business Days after receiving such request. Each Selling Holder as
to which any Shelf Registration is being effected agrees to furnish promptly to
the Company all information required to be disclosed so that the information
previously furnished to the Company by such Holder is not materially misleading
and does not omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances under which they were made.



     (c) Each Holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon actual receipt of any notice from the Company
suspending the availability of the Registration Statement pursuant to Section
3(b) hereof, or upon the happening of any event of the kind described in
Section 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof (each Holder agrees to keep any
such notice confidential), such Holder will forthwith discontinue disposition



-13-









 





of such Registrable Securities covered by such Registration Statement or
Prospectus until such Holder’s receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 4(i) hereof, or until it is advised
in writing by the Company that the use of the applicable Prospectus may be
resumed, and it has received copies of any additional or supplemental filings
that are incorporated or deemed incorporated by reference in such Prospectus
thereto.



5. Registration Expenses.



     (a) All fees and expenses incident to the performance of or compliance
with this Agreement by the Company shall be borne by the Company, including,
without limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses of compliance with state securities or Blue Sky
laws, including, without limitation, reasonable fees and disbursements of its
counsel in connection with Blue Sky qualifications of the Registrable
Securities and determination of the eligibility of the Registrable Securities
for investment under the laws of such jurisdictions as provided in Section
4(g) hereof), (ii) printing expenses, including, without limitation, expenses
of printing certificates for Registrable Securities in a form eligible for
deposit with The Depository Trust Company and of printing prospectuses if the
printing of prospectuses is requested by the Holders of a majority in Amount
of Registrable Securities included in any Registration Statement, (iii)
messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance, if the
Company desires such insurance, (vi) fees and expenses of all other Persons
retained by the Company, (vii) internal expenses of the Company (including,
without limitation, all salaries and expenses of officers and employees of the
Company performing legal or accounting duties), (viii) the expense of any
annual audit, (ix) the fees and expenses incurred in connection with the
listing of the securities to be registered on any securities exchange, if
applicable, and (x) the expenses relating to printing, word processing and
distributing all Registration Statements and any other documents necessary in
order to comply with this Agreement. Notwithstanding anything in this
Agreement to the contrary, each Holder shall pay all brokerage commissions
with respect to any Registrable Securities sold by it and, except as set forth
in Section 5(b) below, the Company shall not be responsible for the fees and
expenses of any counsel, accountant or advisor for the Holders.



     (b) The Company shall bear or reimburse the Holders of the Registrable
Securities being registered in a Shelf Registration for the reasonable fees
and disbursements of Designated Counsel.



6. Indemnification.



     (a) The Company agrees to indemnify and hold harmless (x) each Holder
(which, for the absence of doubt, for purposes of this Section 6 shall include
the Initial Purchaser), (y) each Person, if any, who controls (within the
meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act) any Holder (any of the Persons referred to in this clause (b)
being hereinafter referred to as a “Controlling Person”), (z) the respective
officers, directors, partners, employees, representatives and agents of any
Holder (including any predecessor holder) or any Controlling Person (any person
referred to in clause (x), (y) or (z) may hereinafter be referred to as an
“Indemnified Holder”), against any losses, claims, damages



-14-









 





or liabilities to which such Indemnified Holder may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of or are
based upon (i) any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement or Prospectus, or any amendment or
supplement thereto or any related preliminary prospectus or (ii) the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in the
light of the circumstances under which they were made; provided that the
Company will not be liable under this Section 6(a), (x) to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement, or omission or alleged omission made in
any such Registration Statement or Prospectus, or any amendment or supplement
thereto or any related preliminary prospectus in reliance upon and in
conformity with written information relating to any Holder furnished to the
Company by or on behalf of such Holder specifically for use therein, (y) with
respect to any untrue statement or alleged untrue statement, or omission or
alleged omission made in any preliminary prospectus if the person asserting any
such loss, claim, damage or liability who purchased Registrable Securities
which are the subject thereof did not receive a copy of the Prospectus (or the
preliminary prospectus as then amended or supplemented if the Company shall
have furnished such Indemnified Holder with such amendment or supplement
thereto on a timely basis) at or prior to the written confirmation of the sale
of such Registrable Securities to such person and , in any case where such
delivery is required by applicable law and the untrue statement or alleged
untrue statement or omission or alleged omission of a material fact made in
such preliminary prospectus was corrected in the Prospectus (or the preliminary
prospectus as then amended or supplemented if the Company shall have furnished
such Indemnified Holder with such amendment or supplement thereto on a timely
basis) or (z) arising from the offer or sale of Registrable Securities during
any Deferral Period, if notice thereof was given to such Holder. The Company
shall notify such Indemnified Holder promptly of the institution, threat or
assertion of any claim, proceeding (including any governmental investigation)
or litigation in connection with the matters addressed by this Agreement that
involves the Company or such Indemnified Holder.



