EXHIBIT 4.7

 REGISTRATION RIGHTS AGREEMENT

 Dated as of June 10, 2005 by

  and among

      Tekni-Plex, Inc.

  The Guarantors named herein

and

 Citigroup Global Markets Inc.

  Lehman Brothers Inc.
















      This Registration Rights Agreement
      (this “Agreement”) is made and entered into as of June 10, 2005, by and among Tekni-Plex,
      Inc., a Delaware corporation (the “Company”), each of the subsidiaries of the Company
      listed on the signature pages hereto (the “Guarantors”), Citigroup Global Markets Inc.
      and Lehman Brothers Inc. (each an “Initial Purchaser” and, collectively, the “Initial
      Purchasers”), each of whom has agreed to purchase the Company’s 10 7/8 % Senior Secured
      Notes due 2012 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below). 

      This Agreement is made pursuant to
      the Purchase Agreement, dated June 7, 2005 (the “Purchase Agreement”), by and among the
      Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to
      purchase the Initial Notes, the Company has agreed to provide the registration rights set forth
      in this Agreement. The execution and delivery of this Agreement is a condition to the obligations
      of the Initial Purchasers set forth in Section 6(l) of the Purchase Agreement. Capitalized terms
      used herein and not otherwise defined shall have the meaning assigned to them in the indenture,
      dated as of June 10, 2005 (the “Indenture”), by and among the Company, the Guarantors
      and HSBC Bank USA, National Association, as Trustee, relating to the Exchange Notes (as described
      below). 

      The parties hereby agree as follows:

 SECTION 1. DEFINITIONS

      As used in this Agreement, the following
      capitalized terms shall have the following meanings:

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

      “Affiliate”:
      As defined in Rule 144. 

      “Affiliated Market Maker”:
      A Broker-Dealer or one of its Affiliates who is deemed to be an Affiliate of the Company and intends
      to make a market in the Exchange Notes. 

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

  

     “Certificated Securities”:
Definitive Notes, as defined in the Indenture. 

  

     “Closing Date”:
The date hereof.

  

     “Commission”: The Securities
and Exchange Commission. 

      “Consummate”:
      An Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the
      occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration
      Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b) the keeping of
      the Exchange Offer open for a period not less than the period required pursuant to Section 3(b)
      hereof and (c) the delivery by the Company to the Registrar under the Indenture of Exchange Notes
      in the same aggregate principal amount as the aggregate principal amount of Initial Notes validly
      tendered and not withdrawn by Holders (as defined below) thereof pursuant to the Exchange Offer. 
















      “Consummation Date”:
  The date on which the Exchange Offer is Consummated. 

  

     “Consummation Deadline”:
As defined in Section 3(b) hereof. 

  

     “Effectiveness Deadline”:
As defined in Sections 3(a) and 4(a) hereof. 

  

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

      “Exchange Notes”:
      The Company’s 10 7/8 % Senior Secured Notes due 2012 to be issued pursuant to the Indenture:
      (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof. 

      “Exchange Offer”:
      The exchange and issuance by the Company of a principal amount of Exchange Notes (which shall be
      registered pursuant to the Exchange Offer Registration Statement) equal to the aggregate principal
      amount of Initial Notes that are validly tendered and not withdrawn by in connection with such
      exchange and issuance. 

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

      “Exempt Resales”:
      The transactions in which the Initial Purchasers propose to sell the Initial Notes to certain “qualified
      institutional buyers,” as such term is defined in Rule 144A under the Act and pursuant to
      Regulation S under the Act. 

      “Filing Deadline”:
  As defined in Sections 3(a) and 4(a) hereof. 

  

     “Holders”:
As defined in Section 2 hereof. 

  

     “Notes”:
The Initial Notes and the Exchange Notes together. 

      “Prospectus”:
      The prospectus included in a Registration Statement at the time such Registration Statement is
      declared effective, as amended or supplemented by any prospectus supplement and by all other amendments
      thereto, including post-effective amendments, and all material incorporated by reference into such
      prospectus. 

      “Recommencement Date”:
      As defined in Section 6(d) hereof. 

      “Registration
          Default”: As defined in Section
          5 hereof. 

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

      “Regulation S”:
      Regulation S promulgated under the Act. 

      “Rule 144”:
      Rule 144 promulgated under the Act. 
















      “Shelf Registration Statement”:
      As defined in Section 4 hereof. 

      “Suspension Notice”:
      As defined in Section 6(d) hereof. 

      “TIA”: The
      Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb), as in effect on the date of the Indenture. 

      Transfer Restricted Securities: Each
      Initial Note, until the earliest to occur of (i) the date on which such Initial Note is exchanged
      in the Exchange Offer for an Exchange Note, (ii) the date on which such Initial Note has been disposed
      of in accordance with a Shelf Registration Statement (and the purchasers thereof have been issued
      Exchange Notes), (iii) the date on which such Initial Note is distributed to the public pursuant
      to Rule 144 under the Act or (iv) following the exchange by a Broker-Dealer in the Exchange Offer
      of an Initial Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser
      who receives from such Broker-Dealer on or prior to the date of such sale a copy of the Prospectus
      contained in the Exchange Offer Registration Statement. 

