Exhibit 10.1


 


Execution Version


 


Talecris Biotherapeutics Holdings Corp.


 


7.75% Senior Notes due
2016


 


REGISTRATION
RIGHTS AGREEMENT


 


October 21, 2009


 


Morgan Stanley & Co. Incorporated


Goldman, Sachs & Co.


Wells Fargo Securities, LLC


Citigroup Global Markets Inc.


As Representatives of the Initial Purchasers


c/o Morgan Stanley & Co. Incorporated


      1585 Broadway, 


      New York, NY 10036


 


Ladies and Gentlemen:


 


Talecris
Biotherapeutics Holdings Corp., a corporation organized under the laws of
Delaware (the “Company”), proposes to issue and sell to certain purchasers (the
“Initial Purchasers”), for whom you (the “Representatives”) are acting as
representatives, its 7.75% Senior Notes due 2016 (the “Notes”) to be guaranteed
(the “Guarantees” and, together with the Notes, “the Securities”) by the
entities listed in Schedule A (the “Guarantors”), upon the terms set forth in
the Purchase Agreement among the Company, the Guarantors and the
Representatives dated October 16, 2009 (the “Purchase Agreement”) relating
to the initial placement (the “Initial Placement”) of the Securities.  To induce the Initial Purchasers to enter
into the Purchase Agreement and to satisfy a condition to your obligations
thereunder, the Company agrees with you for your benefit and the benefit of the
holders from time to time of the Securities (including the Initial Purchasers)
(each a “Holder” and, collectively, the “Holders”), as follows:


 


1.             Definitions.  Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement.  As used in this Agreement,
the following capitalized defined terms shall have the following meanings:


 


“Act” shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated
thereunder.


 


“Affiliate”
shall have the meaning specified in Rule 405 under the Act and the terms “controlling”
and “controlled” shall have meanings correlative thereto.


 


“Broker-Dealer”
shall mean any broker or dealer registered as such under the Exchange Act.


 


“Business
Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a
day on which banking institutions or trust companies are authorized or
obligated by law to close in New York City.


 


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“Closing
Date” shall mean the date of the first issuance of the Securities.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Deferral
Period” shall have the meaning indicated in Section 4(j)(ii) hereof.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.


 


“Exchange
Offer Registration Period” shall mean the period following the
consummation of the Registered Exchange Offer and ending on the earlier of (i) the
90th day following consummation of the Registered
Exchange Offer or such longer period if extended pursuant to Section 4(j) as
a result of the occurrence of any of the events set forth in Sections 4(b)(ii) through
(v) hereof and (ii) such time as no Exchanging Dealer holds
Registrable Securities, exclusive of any period during which any stop order
shall be in effect suspending the effectiveness of the Exchange Offer
Registration Statement.


 


“Exchange
Offer Registration Statement” shall mean a registration statement of the
Company on an appropriate form under the Act with respect to the Registered
Exchange Offer, all amendments and supplements to such registration statement,
including post-effective amendments thereto, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.


 


“Exchanging
Dealer” shall mean any Holder (which may include any Initial Purchaser) that is
a Broker-Dealer and elects to exchange any Securities that it acquired for its
own account as a result of market-making activities or other trading activities
(but not directly from the Company or any Affiliate of the Company) for New
Securities.


 


“Final
Memorandum” shall mean the offering memorandum, dated October 16, 2009,
relating to the Securities, including any and all exhibits thereto and any
information incorporated by reference therein as of such date.


 


“FINRA
Rules” shall mean the Conduct Rules of The Financial Industry Regulatory
Authority.


 


“Holder”
shall have the meaning set forth in the preamble hereto.


 


“Indenture”
shall mean the Indenture relating to the Securities, dated as of October 21,
2009, between the Company, the Guarantors and The Bank of New York Mellon Trust
Company, N.A., as trustee, as the same may be amended from time to time in
accordance with the terms thereof.


 


“Initial
Placement” shall have the meaning set forth in the preamble hereto.


 


“Initial
Purchaser” shall have the meaning set forth in the preamble hereto.


 


“Issuer
FWP” shall mean the “issuer free writing prospectus” as defined in Rule 433
under the Act.


 


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“Losses”
shall have the meaning set forth in Section 6(d) hereof.


 


“Majority
Holders” shall mean, on any date, Holders of a majority of the aggregate
principal amount of Securities registered under a Registration Statement.


 


“Managing
Underwriters” shall mean the investment banker or investment bankers and
manager or managers that administer an underwritten offering, if any, under a
Registration Statement.


 


“New
Securities” shall mean debt securities of the Company identical in all material
respects to the Securities (except that the transfer restrictions shall be
modified or eliminated, as appropriate) to be issued under the Indenture.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement (including,
without limitation, a prospectus that discloses information previously omitted
from a prospectus filed as part of an effective registration statement in
reliance upon Rule 430A under the Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Securities or the New Securities covered by such Registration Statement,
and all amendments and supplements thereto, including any and all exhibits
thereto and any information incorporated by reference therein.


 


“Purchase
Agreement” shall have the meaning set forth in the preamble hereto.


 


“Registered
Exchange Offer” shall mean the proposed offer of the Company to issue and
deliver to the Holders of the Securities that are not prohibited by any law or
policy of the Commission from participating in such offer, in exchange for the
Securities, a like aggregate principal amount of the New Securities.


 


“Registrable
Securities” shall mean (i) Securities other than those that have been (A) registered
under a Registration Statement and disposed of in accordance therewith or (B) distributed
to the public pursuant to Rule 144 under the Act or any successor rule or
regulation thereto that may be adopted by the Commission and (ii) any New
Securities resale of which by the Holder thereof requires compliance with the
prospectus delivery requirements of the Act.


 


“Registration
Default Damages” shall have the meaning set forth in Section 8 hereof.


 


“Registration
Statement” shall mean any Exchange Offer Registration Statement or Shelf
Registration Statement that covers any of the Securities or the New Securities
pursuant to the provisions of this Agreement, any amendments and supplements to
such registration statement, including post-effective amendments (in each case
including the Prospectus contained therein), all exhibits thereto and all
material incorporated by reference therein.


 


“Securities”
shall have the meaning set forth in the preamble hereto.


 


“Shelf
Registration” shall mean a registration effected pursuant to Section 3
hereof.


 


“Shelf
Registration Period” has the meaning set forth in Section 3(b) hereof.


 


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“Shelf
Registration Statement” shall mean a “shelf” registration statement of the
Company pursuant to the provisions of Section 3 hereof which covers some
or all of the Securities or New Securities, as applicable, on an appropriate
form under Rule 415 under the Act, or any similar rule that may be
adopted by the Commission, amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.


 


“Trustee”
shall mean the trustee with respect to the Securities under the Indenture.


 


“Trust
Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and
regulations of the Commission promulgated thereunder.


 


“Underwriter”
shall mean any underwriter of Securities in connection with an offering thereof
under a Shelf Registration Statement.