     (b) Subject to Section 6(d) below, the Company agrees to reimburse each
Indemnified Holder upon demand for any out-of-pocket expenses reasonably
incurred by such Indemnified Holder (including fees and disbursements of
counsel chosen in accordance with Section 6(d) below) in connection with
investigating or defending any such loss, claim, damage or liability, any
action or proceeding or in responding to a subpoena or governmental inquiry
related to the offering of the Registrable Securities, whether or not such
Indemnified Holder is a party to any action or proceeding. In the event that
it is finally judicially determined that an Indemnified Holder was not
entitled to receive payments for legal and other expenses pursuant to this
Section 6, such Indemnified Holder will promptly return all sums that had been
advanced pursuant hereto.



     (c) Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, its directors and officers and each Person who controls
the Company (within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act) to the same extent as the indemnity provided
in Section 6(a) from the Company to each Holder, but only with reference to
such losses, claims, damages or liabilities which are caused



-15-









 





by any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with information relating to
a Holder furnished to the Company in writing by such Holder expressly for use
in any Registration Statement or Prospectus, or any amendment or supplement
thereto or any related preliminary prospectus. The liability of any Holder
under this Section 6(c) shall in no event exceed the proceeds received by such
Holder from sales of Registrable Securities giving rise to such obligation.



     (d) In case any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted
against any Person in respect of which indemnity may be sought pursuant to
Section 6(a) or (c), such Person (the “Indemnified Person”) shall promptly
notify the Person or Persons against whom such indemnity may be sought (each
an “Indemnifying Person”) in writing. No indemnification provided for in
Section 6(a) or (c) shall be available to any Person who shall have failed to
give notice as provided in this Section 6(d) if the party to whom notice was
not given was unaware of the proceeding to which such notice would have
related and was materially prejudiced by the failure to give such notice.
Nevertheless, the failure to give such notice shall not relieve the
Indemnifying Person or Persons from any liability which it or they may have to
the Indemnified Person for contribution or otherwise than on account of the
provisions of Section 6(a) or (c). In case any such proceeding shall be
brought against any Indemnified Person and it shall notify the Indemnifying
Person of the commencement thereof, the Indemnifying Person shall be entitled
to participate therein and, to the extent that it shall wish, jointly with any
other Indemnifying Person similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to such Indemnified Person and shall pay
as incurred (or within 30 days of presentation) the fees and disbursements of
such counsel related to such proceeding. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel at its own
expense. Notwithstanding the foregoing, the Indemnifying Person shall pay as
incurred (or within 30 days of presentation) the fees and expenses of the
counsel retained by the Indemnified Person in the event (i) the Indemnifying
Person and the Indemnified Person shall have mutually agreed to the retention
of such counsel, (ii) the named parties to any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them or
(iii) the Indemnifying Person shall have failed to assume the defense of and
employ counsel reasonably acceptable to the Indemnified Person within a
reasonable period of time after notice of commencement of the action. It is
understood that the Indemnifying Person shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate firm for all such
Indemnified Persons. Such firm shall be designated in writing by Holders of a
majority in Amount of Registrable Securities in the case of parties
indemnified pursuant to Section 6(a) and by the Company in the case of parties
indemnified pursuant to Section 6(c). The Indemnifying Person 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 Person agrees to indemnify the Indemnified
Person from and against any loss or liability by reason of such settlement or
judgment. In addition, the Indemnifying Person will not, without the prior
written consent of the Indemnified Person, settle or compromise or consent to
the entry of any judgment in any pending or threatened claim, action or
proceeding of which indemnification



-16-









 





may be sought hereunder (whether or not any Indemnified Person is an
actual or potential party to such claim, action or proceeding) unless such
settlement, compromise or consent includes an unconditional release of each
Indemnified Person from all liability arising out of such claim, action or
proceeding.