 SECTION 2. HOLDERS

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

 SECTION 3. REGISTERED EXCHANGE
        OFFER 

      (a)      Unless
    the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the
    procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors
    shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly
    as practicable after the Closing Date, but in no event later than 90 days after the Closing Date
    (such 90th day, the “Filing Deadline”),
    (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement
    to become effective as promptly as practicable, but in no event later than 180 days after the Closing
    Date (such 180th day, the “Effectiveness Deadline”), (iii) in connection
    with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement
    as may be necessary in order to cause it to become effective and (B) subject to the proviso in Section
    6(c)(xii) hereof cause all necessary filings, if any, in connection with the registration and qualification
    of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to
    permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer
    Registration Statement, commence, within the time periods contemplated by Section 3(b) hereof, and
    Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i)
    registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer
    Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the
    Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of
    its market making activities or other trading activities (other than Initial Notes acquired directly
    from the Company or any of its Affiliates) as contemplated by Section 3(c) below. 

      (b)      The
    Company and the Guarantors shall use their respective commercially reasonable efforts to cause the
    Exchange Offer Registration Statement to be effective continu-
















 ously, and shall keep the Exchange Offer open for a period of not less
    than the minimum period required under applicable federal and state securities laws to Consummate
    the Exchange Offer; provided, however, that in no event shall such period
    be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply
    with all applicable federal and state securities laws. No securities other than the Exchange Notes
    (and the Guarantees thereof) shall be included in the Exchange Offer Registration Statement. The
    Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer
    to be Consummated within 30 Business Days after the Exchange Offer Registration Statement has become
    effective, but in no event later than 40 Business Days thereafter (such 40th day being the “Consummation
    Deadline”). 

      (c)      The
    Company shall include a “Plan of Distribution” section in the Prospectus contained in the
    Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer
    Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making
    activities or other trading activities (other than Initial Notes acquired directly from the Company
    or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the
    Exchange Offer. Such “Plan of Distribution” section shall also contain all other information
    with respect to such sales by such Broker-Dealers that the Commission may require in order to permit
    such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer
    or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to
    the extent required by the Commission. 

      Because such Broker-Dealer may be
      deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver
      a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange
      Notes received by such Broker-Dealer in the Exchange Offer, the Company and the Guarantors shall
      permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such
      Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure
      that the Prospectus contained in the Exchange Offer Registration Statement is available for sales
      of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use their respective
      reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective,
      supplemented, amended and current as required by and subject to the provisions of Sections 6(a)
      and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies,
      rules and regulations of the Commission as announced from time to time, for a period of 180 days
      from the Consummation Date or such shorter period as will terminate when no Transfer Restricted
      Securities are outstanding. The Company and the Guarantors shall provide sufficient copies of the
      latest version of such Prospectus to such Broker-Dealers, promptly upon request, at any time during
      such period. 

 SECTION 4. SHELF REGISTRATION

      (a)     If
    (i) the Exchange Offer is not permitted by applicable law or Commission Policy (after the Company
    and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or (ii)
    if any Holder of Transfer Restricted Securities shall notify the Company within 20 Business Days
    following the Consummation Deadline that (A) such Holder was prohibited by law or Commission policy
    from participating in the Exchange Offer or (B) 
















 such Holder may not resell the Exchange Notes acquired by it in the Exchange
    Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange
    Offer Registration Statement is not appropriate or available for such resales by such Holder or (C)
    such Holder is a Broker-Dealer and owns Initial Notes acquired directly from the Company or any of
    its Affiliates, the obligation of the Company to file a Shelf Registration Statement (as defined
    below) shall arise on the earlier of (i) the date on which the Company determines that the Exchange
    Offer Registration Statement cannot be filed as a result of Section 4a(i) hereof or (ii) the date
    on which the Company receives the notice specified in Section 4a(ii) hereof, and the Company and
    the Guarantors shall use all commercially reasonable efforts to: 

	 	     (x)     cause
          to be filed (i) on or prior to 90 days after the Closing Date, if such filing obligation arises
          on or prior to 30 days after the Closing Date or (ii) on or prior to 60 days after such filing
          obligation arises if such filing obligation arises after 30 days after the Closing Date (such
          90th day or such 60th day, as applicable in each case, the “Filing Deadline”),
          a shelf registration statement (the “Shelf Registration Statement”)
          pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration
          Statement) relating to all Transfer Restricted Securities. 
	 	 
	 	      (y)     cause
          such Shelf Registration Statement to become effective on or prior to 120 days after the obligation
          of the Company to file a Shelf Registration Statement arises (such 120th day, the “Effectiveness
          Deadline”) (clauses (x) and (y) together, the “Shelf Registration”). 
	 	 
	     If, after the Company
          has filed an Exchange Offer Registration Statement that satisfies the requirements of Section
          3(a) above, the Company is required to file and make effective
          a Shelf
          Registration Statementsolely because the Exchange
          Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing
          of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of
          clause (x) above; providedthat,
          in such event, the Company shall remain obligated to meet the Effectiveness Deadline set forth
          in clause (y). 
	 
	     To the extent necessary
          to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted
          Securities by the Holders thereof entitled to the benefit
          of this Section
          4(a)and the other securities required to be registered
          therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their
          respective reasonable best efforts to keep any Shelf Registration Statement required by this
          Section 4(a) continuously effective, supplemented, amended and current as required by and subject
          to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of
          this Agreement, the Act and the policies, rules and regulations of the Commission as announced
          from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i))
          following the Closing Date, or such shorter period as will terminate when all Transfer Restricted
          Securities covered by such Shelf Registration Statement have been sold pursuant thereto.
	 