 


2.             Registered Exchange Offer.  (a) Unless the Registered Exchange Offer
shall not be permissible under applicable law or Commission policy, the Company
shall prepare and, not later than 180 days following the Closing Date (or if
such day is not a business day, the next succeeding business day), shall file
with the Commission the Exchange Offer Registration Statement with respect to
the Registered Exchange Offer.  The
Company shall use its commercially reasonable efforts to cause the Exchange
Offer Registration Statement to become effective under the Act within 240 days
of the Closing Date (or if such day is not a business day, the next succeeding
business day).


 


(b)           Upon the effectiveness of the
Exchange Offer Registration Statement, the Company shall as soon as practicable
commence the Registered Exchange Offer, it being the objective of such Registered
Exchange Offer to enable each Holder so electing to exchange Securities for New
Securities (assuming that such Holder is not an Affiliate of the Company,
acquires the New Securities in the ordinary course of such Holder’s business,
has no arrangements with any person to participate in the distribution of the
New Securities and is not prohibited by any law or policy of the Commission
from participating in the Registered Exchange Offer) to trade such New
Securities from and after their receipt without any limitations or restrictions
under the Act and without material restrictions under the securities laws of a
substantial proportion of the several states of the United States.  The Company shall use its commercially
reasonable efforts to consummate the Registered Exchange Offer no later than 45
days after the Exchange Offer Registration Statement is declared effective.


 


(c)           In connection with the Registered
Exchange Offer, the Company shall:


 


(i)            mail to each Holder a copy of the
Prospectus forming part of the Exchange Offer Registration Statement, together
with an appropriate letter of transmittal and related documents; provided, that the
Company shall only be required to mail such Prospectus to Holders of which the
Company are aware after due inquiry;


 


(ii)           keep the Registered Exchange Offer
open for not less than 20 Business Days after the date notice thereof is mailed
to the Holders (or, in each case, longer if required by applicable law) (the “Expiration
Date”);


 


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(iii)          use its commercially reasonable
efforts to keep the Exchange Offer Registration Statement continuously
effective under the Act, supplemented and amended as required, under the Act to
ensure that it is available for sales of New Securities by Exchanging Dealers
during the Exchange Offer Registration Period;


 


(iv)          cause the Exchange Offer Registration
Statement and the related Prospectus and any amendment or supplement thereto,
as of the effective date of the Exchange Offer Registration Statement or such
amendment or supplement, (A) to comply in all material respects with the
applicable requirements of the Act; and (B) not to contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein (in the
case of the Prospectus, in the light of the circumstances under which they were
made) not misleading; it being understood that the Company shall not be so
responsible for written information furnished to the Company by or on behalf of
Holders expressly for use therein;


 


(v)           utilize the services of a depositary
for the Registered Exchange Offer with an address in the Borough of Manhattan
in New York City, which may be the Trustee or an Affiliate of the Trustee;


 


(vi)          permit Holders to withdraw tendered
Securities at any time prior to the close of business, New York time, on the
last Business Day on which the Registered Exchange Offer is open;


 


(vii)         prior to effectiveness of the Exchange
Offer Registration Statement, provide a supplemental letter to the Commission (A) stating
that the Company is conducting the Registered Exchange Offer in reliance on the
position of the Commission in Exxon Capital Holdings Corporation (pub.
avail. May 13, 1988), Morgan Stanley and Co., Inc. (pub.
avail. June 5, 1991); and (B) including a representation that the
Company has not entered into any arrangement or understanding with any person
to distribute the New Securities to be received in the Registered Exchange
Offer and that, to the best of the Company’s information and belief, each
Holder participating in the Registered Exchange Offer is acquiring the New
Securities in the ordinary course of business and has no arrangement or
understanding with any person to participate in the distribution of the New
Securities; and


 


(viii)        comply in all respects with all
applicable laws.


 


(d)           As
soon as practicable after the close of the Registered Exchange Offer, the
Company shall:


 


(i)            accept for exchange all Securities
validly tendered and not validly withdrawn pursuant to the Registered Exchange
Offer;


 


(ii)           deliver to the Trustee for
cancellation in accordance with Section 4(r) all Securities so
accepted for exchange; and


 


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(iii)          cause the Trustee as soon as
practicable to authenticate and deliver to each Holder of Securities a
principal amount of New Securities equal to the principal amount of the
Securities of such Holder so accepted for exchange.


 


(e)           Each Holder hereby acknowledges and
agrees that any Broker-Dealer and any such Holder using the Registered Exchange
Offer to participate in a distribution of the New Securities (x) could not
under Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in Exxon Capital Holdings Corporation (pub.
avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub.
avail. June 5, 1991), as interpreted in the Commission’s letter to
Shearman & Sterling dated July 2, 1993 and similar no-action
letters; and (y) must comply with the registration and prospectus delivery
requirements of the Act in connection with any secondary resale transaction,
which must 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 Act if the resales are of New
Securities obtained by such Holder in exchange for Securities acquired by such
Holder directly from the Company or one of its Affiliates.  Accordingly, each Holder participating in the
Registered Exchange Offer shall be required to represent to the Company that,
at the time of the consummation of the Registered Exchange Offer:


 


(i)            any New Securities received by such
Holder will be acquired in the ordinary course of business;


 


(ii)           such Holder will have no arrangement
or understanding with any person to participate in the distribution of the
Securities or the New Securities within the meaning of the Act; and


 


(iii)          such Holder is not an Affiliate of the
Company;


 


(f)            If any Initial Purchaser determines
that it is not eligible to participate in the Registered Exchange Offer with
respect to the exchange of Securities constituting any portion of an unsold
allotment, at the request of such Initial Purchaser within 20 days after the
consummation of the Exchange Offer, the Company shall issue and deliver to such
Initial Purchaser (exclusively for resale under a Shelf Registration Statement
or pursuant to an applicable exemption from registration) or the person
purchasing New Securities registered under a Shelf Registration Statement as
contemplated by Section 3 hereof from such Initial Purchaser, in exchange
for such Securities, a like principal amount of New Securities.  The Company shall use its commercially
reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP
number for such New Securities as for New Securities issued pursuant to the
Registered Exchange Offer.