     (e) To the extent the indemnification provided for in this Section 6 is
unavailable to or insufficient to hold harmless an Indemnified Person under
Section 6(a) or (c) in respect of any losses, claims, damages or liabilities
(or actions or proceedings in respect thereof) referred to therein, except by
reason of the exceptions set forth in Section 6(a) or (c) or the failure of
the Indemnified Person to give notice as required in Section 6(d), then each
Indemnifying Person shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities
(or actions or proceedings in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Indemnifying
Person on the one hand and the Indemnified Person on the other hand from the
offering of the Notes pursuant to the Purchase Agreement and the Registrable
Securities pursuant to any Shelf Registration. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law, then each Indemnifying Person shall contribute to such amount paid or
payable by such Indemnified Person in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Indemnifying Person on the one hand and the Indemnified Person on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof),
as well as any other relevant equitable considerations. The relative benefits
received by the Company shall be deemed to be equal to the total net proceeds
(before deducting expenses) received by the Company under the Purchase
Agreement from the offering and sale of the Registrable Securities giving rise
to such obligations. The relative benefits received by any Holder shall be
deemed to be equal to the value of receiving registration rights for the
Registrable Securities under this Agreement. The relative fault of the
parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company on the one hand, such Indemnified Holder on the other, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.



     (f) The Company and the Initial Purchaser agree that it would not be just
and equitable if contribution pursuant to Section 6(e) were determined by pro
rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in Section 6(e). The
amount paid or payable by an Indemnified Person as a result of the losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
referred to in Section 6(e) shall be deemed to include any legal or other
expenses reasonably incurred by such Indemnified Person in connection with
investigating or defending any such action or claim or enforcing any rights
hereunder. Notwithstanding the provisions of Section 6(e) and (f), (i) in no
event shall any Holder be required to contribute any amount in excess of the
amount by which the net proceeds received by such Holder from the offering or
sale of the Registrable Securities pursuant to a Shelf Registration Statement
exceeds the amount of damages which such Holder would have otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission and (ii) no Person guilty of fraudulent



-17-









 





misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation.



     (g) Except as otherwise provided in this Section 6, any losses, claims,
damages, liabilities or expenses for which an Indemnified Person is entitled
to indemnification or contribution under this Section 6 shall be paid by the
Indemnifying Person to the Indemnified Person as such losses, claims, damages,
liabilities or expenses are incurred (or within 30 days of presentation).



     (h) The remedies provided for in this Section 6 are not exclusive and
shall not limit any rights or remedies that may otherwise be available to any
indemnified party at law or in equity.



     (i) The indemnity and contribution agreements contained in this Section 6
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Holder or any Person controlling any Holder or by or on behalf of the
Company, its officers or directors or any other Person controlling the Company
and (iii) acceptance of and payment for any of the Registrable Securities.



     (j) No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.



7. Rules 144 and 144A.



     The Company covenants that it will file the reports required to be filed
by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder in a timely manner in accordance with
the requirements of the Securities Act and the Exchange Act and, if at any time
before the expiration of the Effectiveness Period the Company is not required
to file such reports, it will, upon the request of any Holder, make available
such information necessary to permit sales pursuant to Rule 144A under the
Securities Act. The Company further covenants that until the Effectiveness
Period has expired, it will use all reasonable efforts to take such further
action as any Holder of Registrable Securities may reasonably request, all to
the extent required from time to time to enable such holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 and Rule 144A under the Securities Act,
as such rules may be amended from time to time. The Company will provide a
copy of this Agreement to prospective purchasers of Registrable Securities
identified to the Company by the Initial Purchaser upon request. Upon the
request of any Holder, the Company shall deliver to such Holder a written
statement as to whether it is subject to and has complied with such reporting
requirements. Notwithstanding the foregoing, nothing in this Section 7 shall
be deemed to require the Company to register any of its securities pursuant to
the Exchange Act.



-18-









 





8. Underwritten Registrations.



     No Holder of Registrable Securities may participate in any Underwritten
Registration hereunder.



9. Miscellaneous.



     (a) No Inconsistent Agreements. The Company has not, as of the date
hereof, and the Company shall not, after the date of this Agreement, enter
into any agreement with respect to any of its securities that conflicts with
the rights granted to the Holders of Registrable Securities in this Agreement
or otherwise conflicts with the provisions hereof.



     (b) Adjustments Affecting Registrable Securities. The Company shall not
take any action with respect to the Registrable Securities as a class with the
intent of adversely affecting the ability of the Holders of Registrable
Securities to include such Registrable Securities in a registration undertaken
pursuant to this Agreement.