	      (b)     No
        Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities
        in any Shelf Registration Statement pursuant to this Agreement unless and until such
        Holder furnishes to the Company in writing, within 20 days after receipt of a request therefor,
        the information specified in Item 507 or 508 of Regulation S-K, as applicable, of 



















 the Act for use in connection with any Shelf Registration Statement or
    Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities
    shall be entitled to liquidated damages pursuant to Section 5 hereof unless and until such Holder
    shall have provided all such information. Each selling Holder agrees to promptly furnish additional
    information required to be disclosed in order to make the information previously furnished to the
    Company by such Holder not materially misleading. 

	     (c)     If
        all holders of Transfer Restricted Securities (other than any Broker-Dealer that is an Affiliate
        of the Company) do not give the written notice within the 20 Business Day  period
        set forth in Section 4(a)(ii) hereof, if required to be given, then no Holders will have any
        registration rights pursuant to this Section 4 and no Holders will be entitled to any liquidated
        damages pursuant to Section 5 hereof in respect of the Company’s obligations with respect
        to the Shelf Registration Statement. Notwithstanding the foregoing, no Broker-Dealer that is
        an Affiliate of the Company shall be required to give such written notice in order to maintain
        its registration rights pursuant to this Section 4. Holders of Transfer Restricted Securities
        that do not give the written notice within the 20 Business Day period set forth in Section 4(a)(ii)
        hereof, if required to be given, will not be entitled to any liquidated damages pursuant to Section
        5 hereof in respect of the Company’s obligations with respect to the Shelf Registration
        Statement unless they provide written notice upon the earlier of (i) at least 24 hours prior
        to the filing of the Shelf Registration Statement and (ii) the Filing Deadline referred to in
        Section 4(a)(ii)(x). 


 SECTION 5. LIQUIDATED DAMAGES

	     If (i) any Registration Statement
          required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline,
          (ii) any such Registration Statement has not been
          declared effective by the Commission on or prior to the applicable Effectiveness Deadline,
          (iii) the Exchange Offer (if required) has not been Consummated on or prior to the Consummation
          Deadline or (iv) any Shelf Registration Statement required by this Agreement is filed and declared
          effective but shall thereafter cease to be effective or fail to be usable for its intended
          purpose during the period it is required to be effective pursuant to the terms hereof without
          being succeeded immediately by a post-effective amendment to such Registration Statement that
          cures such failure and that is itself declared effective immediately, subject to the Suspension
          Rights discussed in this Section 5 below (each such event referred to in clauses (i) through
          (iv), a “Registration Default”),
          then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder
          of Transfer Restricted Securities affected thereby liquidated damages in an amount equal to
          0.25% per annum of the principal amount of Transfer Restricted Securities held by such Holder
          for the first 90-day period immediately following the occurrence of such Registration Default.
          The amount of the liquidated damages shall increase by an additional 0.25% per annum of the
          principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period
          until all Registration Defaults have been cured, up to a maximum amount of liquidated damages
          of 1.00% per annum of the principal amount of Transfer Restricted Securities held by such Holder; provided that
          the Company and the Guarantors shall in no event be required to pay liquidated damages for
          more than one Registration Default at any given time. Notwithstanding anything to the contrary
          set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if
          applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness
          of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration
          Statement), in the case of (ii) above, (3) upon Con-

















 summation of the Exchange Offer, in the case of (iii) above, (4) upon
    the filing of a post-effective amendment to the Registration Statement or an additional Registration
    Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
    Registration Statement) to again be declared effective or made usable in the case of (iv) above,
    or (5) if sooner, upon the first date on which no Transfer Restricted Securities remain outstanding,
    in the case of clauses (i) through (iv) above, the liquidated damages payable with respect to the
    Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable,
    shall cease. Upon both the occurrence of a Registration Default and any subsequent cure thereof,
    the Company shall promptly notify the Trustee pursuant to the notification provisions contained in
    the Indenture. 

      All accrued liquidated damages shall
      be paid to the Holders entitled thereto, in the manner provided for the payment of interest in
      the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the
      Notes. Notwithstanding the fact that any securities for which liquidated damages are due cease
      to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay
      liquidated damages with respect to securities that accrued prior to the time such securities ceased
      to be Transfer Restricted Securities shall survive until such time as such obligations with respect
      to such securities shall have been satisfied in full.

      The Company shall be permitted the
      suspend the use of the Prospectus (“Suspension Rights”) in connection with a Shelf Registration
      Statement for one or more periods not to exceed 45 days in any twelve-month period if the Company
      determines that the continued effectiveness and/or use of the Shelf Registration Statement would
      require the disclosure of confidential information or interfere with any financing, acquisition,
      reorganization or other material transaction involving the Company or any of its Affiliates. A
      suspension period shall commence on the date that the Company gives notice thereof (which notice
      need not explain the basis for such suspension) and continue until Holders of Transfer Restricted
      Securities are advised in writing by the Company that use of the Shelf Registration Statement may
      be permitted. 

 SECTION 6. REGISTRATION PROCEDURES 

      (a)      Exchange
        Offer Registration Statement. In connection with the Exchange Offer,
        the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c)
        below, (y) use their respective reasonable best efforts to effect such exchange and to permit
        the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offer Initial Notes
        that such Broker-Dealer acquired for its own account as a result of its market making activities
        or other trading activities (other than Initial Notes acquired directly from the Company or any
        of its Affiliates) being sold in accordance with the intended method or methods of distribution
        thereof, and (z) comply with all of the following provisions: 

	 	      (i)     If,
            following the date hereof there has been announced a change in Commission policy
            with respect to exchange offers, such as the Exchange Offer, that, in the written opinion
            of counsel to the Company raises a substantial question as to whether the Exchange Offer
            is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek
            a no-action letter or other favorable decision from the Commission allowing the Company and
            the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The
            Company and the Guarantors hereby agree to use




















	 	 their respective reasonable best efforts to
        pursue the issuance of such a decision to the Commission staff
        level. 
	  