 


3.             Shelf Registration.  (a) If (i) due to any change in law
or applicable interpretations thereof by the Commission’s staff, the Company
determines upon advice of its outside counsel that it is not permitted to
effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for
any other reason the Registered Exchange Offer is not consummated within 285
days of the Closing Date; (iii) any Initial Purchaser so requests within
20 days after the consummation of the Exchange Offer with respect to Securities
that are not eligible to be exchanged for New Securities in the Registered Exchange
Offer and that are held by it following 


 


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consummation of
the Registered Exchange Offer; (iv) any Holder (other than an Initial
Purchaser) who notifies the Company within 20 days after the consummation of
the Exchange Offer that it is not eligible to participate in the Registered
Exchange Offer other than by reason of such Holder being an affiliate of the
Company (it being understood that the requirement that an Exchanging Dealer
deliver the Prospectus contained in the Exchange Offer Registration Statement
in connection with the sale of New Securities shall not result in such New
Securities being not “freely tradeable”) and holds Securities pending consummation of the
Registered Exchange Offer, so requests; or (v) in the case of any Initial
Purchaser that participates in the Registered Exchange Offer or acquires New
Securities pursuant to Section 2(f) hereof, such Initial Purchaser
does not receive freely tradeable New Securities in exchange for Securities
constituting any portion of an unsold allotment (it being understood that (x) the
requirement that an Initial Purchaser deliver a Prospectus containing the
information required by Item 507 or 508 of Regulation S-K under the Act in
connection with sales of New Securities acquired in exchange for such
Securities shall result in such New Securities being not “freely tradeable”;
and (y) the requirement that an Exchanging Dealer deliver a Prospectus in
connection with sales of New Securities acquired in the Registered Exchange
Offer in exchange for Securities acquired as a result of market-making
activities or other trading activities shall not result in such New Securities
being not “freely tradeable”), the Company shall effect a Shelf Registration
Statement in accordance with subsection (b) below.


 


(b)           (i) The Company shall as promptly as practicable
(but in no event (i) if the Exchange Offer Registration Statement
is not permitted to be filed by applicable law, more than 180 days following
the Closing Date and (ii) in any other circumstance in which a Shelf
Registration Statement is required to be filed, more than 90 days after so
required or requested pursuant to this Section 3), file with the Commission and shall use
its commercially reasonable efforts to cause to be declared effective under the
Act (i) if the Exchange Offer Registration Statement is not declared
effective by the SEC within 240 days of the Closing Date, within 240 days after
the Closing Date, (ii) if the Registered Exchange Offer is not consummated
within 285 days of the Closing Date, within 285 days of the Closing Date or (iii) in
any other circumstance in which a Shelf Registration Statement is required to
be filed, within 180 days after so required or requested, a Shelf Registration
Statement relating to the offer and sale of the Securities or the New
Securities, as applicable, by the Holders thereof from time to time in
accordance with the methods of distribution elected by such Holders and set
forth in such Shelf Registration Statement; provided, however,
that no Holder (other than an Initial Purchaser) shall be entitled to have the
Securities held by it covered by such Shelf Registration Statement unless such
Holder agrees in writing to be bound by all of the provisions of this Agreement
applicable to such Holder (with the Initial Purchasers’ agreement thereto being
evidenced by their execution of this Agreement); and provided further, that
with respect to New Securities received by an Initial Purchaser in exchange for
Securities constituting any portion of an unsold allotment, the Company may, if
permitted by current interpretations by the Commission’s staff, file a
post-effective amendment to the Exchange Offer Registration Statement
containing the information required by Item 507 or 508 of Regulation S-K,
as applicable, in satisfaction of its obligations under this subsection with
respect thereto, and any such Exchange Offer Registration Statement, as so
amended, shall be referred to herein as, and governed by the provisions herein
applicable to, a Shelf Registration Statement.


 


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(ii)           Subject to Section 4(j), the
Company shall use its commercially reasonable efforts to keep the Shelf
Registration Statement continuously effective, supplemented and amended as
required by the Act, in order to permit the Prospectus forming part thereof to
be usable by Holders for a period (the “Shelf Registration Period”) from the
date the Shelf Registration Statement is declared effective by the Commission
until the earliest of (A) the second anniversary thereof, (B) the
date upon which all the Securities or New Securities, as applicable, covered by
the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement, and (C) the date upon which the Securities or New
Securities, as applicable, are no longer restricted securities (as defined in Rule 144
under the Act, or any successor rule thereof).  The Company shall be deemed not to have used
its commercially reasonable efforts to keep the Shelf Registration Statement
effective during the Shelf Registration Period if it voluntarily takes any
action that would result in Holders of Securities covered thereby not being
able to offer and sell such Securities at any time during the Shelf Registration
Period, unless such action is (x) required by applicable law or otherwise
undertaken by the Company in good faith and for valid business reasons (not
including avoidance of the Company’s obligations hereunder), including the
acquisition or divestiture of assets, and (y) permitted pursuant to Section 4(j)(ii) hereof.


 


(iii)          The Company shall cause the Shelf
Registration Statement and the related Prospectus and any amendment or
supplement thereto, as of the effective date of the Shelf Registration Statement
or such amendment or supplement, (A) to comply in all material respects
with the applicable requirements of the Act; and (B) not to contain any
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements therein (in
the case of the Prospectus, in the light of the circumstances under which they
were made) not misleading; it being understood that the Company shall
not be so responsible for written information furnished to the Company by or on
behalf of Holders expressly for use therein.


 


4.             Additional Registration
Procedures.  In connection with any
Shelf Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.


 


(a)           The Company shall:


 


(i)            furnish, in each case if requested
in writing, to each of the Representatives and to counsel for the
Representatives, in the case of an Exchange Offer Registration Statement, and
to counsel for the Holders of Registrable Securities, in the case of a Shelf
Registration Statement, not less than five Business Days prior to the filing
thereof with the Commission, a copy of any Exchange Offer Registration
Statement and any Shelf Registration Statement, as applicable, and each
amendment thereof and each amendment or supplement, if any, to the Prospectus
included therein (including all documents incorporated by reference therein
after the initial filing) and shall use its commercially reasonable efforts to
reflect in each such document, when so filed with the Commission, such comments
as the Representatives reasonably propose;


 


(ii)           include the information set forth in
Annex A hereto on the facing page of the Exchange Offer Registration
Statement, in Annex B hereto in the forepart of the


 


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Exchange Offer Registration Statement in a section
setting forth details of the Exchange Offer, in Annex C hereto in the
underwriting or plan of distribution section of the Prospectus contained in the
Exchange Offer Registration Statement, and in Annex D hereto in the letter of
transmittal delivered pursuant to the Registered Exchange Offer;


 


(iii)          if requested by a Representative,
include the information required by Item 507 or 508 of Regulation S-K, as
applicable, in the Prospectus contained in the Exchange Offer Registration
Statement;


 


(iv)          include within the Prospectus
contained in the Exchange Offer Registration Statement a section entitled “Plan
of Distribution,” reasonably acceptable to the Representatives, which shall
contain a summary statement of the positions taken or policies made by the
staff of the Commission with respect to the potential “underwriter” status of
any broker-dealer that is the beneficial owner (as defined in Rule 13d-3
under the Exchange Act) of New Securities received by such Broker-Dealer in the
Registered Exchange Offer, whether such positions or policies have been
publicly disseminated by the staff of the Commission or such positions or
policies, in the reasonable judgment of the Representatives based upon advice
of counsel (which may be in house counsel), represent the prevailing views of
the staff of the Commission; and


 


(v)           in the case of a Shelf Registration
Statement, include the names of the Holders that propose to sell Securities
pursuant to the Shelf Registration Statement as selling security holders.