     (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of the Company and the Holders of not less than a majority in Amount
of Registrable Securities; provided that Section 6 and this Section 9(c) may
not be amended, modified or supplemented without the prior written consent of
the Company and each Holder (including, in the case of an amendment,
modification or supplement of Section 6, any Person who was a Holder of
Registrable Securities disposed of pursuant to any Registration Statement).
Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Securities whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect, impair, limit or compromise the rights of other Holders of Registrable
Securities may be given by Holders of at least a majority in Amount of
Registrable Securities being sold by such Holders pursuant to such
Registration Statement. Each Holder of Registrable Securities outstanding at
the time of any amendment, modification, supplement, waiver, or consent or
thereafter shall be bound by any such amendment, modification, supplement,
waiver, or consent effected pursuant to this Section, whether or not any
notice of such amendment, modification, supplement, waiver, or consent is
delivered to such Holder.



     (d) Notices. All notices, requests and other communications (including
without limitation any notices or other communications to the Trustee)
provided for or permitted hereunder shall be made in writing and delivered by
hand-delivery, registered first-class mail, next-day air courier or facsimile:



-19-









 





               (1) if to a Holder of Registrable Securities, at the most current address
of such Holder set forth on (x) the records of the registrar under the
Indenture, in the case of Holders of Notes, and (y) the stock ledger of the
Company, in the case of Holders of common stock of the Company, unless, in
either such case, any Holder shall have provided notice information in a Notice
and Questionnaire or any amendment thereto, in which case such information
shall control.




	 	(2)	 	if to the Initial Purchaser:
	 
	 	 	 	Deutsche Bank Securities Inc.
	 	 	 	60 Wall Street
	 	 	 	New York, New York 10005
	 	 	 	Facsimile No.: (212) 797-8974
	 	 	 	Attention: Equity Capital Markets
	 	 	 	with a copy to the General Counsel
	 	 	 	Facsimile No.: (212) 797-4564
	 
	 	(3)	 	if to the Company:
	 
	 	 	 	Veritas DGC Inc.
	 	 	 	10300 Town Park
	 	 	 	Houston, Texas 77072
	 	 	 	Facsimile No.: (832) 351-8728
	 	 	 	Attention: General Counsel





     All such notices, requests and communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; the earlier of the
date indicated on the notice of receipt and five (5) Business Days after being
deposited in the mail, postage prepaid, if mailed; one Business Day after being
timely delivered to a next-day air courier; and when the addressor receives
facsimile confirmation, if sent by facsimile during normal business hours, and
otherwise on the next Business Day during normal business hours.



     (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 hereto,
including the Holders; provided that this Agreement shall not inure to the
benefit of or be binding upon a successor or assign of a Holder unless and
except to the extent such successor or assign holds Registrable Securities.



     (f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, including via
facsimile, 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.



-20-









 





     (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT
TO THE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS SITTING IN
MANHATTAN, NEW YORK CITY, THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT.



     (i) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the
parties hereto shall use their best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.



     (j) Securities Held by the Company or Its Affiliates. Whenever the
consent or approval of Holders of a specified percentage in Amount of
Registrable Securities is required hereunder, Registrable Securities held by
the Company or its affiliates (as such term is defined in Rule 405 under the
Securities Act) other than the Initial Purchaser or Holders deemed to be
affiliates solely by reason of their holdings of such Registrable Securities
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.



     (k) Third-Party Beneficiaries. Holders of Registrable Securities are
intended third party beneficiaries of this Agreement and this Agreement may be
enforced by such Persons.



     (l) Entire Agreement. This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein and therein and any and all
prior oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the
Initial Purchaser on the one hand and the Company on the other, or between or
among any agents, representatives, parents, subsidiaries, affiliates,
predecessors in interest or successors in interest with respect to the subject
matter hereof and thereof are merged herein and replaced hereby.



-21-









 





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



	 	 	 	 	 
	 	 	VERITAS DGC INC.
	 
	 	 	 	 
	

	 	By:	 	/s/ Vincent Thielen
	

	 	 	 	
 
	

	 	 	 	Name: Vincent Thielen
	

	 	 	 	Title: Vice President and Corporate Controller
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	DEUTSCHE BANK SECURITIES INC.
	 
	 	 	 	 
	

	 	By:	 	/s/ C. Mitchell Cox
	

	 	 	 	
 
	

	 	 	 	Name: C. Mitchell Cox
	

	 	 	 	Title: Managing Director
	 
	 	 	 	 
	

	 	By:	 	/s/ John Marinelli
	

	 	 	 	
 
	

	 	 	 	Name: John Marinelli
	

	 	 	 	Title: Vice President






[Signature Page to Registration Rights Agreement]