	      (ii)     As
            a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted
            Securities (including, without limitation, any Holder who is a Broker Dealer) shall furnish,
            upon the request of the Company, prior to the Consummation of the Exchange Offer, a written
            representation to the Company and the Guarantors (which may be contained in the letter of
            transmittal contemplated by the Exchange Offer Registration Statement) to the effect that
            (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend
            to engage in, and has no arrangement or understanding with any person to participate in,
            a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is
            acquiring the Exchange Notes in its ordinary course of business. As a condition to its
            participation in the Exchange Offer each Holder using the Exchange Offer to participate
            in a distribution of the Exchange Notes shall acknowledge for Initial Notes acquired directly
            from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in
            effect on the date of this Agreement, rely on the position of the Commission enunciated
            in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation
            (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling
            dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action
            letter obtained pursuant to clause (i) above), and (2) must comply with the registration
            and prospectus delivery requirements of the Act in connection with a secondary resale transaction
            and that such a secondary resale transaction 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.

	  
	      (iii)     Prior
        to effectiveness of the Exchange Offer Registration Statement, the Company
        and the Guarantors shall provide a supplemental letter to the Commission (A) stating
        that the Company and the Guarantors are registering the Exchange Offer in reliance
        on the position of the Commission enunciated in Exxon Capital Holdings Corporation
        (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as interpreted
        in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable,
        any no-action letter obtained pursuant to clause (i) above, (B) including a repesentation
        that neither the Company nor any Guarantor has entered into any arrangement or
        understanding with any Person to distribute the Exchange Notes to be received in the Exchange
        Offer and that, to the best of the Company’s and each Guarantor’s information and
        belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes
        in its ordinary course of business and has no arrangement or understanding with any
        Person to participate in the distribution of the Exchange Notes received in the Exchange
        Offer and (C) any other undertaking or representation required by the Commission
        as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable. 
	 	 
	 	      (b)     Shelf
            Registration Statement. In connection with the Shelf Registration Statement, the Company
            and the Guarantors shall





 














	 	      (i)     comply
          with all the provisions of Section 6(c) below and use their respective reasonable best efforts
          to effect such registration to permit the sale of the Transfer Restricted Securities being
          sold in accordance with the intended method or methods of distribution thereof (as indicated
          in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant
          thereto the Company and the Guarantors will prepare and file with the Commission a Registration
          Statement relating to the registration on any appropriate form under the Act, which form shall
          be available for the sale of the Transfer Restricted Securities in accordance with the intended
          method or methods of distribution thereof within the time periods and otherwise in accordance
          with the provisions hereof, and 





	 	     (ii)     issue,
          upon the request of any Holder or purchaser of Initial Notes covered by any Shelf Registration
          Statement contemplated by this Agreement, Exchange Notes
          having an aggregate principal amount equal to the aggregate principal amount of Initial Notes
          sold pursuant to the Shelf Registration Statement and surrendered to the Company for cancellation;
          the Company shall register Exchange Notes on the Shelf Registration Statement for this purpose
          and issue the Exchange Notes to the purchaser(s) of securities subject to the Shelf Registration
          Statement in the names as such purchaser(s) shall designate. 


      (c)      General
        Provisions. In connection with any Registration Statement and any
        related Prospectus required by this Agreement, the Company and the Guarantors shall, during the
        periods specified in Sections 3 and 4, as applicable: 

	 	     (i)      use
        their respective reasonable best efforts to keep such Registration Statement continuously effective
        and provide all requisite financial statements for the period specified in Section 3 or 4 of
        this Agreement, as applicable. Upon the occurrence of any event that would cause any such Registration
        Statement or the Prospectus contained therein (A) to contain an untrue statement of material
        fact or omit to state any material fact necessary to make the statements therein, in the light
        of the circumstances under which they were made, not misleading or (B) not to be effective and
        usable for resale of Transfer Restricted Securities during the period required by this Agreement,
        the Company and the Guarantors shall file promptly an appropriate amendment to such Registration
        Statement or a supplement to the Prospectus, as applicable, curing such defect, and, in the case
        of an amendment, use their respective reasonable best efforts to cause such amendment to be declared
        effective as soon as practicable; 





	 	      (ii)      prepare
        and file with the Commission such amendments and post-effective amendments to the applicable
        Registration Statement as may be necessary to keep such Registration Statement effective for
        the applicable period set forth in Section 3 or 4 hereof, as the case may be subject to the Suspension
        Rights; cause the Prospectus to be supplemented by any required Prospectus supplement, and as
        so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with Rules
        424, 430A and 462, as applicable, under the Act in a timely manner; and comply with the provisions
        of the Act with respect to the disposition of all securities covered by such Registration Statement
        during the applicable period in accordance with the intended method or methods of 

















 distribution by the sellers thereof set forth in such Registration Statement
    or supplement to the Prospectus; 