 


(b)           The Company shall advise the
Representatives, the Holders of Securities covered by any Shelf Registration
Statement (but only to such Holders as are named as selling security holders in
the prospectus forming part of such Shelf Registration Statement or in a
supplement to such Prospectus) and any Exchanging Dealer under any Exchange Offer
Registration Statement that has provided in writing to the Company a telephone
or facsimile number and address for notices, and, if requested by any
Representative or any such Holder or Exchanging Dealer, shall confirm such
advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall
be accompanied by an instruction to suspend the use of the Prospectus until the
Company shall have remedied the basis for such suspension):


 


(i)            when a Registration Statement and
any amendment thereto has been filed with the Commission and when the
Registration Statement or any post-effective amendment thereto has become
effective;


 


(ii)           of any request by the Commission for
any amendment or supplement to the Registration Statement or the Prospectus or
for additional information;


 


(iii)          of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement or
the institution of any proceeding for that purpose;


 


(iv)          of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
securities included therein for sale in any jurisdiction or the institution or
threatening of any proceeding for such purpose; and


 


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(v)           unless notice has been provided
pursuant to Section 4(j)(ii) hereto, of the happening of any event
that requires any change in the Registration Statement or the Prospectus so
that, as of such date, they (A) do not contain any untrue statement of a
material fact and (B) do not omit to state a material fact required to be
stated therein or necessary to make the statements therein (in the case of the
Prospectus, in the light of the circumstances under which they were made) not
misleading.


 


(c)           The Company shall use its
commercially reasonable efforts to prevent the issuance of any order suspending
the effectiveness of any Registration Statement or the qualification of the
securities therein for sale in any jurisdiction and, if issued, to obtain as
soon as possible the withdrawal thereof.


 


(d)           The Company shall furnish to each
Holder of Securities covered by any Shelf Registration Statement, without
charge, at least one copy of such Shelf Registration Statement and any
post-effective amendment thereto, including all material incorporated therein
by reference, and, if the Holder so requests in writing, all exhibits thereto
(including exhibits incorporated by reference therein).


 


(e)           The Company shall, during the Shelf
Registration Period, deliver to each Holder of Securities covered by any Shelf
Registration Statement, without charge, as many copies of the Prospectus
(including any preliminary prospectus) included in such Shelf Registration
Statement and any amendment or supplement thereto as such Holder may reasonably
request in writing.  Subject to the
provisions of this agreement, the Company consents to the use of the Prospectus
or any amendment or supplement thereto by each of the selling Holders of
Securities in connection with the offering and sale of the Securities covered
by the Prospectus, or any amendment or supplement thereto, included in the
Shelf Registration Statement.


 


(f)            The Company shall furnish to each
Exchanging Dealer which so requests, without charge, at least one copy of the
Exchange Offer Registration Statement and any post-effective amendment thereto,
including all material incorporated by reference therein, and, if the
Exchanging Dealer so requests in writing, all exhibits thereto (including
exhibits incorporated by reference therein).


 


(g)           The Company shall promptly deliver to
each Initial Purchaser, each Exchanging Dealer and each other person required
to deliver a Prospectus during the Exchange Offer Registration Period, without
charge, as many copies of the Prospectus included in such Exchange Offer
Registration Statement and any amendment or supplement thereto as any such
person may reasonably request in writing. 
The Company consents, subject to the provisions of this Agreement, to
the use of the Prospectus or any amendment or supplement thereto by any Initial
Purchaser, any Exchanging Dealer and any such other person that may be required
to deliver a Prospectus following the Registered Exchange Offer in connection
with the offering and sale of the New Securities covered by the Prospectus, or
any amendment or supplement thereto, included in the Exchange Offer
Registration Statement.


 


(h)           Prior to the Registered Exchange
Offer or any other offering of Securities pursuant to any Registration
Statement, the Company shall use its reasonable best efforts to arrange, if
necessary, for the qualification of the Securities or the New Securities for
sale under


 


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the laws of such
jurisdictions as any Holder shall reasonably request and shall maintain such
qualification in effect so long as required; provided that in no event shall
the Company be obligated to qualify to do business in any jurisdiction where it
is not then so qualified or to take any action that would subject it to service
of process in suits or to taxation, other than those arising out of the Initial
Placement, the Registered Exchange Offer or any offering pursuant to a Shelf
Registration Statement, in any such jurisdiction where it is not then so
subject.


 


(i)            The Company shall cooperate with the
Holders of Securities to facilitate the timely preparation and delivery of
certificates representing New Securities or Securities to be issued or sold
pursuant to any Registration Statement free of any restrictive legends and in
such denominations and registered in such names as Holders may request a
reasonable period of time prior to sales of Securities pursuant to such
Registration Statement.


 


(j)            (i) Upon the occurrence of any
event contemplated by subsections (c)(ii) through (v) above, the
Company shall promptly (or within the time period provided for by clause (ii) hereof,
if applicable) prepare a post-effective amendment to the applicable
Registration Statement or an amendment or supplement to the related Prospectus
or file any other required document so that, as thereafter delivered to the
purchasers of the Securities included therein, the Prospectus will not include
an 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, in
the light of the circumstances under which they were made, not misleading.  In such circumstances, the period of
effectiveness of the Exchange Offer Registration Statement provided for in Section 2
shall be extended by the number of days from and including the date of the
giving of a notice of suspension pursuant to Section 4(b) to and
including the date when the Initial Purchasers, the Holders of the Securities
and any known Exchanging Dealer shall have received such amended or
supplemented Prospectus pursuant to this Section.


 


(ii)           Upon the occurrence or existence of any
pending corporate development or any other material event that, in the
reasonable judgment of the Company, makes it appropriate to suspend the
availability of a Shelf Registration Statement and the related Prospectus, the
Company shall give notice (without notice of the nature or details of such
events) to the Holders (but only to such Holders as are named as selling
security holders in the Prospectus forming part of such Shelf Registration
Statement or in a supplement to such Prospectus) that the availability of such Shelf Registration is
suspended and, upon the giving of any such notice in accordance with Section 11
hereof, each Holder agrees not to sell any Registrable Securities
pursuant to the Shelf Registration until such Holder’s receipt of copies of the
supplemented or amended Prospectus, or until it is advised in writing by the
Company that the Prospectus may be used, and has received copies of any additional
or supplemental filings that are incorporated or deemed incorporated by
reference in such Prospectus.  The period
during which the availability of the Shelf Registration and any Prospectus is
suspended (the “Deferral Period”) shall not exceed 45 days in any three-month
period or 90 days in any twelve-month period.