      (iii)     advise
    (a) each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement
    (in the case of the Shelf Registration Statement) (b) each Holder who has provided notice to the
    Company and (c) any Affiliated Market Maker promptly and, if requested by such Person, confirm such
    advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment
    has been filed, and, with respect to any applicable Registration Statement or any post-effective
    amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments
    to the Registration Statement or amendments or supplements to the Prospectus or for additional information
    relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness
    of the Registration Statement under the Act or of the suspension by any state securities commission
    of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction,
    or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any
    fact or the happening of any event that makes any statement of a material fact made in the Registration
    Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference
    therein untrue, or that requires the making of any additions to or changes in the Registration Statement
    in order to make the statements therein not misleading, or that requires the making of any additions
    to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances
    under which they were made, not misleading. If at any time the Commission shall issue any stop order
    suspending the effectiveness of the Registration Statement, or any state securities commission or
    other regulatory authority shall issue an order suspending the qualification or exemption from qualification
    of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company and the
    Guarantors shall use their respective best efforts to obtain the withdrawal or lifting of such order
    at the earliest possible time, subject to the Suspension Rights in which case the Company and the
    Guarantors shall use their respective reasonable best efforts to obtain the withdrawal or lifting
    of such order at the end of the suspension period related to such Suspension Rights or at the earliest
    possible time thereafter; 

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

      (v)     furnish
    to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement
    (in the case of the Shelf Registration Statement) and each Affiliated Market Maker in connection
    with such exchange or sale, if any, before filing with the Commission, copies of any Registration
    Statement or any Prospectus included therein or any amendments or supplements to any such Registration
    Statement 
















 or Prospectus (including all documents incorporated by reference after
    the initial filing of such Registration Statement), which documents (other than Exchange Act reports
    incorporated by reference therein or files as supplements thereto) will be subject to the review
    and comment of such Holders in connection with such sale, if any, for a period of at least five Business
    Days, and the Company will not file any such Registration Statement or Prospectus or any amendment
    or supplement to any such Registration Statement or Prospectus (including all such documents incorporated
    by reference) to which such Holders shall reasonably object within five Business Days after the receipt
    thereof. A Holder shall be deemed to have reasonably objected to such filing if such Registration
    Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains
    an untrue statement of a material fact or omits to state any material fact necessary to make the
    statements therein, in the light of the circumstances under which they were made, not misleading
    or fails to comply with the applicable requirements of the Act; 

      (vi)     promptly
    prior to the filing of any document that is to be incorporated by reference into a Registration Statement
    or Prospectus (other than Exchange Act reports), provide copies of such document to each Holder whose
    Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case
    of the Shelf Registration Statement) and each Affiliated Market Maker in connection with such sale
    or exchange, if any, make the Company’s and the Guarantors’ representatives available for
    discussion of such document and other customary due diligence matters, and include such information
    in such document prior to the filing thereof as such Persons may reasonably request; 

      (vii)     make
    available, at reasonable times, for inspection by each Holder whose Transfer Restricted Securities
    have been included in a Shelf Registration Statement (in the case of the Shelf Registration Statement)
    and each Affiliated Market Maker and any attorney or accountant retained by such Persons, all financial
    and other records, pertinent corporate documents of the Company and the Guarantors and cause the
    Company’s and the Guarantors’ officers, directors and employees to supply all information
    reasonably requested by any such Persons, attorney or accountant in connection with such Registration
    Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its
    effectiveness; 

      (viii)     if
    requested by any Holders whose Transfer Restricted Securities have been included in a Shelf Registration
    Statement (in the case of the Shelf Registration Statement) and each Affiliated Market Maker in connection
    with such exchange or sale, promptly include in any Registration Statement or Prospectus, pursuant
    to a supplement or post-effective amendment if necessary, such information as such Persons may reasonably
    request to have included therein, including, without limitation, information relating to the “Plan
    of Distribution” of the Transfer Restricted Securities and the use of the Registration Statement
    or Prospectus for market-making activities; and make all required filings of such Prospectus supplement
    or post-effective amendment as soon as practicable after the Company is notified of the matters to
    be included in such Prospectus supplement or post-effective amendment; 
















      (ix)     furnish
    to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement
    (in the case of the Shelf Registration Statement) in connection with such exchange or sale and each
    Affiliated Market Maker, without charge, at least one copy of the Registration Statement, as first
    filed with the Commission, and of each amendment thereto, including all documents incorporated by
    reference therein and all exhibits (including exhibits incorporated therein by reference); 

      (x)     deliver
    to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement
    (in the case of the Shelf Registration Statement) and each Affiliated Market Maker without charge,
    as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement
    thereto as such Persons reasonably may request; the Company and the Guarantors hereby consent to
    the use (in accordance with law and subject to Section 6(d) hereof and any Suspension Rights) of
    the Prospectus and any amendment or supplement thereto by each selling Person in connection with
    the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any
    amendment or supplement thereto and all market-making activities of such Affiliated Market Maker,
    as the case may be; 

      (xi)     upon
    the request of any Holder whose Transfer Restricted Securities have been included in a Shelf Registration
    Statement (in the case of a Shelf Registration Statement) or the Initial Purchasers, enter into such
    agreements (including underwriting agreements) and make such representations and warranties and take
    all such other actions in connection therewith in order to expedite or facilitate the disposition
    of the Transfer Restricted Securities pursuant to any applicable Registration Statement contemplated
    by this Agreement as may be reasonably requested by such Person in connection with any sale or resale
    pursuant to any applicable Registration Statement. In such connection, and also in connection with
    market-making activities by any Affiliated Market Maker, the Company and the Guarantors shall: 