 


(k)           Not later than the effective date of
any Registration Statement, the Company shall provide a CUSIP number for the
Securities or the New Securities, as the case may be, registered under such
Registration Statement and provide the Trustee with printed certificates for
such Securities or New Securities, in a form eligible for deposit with The
Depository Trust Company.


 


11

















 


(l)            The Company shall comply with all
applicable rules and regulations of the Commission and shall make
generally available to the holders of Securities and New Securities an earnings
statement satisfying the provisions of Section 11(a) of the Act as
soon as practicable after the effective date of the applicable Registration
Statement and in any event no later than 45 days after the end of a 12-month
period (or 90 days, if such period is a fiscal year) beginning with the first
month of the Company’s first fiscal quarter commencing after the effective date
of the applicable Registration Statement.


 


(m)          The Company shall cause the Indenture
to be qualified under the Trust Indenture Act in a timely manner.  In the event that such qualification would
require the appointment of a new trustee under the Indenture, the Company shall
appoint a new trustee thereunder pursuant to the applicable provisions of the
Indenture.


 


(n)           The Company may require each Holder
of securities to be sold pursuant to any Shelf Registration Statement to furnish
to the Company such information regarding the Holder and the distribution of
such securities as the Company may from time to time reasonably require for
inclusion in such Registration Statement. 
The Company may exclude from such Shelf Registration Statement the
Securities of any Holder that unreasonably fails to furnish such information
within a reasonable time after receiving such request.


 


(o)           In the case of any Shelf Registration
Statement, the Company shall enter into customary agreements (including, if
requested, an underwriting agreement in customary form) and take all other
appropriate actions, if any, as the Holders of a majority of the Securities to
be included in the Shelf Registration Statement shall reasonably request in
order to facilitate the disposition of the Securities.


 


(p)           In
the case of any Shelf Registration Statement, the Company shall:


 


(i)            make reasonably available for inspection by the
Holders of Securities to be registered thereunder, any underwriter
participating in any disposition pursuant to such
Registration Statement, and any attorney, accountant or other agent retained by
the Holders or any such underwriter all relevant financial and other records
and pertinent corporate documents of the Company and its subsidiaries;


 


(ii)           cause the Company’s officers,
directors, employees, accountants and auditors to supply all relevant
information reasonably requested by the Holders or any such underwriter,
attorney, accountant or agent in connection with any such Registration Statement
as is customary for similar due diligence examinations; provided, that
the foregoing due diligence examination shall be coordinated on behalf of the
parties (other than the Initial Purchasers) by one counsel designated by and on
behalf of such parties;


 


(iii)          if requested by any Holder, make such
representations and warranties to the Holders of Securities registered
thereunder and the underwriters, if any, in form, substance and scope as are
customarily made by issuers to underwriters in primary underwritten offerings
and covering matters including, but not limited to, those set forth in the
Purchase Agreement;


 


12

















 


(iv)          if requested by any Holder, obtain
opinions of counsel to the Company and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably satisfactory to the
Managing Underwriters, if any) addressed to each selling Holder and the
underwriters, if any, covering such matters as are customarily covered in
opinions requested in underwritten offerings and such other matters as may be
reasonably requested by such Holders and underwriters;


 


(v)           if requested by any Holder, obtain “comfort”
letters and updates thereof from the independent certified public accountants
of the Company (and, if necessary, any other independent certified public
accountants of any subsidiary of the Company or of any business acquired by the
Company for which financial statements and financial data are, or are required
to be, included in the Registration Statement), addressed to each selling
Holder of Securities registered thereunder and the underwriters, if any, in
customary form and covering matters of the type customarily covered in “comfort”
letters in connection with primary underwritten offerings; and


 


(vi)          deliver such documents and
certificates as may be reasonably requested by the Majority Holders or the
Managing Underwriters, if any, including those to evidence compliance with Section 4(j) and
with any customary conditions contained in the underwriting agreement or other
agreement entered into by the Company.


 


The actions set forth in clauses (iii), (iv), (v) and (vi) of
this paragraph (q) shall be performed at (A) the effectiveness of
such Registration Statement and each post-effective amendment thereto; and (B) each
closing under any underwriting or similar agreement as and to the extent
required thereunder.


 


(q)           In
the case of any Exchange Offer Registration Statement, the Company shall, if
requested by an Initial Purchaser, or by a broker dealer that holds Securities
that were acquired as a result of market making or other trading activities:


 


(i)            make reasonably available for
inspection by the requesting party, and any attorney, accountant or other agent
retained by the requesting party, all relevant financial and other records,
pertinent corporate documents and properties of the Company and its
subsidiaries;


 


(ii)           cause the Company’s officers,
directors, employees, accountants and auditors to supply all relevant
information reasonably requested by the requesting party or any such attorney,
accountant or agent in connection with any such Registration Statement as is
customary for similar due diligence examinations; provided, that the
foregoing due diligence examination shall be coordinated on behalf of the
parties (other than the Initial Purchasers) by one counsel designated by and on
behalf of such parties;


 


(iii)          make such representations and
warranties to the requesting party, in form, substance and scope as are
customarily made by issuers to underwriters in primary underwritten offerings
and covering matters including, but not limited to, those set forth in the
Purchase Agreement;


 


13

















 


(iv)          obtain opinions of counsel to the
Company and updates thereof (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the requesting party and its
counsel, addressed to the requesting party, covering such matters as are
customarily covered in opinions requested in underwritten offerings and such
other matters as may be reasonably requested by the requesting party or its
counsel;


 


(v)           obtain “comfort” letters and updates
thereof from the independent certified public accountants of the Company (and,
if necessary, any other independent certified public accountants of any
subsidiary of the Company or of any business acquired by the Company for which
financial statements and financial data are, or are required to be, included in
the Registration Statement), addressed to the requesting party, in customary
form and covering matters of the type customarily covered in “comfort” letters
in connection with primary underwritten offerings, or if requested by the
requesting party or its counsel in lieu of a “comfort” letter, an agreed-upon
procedures letter under Statement on Standards for Attestation Engagements Section 201,
covering matters requested by the requesting party or its counsel; and


 


(vi)          deliver such documents and
certificates as may be reasonably requested by the requesting party or its
counsel, including those to evidence compliance with Section 4(j) and
with conditions customarily contained in underwriting agreements.


 


The
foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this Section shall
be performed at the close of the Registered Exchange Offer and the effective
date of any post-effective amendment to the Exchange Offer Registration
Statement.


 


(r)            If a Registered Exchange Offer is to
be consummated, upon delivery of the Securities by Holders to the Company (or
to such other person as directed by the Company) in exchange for the New
Securities, the Company shall mark, or caused to be marked, on the Securities
so exchanged that such Securities are being cancelled in exchange for the New
Securities.  In no event shall the
Securities be marked as paid or otherwise satisfied.


 


(s)           The Company shall use its
commercially reasonable efforts if the Securities have been rated prior to the
initial sale of such Securities, to confirm that a rating (which need not be
the same rating from the relevant ratings agencies) will apply to the
Securities or the New Securities, as the case may be, covered by a Registration
Statement.


 


(t)            In the event that any Broker-Dealer
shall underwrite any Securities or participate as a member of an underwriting
syndicate or selling group or “assist in the distribution” (within the meaning
of FINRA Rules) thereof, whether as a Holder of such Securities or as an
underwriter, a placement or sales agent or a broker or dealer in respect thereof,
or otherwise, the Company will assist such Broker-Dealer in complying with the
requirements of such FINRA Rules, including, without limitation, by (i) if
such FINRA Rules, including Rule 2720, shall so require, engaging a “qualified
independent underwriter” (as defined in Rule 2720) to participate in the
preparation of the Registration Statement relating to such Securities, to
exercise usual standards of due diligence in respect thereto and, if any
portion of the offering contemplated by such Registration Statement is an
underwritten offering or is made through a placement or sales agent, to
recommend the yield of such Securities, (ii) indemnifying any such
qualified


 


14

















 


independent
underwriter to the extent of the indemnification of underwriters provided in Section 6
hereof and (iii) providing such information to such Broker-Dealer as may
be required in order for such Broker-Dealer to comply with the requirements of
FINRA Rules.


 


(u)           The Company shall use its
commercially reasonable efforts to take all other steps necessary to effect the
registration of the Securities or the New Securities, as the case may be,
covered by a Registration Statement.


 


5.             Registration Expenses.  The Company shall bear all expenses incurred
in connection with the performance of its obligations under Sections 2, 3
and 4 hereof (other than any underwriting discounts or commissions) and, in the
event of any Shelf Registration Statement, will reimburse the Holders for the reasonable
fees and disbursements of one firm or counsel (which shall initially be
Sullivan & Cromwell LLP, but which may be another nationally
recognized law firm experienced in securities matters designated by the
Majority Holders) to act as counsel for the Holders in connection therewith,
and, in the case of any Exchange Offer Registration Statement, will reimburse
the Initial Purchasers for the reasonable fees and disbursements of counsel
acting in connection therewith.


 


6.             Indemnification and Contribution.  (a) Each
of the Company and the Guarantors agrees to indemnify and hold harmless each
Holder of Securities or New Securities, as the case may be, covered by any
Registration Statement, (including the Initial Purchasers and, with respect to
any Prospectus delivery as contemplated in Section 4(g) hereof, each
Exchanging Dealer), the directors, officers, employees, Affiliates and agents
of each such Holder and each person who controls any such Holder within the
meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities (including, without limitation, any legal or
other expenses reasonably incurred in connection with defending or
investigating any such action or claim), joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement as originally filed or in
any amendment thereof, or in any preliminary Prospectus, the Prospectus or
Issuer FWP, or in any amendment thereof or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
(in the case of any preliminary Prospectus, the Prospectus or Issuer FWP, in
the light of the circumstances under which they were made) not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by it in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company or the Guarantors will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company and the Guarantors by or on behalf of the
party claiming indemnification specifically for inclusion therein; provided,
further that, with respect to any untrue statement or omission of
material fact made in any Registration Statement, the indemnity agreement
contained in this Section 6(a) shall not inure to the benefit of any
Holder from whom the person asserting any such losses, claims, damages,
liabilities or expenses purchased Securities or New Securities concerned, or
any person


 


15

















 


controlling
such Holders, if a copy of the Prospectus (as then amended or supplements
thereto) was not sent or given by or on behalf of such Holder to such person,
if required by law so to have been delivered, at or prior to the written
confirmation of the sale of the Securities or the New Securities to such
person, and if the Prospectus (as so amended or supplemented) would have cured
the defect giving rise to such losses, claims, damages, liabilities or
expenses, unless such failure is the result of noncompliance by the Company or
the Guarantors with Section 4(d)-(g) hereof.  This indemnity agreement shall be in addition
to any liability that the Company or the Guarantors may otherwise have.


 


Each of the Company and the Guarantors also agree to
indemnify as provided in this Section 6(a) or contribute as provided
in Section 6(d) hereof to Losses of each underwriter, if any, of
Securities or New Securities, as the case may be, registered under a Shelf
Registration Statement, their directors, officers, employees, Affiliates or
agents and each person who controls such underwriter on substantially the same
basis as that of the indemnification of the Initial Purchasers and the selling
Holders provided in this Section 6(a) and shall, if requested by any
Holder, enter into an underwriting agreement reflecting such agreement, as
provided in Section 4(o) hereof.


 


(b)           Each Holder of Securities or New
Securities covered by a Registration Statement (including each Initial
Purchaser that is a Holder, in such capacity and, with respect to any
Prospectus delivery as contemplated in Section 4(g) hereof, each
Exchanging Dealer) severally and not jointly agrees to indemnify and hold
harmless the Company, the Guarantors and each of their respective directors,
each of its officers who signs such Registration Statement and each person who
controls the Company or the Guarantors within the meaning of either the Act or
the Exchange Act, to the same extent as the foregoing indemnity from the
Company and the Guarantors to each such Holder, but only with reference to
written information relating to such Holder furnished to the Company by or on
behalf of such Holder specifically for inclusion in the documents referred to
in the foregoing indemnity.  This indemnity agreement will be in
addition to any liability that any such Holder may otherwise have.


 


(c)           Promptly after receipt by an indemnified party under
this Section 6 or notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section, notify the indemnifying party in
writing of the commencement thereof; but the failure so to notify the
indemnifying party (i) will not relieve it from liability under
paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by
the indemnifying party of substantial rights and defenses; and (ii) will
not, in any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in paragraph (a) or
(b) above.  The indemnifying party
shall be entitled to appoint counsel (including local counsel) of the
indemnifying party’s choice at the indemnifying party’s expense to represent
the indemnified party in any action for which indemnification is sought (in
which case the indemnifying party shall not thereafter be responsible for the
fees and expenses of any separate counsel, other than local counsel if not
appointed by the indemnifying party, retained by the indemnified party or
parties except as set forth below); provided, however, that such
counsel shall be satisfactory to the indemnified party.  Notwithstanding the indemnifying party’s
election to appoint counsel (including local counsel) to represent the
indemnified party in an action, the indemnified party shall have the right to
employ separate counsel (including local counsel), and


 


16

















 


the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying
party to represent the indemnified party would present such counsel with a
conflict of interest; (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties that are different from or additional to those available to the
indemnifying party; (iii) 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 the institution of such action;
or (iv) the indemnifying party shall authorize the indemnified party to
employ separate counsel at the expense of the indemnifying party.  An indemnifying party will not, without the
prior written consent of the indemnified parties (which consent will not be
unreasonably withheld or delayed), settle or compromise or consent to the entry
of any judgment with respect to any pending or threatened claim, action, suit
or proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.  The indemnifying party 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 from and
against any loss or liability by reason of such settlement or judgment.