	 	      (A)     upon
          request of any Holder, furnish (or in the case of paragraphs (2)
          and (3), use their respective reasonable best efforts to cause to be furnished) to each
          Holder (in the case of the Shelf Registration Statement) and the Initial Purchasers,
          upon Consummation of the Exchange Offer or upon the effectiveness of the
          Shelf Registration Statement, as the case may be: 
	 	 	 
	 	 	      (1)     a
          certificate, dated such date, signed on behalf of the Company
          and each Guarantor by the executive officer of the Company and such
          Guarantor, confirming, as of the date thereof, the matters set forth in Section
          6(d) of the Purchase Agreement and such other similar matters as such
          Persons may reasonably request; 
	 	 	 
	 	 	     (2)     an
          opinion, dated the date of Consummation of the Exchange
          Offer or the date of effectiveness of the Shelf Registration Statement,
          as the case may be, of counsel for the Company and the Guarantors covering
          matters similar to those set forth in paragraph (i) of Section 6 of the
          Purchase Agreement and such other matter as such Holder may rea- sonably
          request, and in any event including a statement to the effect that 

















	 	 	 such counsel has participated in conferences with officers and other
        representatives of the Company and the Guarantors, representatives of the independent public
        accountants for the Company and the Guarantors and have considered the matters required to be
        stated therein and the statements contained therein, although such counsel has not independently
        verified the accuracy, completeness or fairness of such statements; and that such counsel advises
        that, on the basis of the foregoing (relying as to materiality to the extent such counsel deems
        appropriate upon the statements of officers and other representatives of the Company and the
        Guarantors) and without independent check or verification), no facts came to such counsel’s
        attention that caused such counsel to believe that the applicable Registration Statement, at
        the time such Registration Statement or any post-effective amendment thereto became effective
        and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation
        of the Exchange Offer, contained an untrue statement of a material fact or omitted to state a
        material fact required to be stated therein or necessary to make the statements therein not misleading,
        or that the Prospectus contained in such Registration Statement as of its date and, in the case
        of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation,
        contained an untrue statement of a material fact or omitted to state a material fact necessary
        in order to make the statements therein, in the light of the circumstances under which they were
        made, not misleading. Without limiting the foregoing, such counsel may state further that such
        counsel expresses no belief as to, and has not independently verified, the accuracy, completeness
        or fairness of the financial statements, notes and schedules and other financial data derived
        therefrom in any Registration Statement contemplated by this Agreement or the related Prospectus;
        and 
	 	 	 
	 	 	      (3)     a
        customary comfort letter, dated the date of Consummation of the Exchange Offer, or as of the
        date of effectiveness of the Shelf Registration Statement, as the case may be, from the Company’s
        independent accountants, in the customary form and covering matters of the type customarily covered
        in comfort letters to underwriters in connection with underwritten offerings, and affirming the
        matters set forth in the comfort letters delivered pursuant to Section 6(k) of the Purchase Agreement;
        and 





	 	      (B)     deliver
          such other documents and certificates as may be reasonably requested
          by such Persons to evidence compliance with the matters covered in clause
          (A) above and with any customary conditions contained in any agreement entered
          into by the Company and the Guarantors pursuant to this clause (xi); 
	 	 
	     (xii)     prior
          to any public offering of Transfer Restricted Securities, cooperate with the
          selling Holders and their counsel in connection with the registration and qualification of
          the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions
          as the selling Holders may request and do any and all other acts or things neces- 





















 sary or advisable to enable the disposition in such jurisdictions of
    the Transfer Restricted Securities covered by the applicable Registration Statement; provided, however,
    that neither the Company nor any Guarantor shall be required to register or qualify as a foreign
    corporation where it is not now so qualified or to take any action that would subject it to the service
    of process in suits or to taxation, other than as to matters and transactions relating to the Registration
    Statement, in any jurisdiction where it is not now so subject; 

      (xiii)     in
    connection with any sale of Transfer Restricted Securities that will result in such securities no
    longer being Transfer Restricted Securities, cooperate with the Holders to facilitate the timely
    preparation and delivery of certificates representing Transfer Restricted Securities to be sold and
    not bearing any restrictive legends; and to register such Transfer Restricted Securities in such
    denominations and such names as the selling Holders may request at least two Business Days prior
    to such sale of Transfer Restricted Securities; 

      (xiv)     use
    their respective reasonable best efforts to cause the disposition of the Transfer Restricted Securities
    covered by the Registration Statement to be registered with or approved by such other governmental
    agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate
    the disposition of such Transfer Restricted Securities, subject to the proviso contained in clause
    (xii) above; 

      (xv)     provide
    a CUSIP number for all Transfer Restricted Securities not later than the effective date of a Registration
    Statement covering such Transfer Restricted Securities and provide the Trustee under the Indenture
    with printed certificates for the Transfer Restricted Securities which are in a form eligible for
    deposit with The Depository Trust Company; 

      (xvi)     otherwise
    use their respective reasonable best efforts to comply with all applicable rules and regulations
    of the Commission, and make generally available to its security holders with regard to any applicable
    Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements
    of Rule 158 under the Act (which need not be audited) covering a twelve-month period beginning after
    the effective date of the Registration Statement (as such term is defined in paragraph (c) of Rule
    158 under the Act); and 