 


(d)           In the event that the indemnity provided in
paragraph (a) or (b) of this Section is unavailable to or
insufficient to hold harmless an indemnified party for any reason for the
losses, claims, damages or liabilities referred to therein, then each
applicable indemnifying party shall have a joint and several obligation to
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending any loss, claim, liability, damage or action) (collectively “Losses”)
to which such indemnified party may be subject in such proportion as is
appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
provided, however, that in no case shall any Initial Purchaser be
responsible, in the aggregate, for any amount in excess of the purchase
discount or commission applicable to such Security, or in the case of a New
Security, applicable to the Security that was exchangeable into such New
Security, as set forth in the Purchase Agreement, nor shall any underwriter be
responsible for any amount in excess of the underwriting discount or commission
applicable to the securities purchased by such underwriter under the
Registration Statement which resulted in such Losses.  If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the indemnifying party and the
indemnified party shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations.  Benefits received by the Company and the
Guarantors shall be deemed to be equal to the total net proceeds from the
Initial Placement (before deducting expenses) as set forth in the Final
Memorandum.  Benefits received by the
Initial Purchasers shall be deemed to be equal to the total purchase discounts
and commissions as set forth in the Purchase Agreement, and benefits received
by any other Holders shall be deemed to be equal to 


 


17

















 


the
value of receiving Securities or New Securities, as applicable, registered under
the Act.  Benefits received by any
underwriter shall be deemed to be equal to the total underwriting discounts and
commissions, as set forth on the cover page of the Prospectus forming a
part of the Registration Statement which resulted in such Losses.  Relative fault shall be determined by
reference to, among other things, whether any untrue or any alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact relates to information provided by the indemnifying party, on the
one hand, or by the indemnified party, on the other hand, the intent of the
parties and their relative knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission.  The parties agree that it would not be just
and equitable if contribution were determined by pro rata allocation (even if
the Holders were treated as one entity for such purpose) or any other method of
allocation which does not take account of the equitable considerations referred
to above.  Notwithstanding the provisions
of this paragraph (d), no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.  For purposes of this
Section, each person who controls a Holder within the meaning of either the Act
or the Exchange Act and each director, officer, employee and agent of such
Holder shall have the same rights to contribution as such Holder, and each person
who controls the Company or a Guarantor within the meaning of either the Act or
the Exchange Act, each officer of the Company and the Guarantors who shall have
signed the Registration Statement and each director of the Company and the
Guarantors shall have the same rights to contribution as the Company and the
Guarantors, subject in each case to the applicable terms and conditions of this
paragraph (d).


 


(e)           The provisions of this Section will
remain in full force and effect, regardless of any investigation made by or on
behalf of any Holder or the Company or any of the indemnified persons referred
to in this Section 6, and will survive the sale by a Holder of securities
covered by a Registration Statement.


 


7.             Underwritten Registrations.  (a) If any of the Securities or New
Securities, as the case may be, covered by any Shelf Registration Statement are
to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders and shall be reasonably acceptable to the Company.


 


(b)           No person may participate in any
underwritten offering pursuant to any Shelf Registration Statement, unless such
person (i) agrees to sell such person’s Securities or New Securities, as
the case may be, on the basis reasonably provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements; and (ii) completes and executes all questionnaires, powers
of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.


 


8.             Registration
Defaults.  If:


 


(a)           on or prior to the 180th day
following the date of original issuance of the Securities, neither the Exchange
Offer Registration Statement nor the Shelf Registration Statement has been
filed with the Commission; or


 


18
















 


(b)                                 on or prior to the 240th day following
the date of original issuance of the Securities, neither the Exchange Offer
Registration Statement nor the Shelf Registration Statement has been declared
effective; or


 


(c)                                  on or prior to the 45th business day after
the Exchange Offer Registration Statement is declared effective, the Registered
Exchange Offer has not been consummated; or


 


(d)                                 after either the Exchange Offer
Registration Statement or the Shelf Registration Statement has been declared
effective, such Registration Statement thereafter ceases to be effective or
usable (subject to the exceptions contained in this Agreement) in connection
with resales of the Securities or New Securities in accordance with and during
the periods specified in this Agreement;


 


(each such event referred to in clauses (a) through (d), a “Registration
Default”), the Company shall pay liquidated damages (“Registration Default
Damages”) to the Holders of the Securities or New Securities, as the case may
be.  Registration Default Damages shall
accrue at a rate of 0.25% per annum for the first 90 days from and
including the date of a Registration Default (which rate shall be increased by
an additional 0.25% per annum for each subsequent 90-day period that such
Registration Default Damages continue to accrue, provided that the rate
of such Registration Default Damages may in no event exceed 1.00% per
annum) until all such Registration Defaults have been cured; provided, however,
that (1) upon the filing of the Registration Statement (in the case of
paragraph (a) above), (2) upon the effectiveness of the Registration
Statement (in the case of paragraph (b) above), (3) upon the
consummation of the Registered Exchange Offer (in the case of paragraph (c) above),
or (4) upon the effectiveness of the Registration Statement which had
ceased to remain effective (in the case of paragraph (d) above),
Registration Default Damages shall cease to accrue, but only if all Registration Defaults have been cured.  Notwithstanding any provision herein to the
contrary, the amount of Registration Default Damages shall not increase because
more than one of the circumstances described in Section 8(a)-(d) has
occurred and is pending.


 


9.                                       No Inconsistent Agreements. 
The Company has not entered into, and agrees not to enter into, any
agreement with respect to the Securities or the New Securities that is
inconsistent with the rights granted to the Holders herein or that otherwise
conflicts with the provisions hereof.


 


10.                                 Amendments and Waivers. 
The provisions of this Agreement may not be amended, qualified, modified
or supplemented, and waivers or consents to departures from the provisions
hereof may not be given, unless the Company has obtained the written consent of
the Holders of a majority of the aggregate principal amount of the Registrable
Securities outstanding; provided 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
against which such amendment, qualification, supplement, waiver or consent is
to be effective.  Notwithstanding the
foregoing (except the foregoing provisos), a waiver or consent to departure
from the provisions hereof with respect to a matter that relates exclusively to
the rights of Holders whose Securities or New Securities, as the case may be,
are being sold pursuant to a Registration Statement and that does not directly
or indirectly affect the rights of


 


19

















 


other Holders may
be given by the Majority Holders, determined on the basis of Securities or New
Securities, as the case may be, being sold rather than registered under such
Registration Statement.


 


11.                                 Notices.  All notices
and other communications provided for or permitted hereunder shall be made in
writing by hand-delivery, first-class mail, telex, telecopier or air courier
guaranteeing overnight delivery:


 


(a)                                  if to a Holder, at the most current
address given by such holder to the Company in accordance with the provisions
of this Section 11, which address initially is, with respect to each
Holder, the address of such Holder maintained by the Registrar under the
Indenture;


 


(b)                                 if to the Representatives, initially at
the address or addresses set forth in the Purchase Agreement; and


 


(c)                                  if to the Company, initially at its
address set forth in the Purchase Agreement.


 


All such notices and communications shall be deemed
to have been duly given when received.


 


The
Initial Purchasers or the Company by notice to the other parties may designate
additional or different addresses for subsequent notices or communications.


 


12.                                 Remedies.  Each Holder,
in addition to being entitled to exercise all rights provided to it herein, in
the Indenture or in the Purchase Agreement or granted by law, including
recovery of liquidated or other damages, will be entitled to specific
performance of its rights under this Agreement. 
The Company 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 in any action for
specific performance the defense that a remedy at law would be adequate.  Notwithstanding the
foregoing, the Registration Default Damages are intended to constitute the sole
monetary damages that a Holder may collect as a result of the occurrence of any
of the conditions described in Sections 8(a) — (d) and any
obligations that result in any such condition, other than the costs and
expenses associated with enforcing their rights thereunder.


 


13.                                 Successors.  This
Agreement shall inure to the benefit of and be binding upon the parties hereto,
their respective successors and assigns, including, without the need for an
express assignment or any consent by the Company thereto, subsequent Holders of
Securities and the New Securities, and the indemnified persons referred to in Section 6
hereof.  The Company hereby agrees to
extend the benefits of this Agreement to any Holder of Securities and the New Securities,
and any such Holder may specifically enforce the provisions of this Agreement
as if an original party hereto.


 


14.                                 Counterparts. 
This Agreement may be signed in one or more counterparts, each of which
shall constitute an original and all of which together shall constitute one and
the same agreement.


 


20

















 


15.                                 Headings.  The section
headings used herein are for convenience only and shall not affect the
construction hereof.


 


16.                                 Applicable Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed
in the State of New York.  The parties
hereto each hereby waive any right to trial by jury in any action, proceeding
or counterclaim arising out of or relating to this Agreement.


 


17.                                 Severability. 
In the event that any one of more of the provisions contained herein, or
the application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.


 


18.                                 Securities Held by the Company, etc. 
Whenever the consent or approval of Holders of a specified percentage of
principal amount of Securities or New Securities is required hereunder,
Securities or New Securities, as applicable, held by the Company or its
Affiliates (other than subsequent Holders of Securities or New Securities if
such subsequent Holders are deemed to be Affiliates solely by reason of their
holdings of such Securities or New Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.


 


21

















 


If the foregoing is in accordance with your understanding
of our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
between the Company, the Guarantors and the several Initial Purchasers.


 


	
   

  	
  Very truly yours,

  
	
   

  	
  TALECRIS
  BIOTHERAPEUTICS HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lawrence Stern

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  TALECRIS
  BIOTHERAPEUTICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lawrence Stern

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  TALECRIS PLASMA
  RESOURCES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lawrence Stern

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


The foregoing Agreement is hereby confirmed and

accepted as of the date first above written.


 


Morgan Stanley & Co. Incorporated

Citigroup Global Markets Inc.

Goldman, Sachs & Co.

Wells Fargo Securities, LLC


 


For themselves and the other several Initial Purchasers 

named in Schedule I to the Purchase Agreement.


 


	
  By:

  	
  Morgan
  Stanley & Co. Incorporated

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Peter Zippelius

  	
   

  
	
   

  	
  Name: Peter Zippelius

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  



 


[Signature Page to
Registration Rights Agreement]


 
















 


ANNEX A


 


Each broker-dealer that receives new securities for
its own account pursuant to the Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such new securities.  The Letter of Transmittal states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an “underwriter” within the meaning of the Act.  This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of new securities received in exchange for securities where such
securities were acquired by such broker-dealer as a result of market-making
activities or other trading activities. 
The company has agreed that, starting on the expiration date and ending
on the earlier of (i) the 90th day following
the expiration date (or such longer period extended on a day-for-day basis if
the company restricts the use of the prospectus during such period) and (ii) such
time as no broker-dealer holds any new securities resale of which requires
compliance with the prospectus delivery requirements of the Act, it will make
this prospectus available to any broker-dealer for use in connection with any
such resale. See “Plan of Distribution”.


 


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ANNEX B


 


Each broker-dealer that receives new securities for
its own account in exchange for securities, where such securities were acquired
by such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such new securities. 
See “Plan of Distribution”.


 


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ANNEX C

PLAN OF DISTRIBUTION


 


Each broker-dealer that receives new securities for
its own account pursuant to the Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such new securities.  This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of new securities received in exchange for securities where such
securities were acquired as a result of market-making activities or other
trading activities.  The company has
agreed that, starting on the expiration date and ending on the earlier of (i) the
90th day following the expiration date (or such
longer period extended on a day-for-day basis if the company restricts the use
of the prospectus during such period) and (ii) such time as no
broker-dealer holds any new securities resale of which requires compliance with
the prospectus delivery requirements of the Act (such period, “Exchange Offer
Registration Period”), it will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any
such resale.  In addition, until                     ,
                    ,
all dealers effecting transactions in the new securities may be required to
deliver a prospectus.


 


The
company will not receive any proceeds from any sale of new securities by
brokers-dealers.  New securities received
by broker-dealers for their own account pursuant to the Exchange Offer may be
sold from time to time in one or more transactions in the over-the-counter
market, in negotiated transactions, through the writing of options on the new
securities or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or negotiated prices.  Any such
resale may be made directly to purchasers or to or through brokers or dealers
who may receive compensation in the form of commissions or concessions from any
such broker-dealer and/or the purchasers of any such new securities.  Any broker-dealer that resells new securities
that were received by it for its own account pursuant to the Exchange Offer and
any broker or dealer that participates in a distribution of such new securities
may be deemed to be an “underwriter” within the meaning of the Act and any
profit of any such resale of new securities and any commissions or concessions
received by any such persons may be deemed to be underwriting compensation
under the Act.  The Letter of Transmittal
states that by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Act.


 


During
the Exchange Offer Registration Period, the company will promptly send additional copies of
this prospectus and any amendment or supplement to this prospectus to any
broker-dealer that requests such documents in the Letter of Transmittal.  The company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
holder of the securities) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Act.


 


[If applicable, add information required by Regulation
S-K Items 507 and/or 508.]


 


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ANNEX D


 


Rider A


 


PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER
AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.


 


	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Rider B


 


If the undersigned is not a Broker-Dealer, the undersigned represents
that it acquired the New Securities in the ordinary course of its business, it
is not engaged in, and does not intend to engage in, a distribution of New
Securities and it has no arrangements or understandings with any person to
participate in a distribution of the New Securities.  If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchange for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an “underwriter”
within the meaning of the Act.


 


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SCHEDULE A


 


Guarantors:


 


TALECRIS BIOTHERAPEUTICS, INC.


 


TALECRIS PLASMA RESOURCES INC.


 


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