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

      (d)     Restrictions
        on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security and each
        Affiliated Market Maker agrees that, upon receipt of the notice referred to in Section 6(c)(iii)(C)
        or any notice from the Company of the existence of any fact of 
















 the kind described in Section 6(c)(iii)(D) hereof or any notice of a
    Suspension Right (in each case, a “Suspension
    Notice”), such Person will forthwith discontinue disposition
    of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such
    Person has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv)
    hereof, or (ii) such Person is advised in writing by the Company that the use of the Prospectus may
    be resumed, and has received copies of any additional or supplemental filings that are incorporated
    by reference in the Prospectus (in each case, the “Recommencement Date”).
    Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses,
    other than permanent file copies, then in such Person’s possession which have been replaced
    by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company’s
    expense) all copies, other than permanent file copies, then in such Person’s possession of the
    Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of
    the Suspension Notice. The time period regarding the effectiveness of such Registration Statement
    set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to
    the number of days in the period from and including the date of delivery of the Suspension Notice
    to the date of delivery of the Recommencement Date. 

 SECTION 7. REGISTRATION EXPENSES

      (a)     All
    expenses incident to the Company’s and the Guarantors’ performance of or compliance with
    this Agreement will be borne by the Company, regardless of whether a Registration Statement becomes
    effective, including without limitation: (i) all registration and filing fees and expenses; (ii)
    all fees and expenses of compliance with federal securities and state Blue Sky or securities laws;
    (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued
    in the Exchange Offer and printing of Prospectuses (whether for exchange, sales, market-making or
    otherwise), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel
    for the Company, the Guarantors; (v) all fees and expenses of the Trustee and any exchange agent
    and their counsels; (vi) all application and filing fees in connection with listing the Exchange
    Notes on a national securities exchange or automated quotation system pursuant to the requirements
    hereof; and (vii) all fees and disbursements of independent certified public accountants of the Company
    and the Guarantors (including the expenses of any special audit and comfort letters required by or
    incident to such performance). 

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

      (b)     In
    connection with any Registration Statement required by this Agreement, the Company and the Guarantors
    will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are selling
    or reselling Exchange Notes pursuant to the “Plan of Distribution” contained in the Exchange
    Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable
    fees and disbursements of not more than one counsel, who shall be Cahill Gordon and Reindel LLP or
    another firm shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted
    Securities for whose benefit such Registration Statement is being prepared. 
















 SECTION 8. INDEMNIFICATION

      (a)     The
    Company and the Guarantors agree, jointly and severally, to indemnify and hold harmless each Holder,
    its directors, officers and each Person, if any, who controls such Holder (within the meaning of
    Section 15 of the Act or Section 20 of the Exchange Act), from and against any and all losses, claims,
    damages, liabilities, judgments (including without limitation, any legal or other expenses incurred
    in connection with investigating or defending any matter, including any action that could give rise
    to any such losses, claims, damages, liabilities or judgments) caused by any untrue statement or
    alleged untrue statement of a material fact contained in any Registration Statement, preliminary
    prospectus or Prospectus (or any amendment or supplement thereto) provided by the Company to any
    Holder or any prospective purchaser of Exchange Notes or registered Initial Notes, or caused by any
    omission or alleged omission to state therein a material fact required to be stated therein or necessary
    to make the statements therein not misleading; provided, however,
    that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage
    or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission
    or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement
    thereto or in any preliminary prospectus relating to a Shelf Registration in reliance upon and in
    conformity with written information pertaining to such holder of Notes and furnished to the Company
    by or on behalf of such holder specifically for inclusion therein and (ii) with respect to any untrue
    statement or omission or alleged untrue statement or omission made in any preliminary prospectus
    relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection
    (a) shall not inure to the benefit of any holder of Notes or Broker-Dealer from whom the person asserting
    any such losses, claims, damages or liabilities purchased the Notes concerned, to the extent that
    a prospectus relating to such Securities was required to be delivered by such holder or Broker-Dealer
    under the Act in connection with such purchase and any such loss, claim, damage or liability of such
    holder or Participating Broker-Dealer results from the fact that there was not sent or given to such
    person, at or prior to the written confirmation of the sale of such Securities to such person, a
    copy of the final prospectus if the Company had previously furnished copies thereof to such holder
    or Participating Broker-Dealer; provided further, however, that this indemnity agreement will be in addition to any liability which
    the Company may otherwise have to such Indemnified Party. The Company shall also indemnify underwriters,
    their officers and directors and each person who controls such underwriters within the meaning of
    the Act or the Exchange Act to the same extent as provided above with respect to the indemnification
    of the holders of the Notes if requested by such holders. 

      (b)     Each
    Holder of Transfer Restricted agrees, severally and not jointly, to indemnify and hold harmless the
    Company and the Guarantors, and their respective directors and officers, and each person, if any,
    who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the
    Company, or the Guarantors to the same extent as the foregoing indemnity from the Company and the
    Guarantors set forth in section (a) above, but only with reference to information relating to such
    Holder furnished in writing to the Company by or on behalf of such Holder expressly for use in any
    Registration Statement or Prospectus or any amendment or supplement thereto. This indemnity agreement
    will be in addition to any liability which such Holder may otherwise have to the Company or any of
    its controlling persons. 
















      (c)     In
    case any action shall be commenced involving any person in respect of which indemnity may be sought
    pursuant to Section 8(a) or 8(b) (the “indemnified party”), the indemnified party shall
    promptly notify the person against whom such indemnity may be sought (the “indemnifying person”)
    in writing and the indemnifying party shall assume the defense of such action, including the employment
    of counsel reasonably satisfactory to the indemnified party and the payment of all fees and expenses
    of such counsel, as incurred (except that in the case of any action in respect of which indemnity
    may be sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be required to assume the
    defense of such action pursuant to this Section 8(c), but may employ separate counsel and participate
    in the defense thereof, but the fees and expenses of such counsel, except as provided below, shall
    be at the expense of the Holder). Any indemnified party shall have the right to employ separate counsel
    in any such action and participate in the defense thereof, but the fees and expenses of such counsel
    shall be at the expense of the indemnified party unless (i) the employment of such counsel shall
    have been specifically authorized in writing by the indemnifying party, (ii) the indemnifying party
    shall have failed to assume the defense of such action or employ counsel reasonably satisfactory
    to the indemnified party or (iii) the named parties to any such action (including any impleaded parties)
    include both the indemnified party and the indemnifying party, and the indemnified party shall have
    been advised by such counsel that there may be one or more legal defenses available to it which are
    different from or additional to those available to the indemnifying party (in which case the indemnifying
    party shall not have the right to assume the defense of such action on behalf of the indemnified
    party). In any such case, the indemnifying party shall not, in connection with any one action or
    separate but substantially similar or related actions in the same jurisdiction arising out of the
    same general allegations or circumstances, be liable for the fees and expenses of more than one separate
    firm of attorneys (in addition to any local counsel) for all indemnified parties and all such fees
    and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by
    a majority of the Holders, in the case of the parties indemnified pursuant to Section 8(a), and by
    the Company and Guarantors, in the case of parties indemnified pursuant to Section 8(b). The indemnifying
    party shall indemnify and hold harmless the indemnified party from and against any and all losses,
    claims, damages, liabilities and judgments by reason of any settlement of any action (i) effected
    with its written consent or (ii) effected without its written consent if the settlement is entered
    into more than twenty business days after the indemnifying party shall have received a request from
    the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such
    fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement,
    the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying
    party shall, without the prior written consent of the indemnified party, effect any settlement or
    compromise of, or consent to the entry of judgment with respect to, any pending or threatened action
    in respect of which the indemnified party is or could have been a party and indemnity or contribution
    may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise
    or judgment (i) includes an unconditional release of the indemnified party from all liability on
    claims that are or could have been the subject matter of such action and (ii) does not include a
    statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the
    indemnified party. 

      (d)     To
    the extent that the indemnification provided for in this Section 8 is unavailable to an indemnified
    party in respect of any losses, claims, damages, liabilities or judgments referred to therein, then
    each indemnifying party, in lieu of indemnifying such indemni-
















 fied party, shall contribute to the amount paid or payable by such indemnified
    party as a result of such losses, claims, damages, liabilities or judgments (i) in such proportion
    as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on
    the one hand, and the Holders, on the other hand, from the exchange of the Notes pursuant to the
    Exchange Offer or the sale of Transfer Restricted Securities, as the case may be, or (ii) if the
    allocation provided by clause 8(d)(i) is not permitted by applicable law, in such proportion as is
    appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also
    the relative fault of the Company and the Guarantors, on the one hand, and of the Holder, on the
    other hand, in connection with the statements or omissions which resulted in such losses, claims,
    damages, liabilities or judgments, as well as any other relevant equitable considerations. The relative
    fault of the Company and the Guarantors, on the one hand, and of the Holder, on the other hand, 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 or such Guarantor, on the one hand, or by the Holder, on the other hand,
    and the parties’ relative intent, knowledge, access to information and opportunity to correct
    or prevent such statement or omission. The amount paid or payable by a party as a result of the losses,
    claims, damages, liabilities and judgments referred to above shall be deemed to include any legal
    or other fees or expenses reasonably incurred by such party in connection with investigating or defending
    any action or claim, which is the subject of this paragraph (d). For purposes of this paragraph (d),
    each person, if any, who controls such indemnified party within the meaning of the Act or the Exchange
    Act shall have the same rights to contribution as such indemnified party and each person, if any,
    who controls the Company within the meaning of the Act or the Exchange Act shall have the same rights
    to contribution as the Company. 

      The Company, the Guarantors and each
      Holder agree that it would not be just and equitable if contribution pursuant to this Section 8(d)
      were determined by pro rata allocation (even if the Holders were treated as one entity for such
      purpose) or by any other method of allocation which does not take account of the equitable considerations
      referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified
      party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately
      preceding paragraph shall be deemed to include, subject to the limitations set forth above, any
      legal or other expenses reasonably incurred by such indemnified party in connection with investigating
      or defending any matter, including any action that could have given rise to such losses, claims,
      damages, liabilities or judgments. Notwithstanding the provisions of this Section 8, no Holder,
      its directors, its officers or any Person, if any, who controls such Holder shall be required to
      contribute, in the aggregate, any amount in excess of the amount by which the total received by
      such Holder with respect to the sale of Transfer Restricted Securities pursuant to a Registration
      Statement exceeds (i) the amount paid by such Holder for such Transfer Restricted Securities and
      (ii) the amount of any damages which such Holder has otherwise been required to pay by reason of
      such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution
      from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations
      to contribute pursuant to this Section 8(c) are several in proportion to the respective principal
      amount of Transfer Restricted Securities held by each Holder hereunder and not joint. 

 SECTION 9. RULE 144A AND RULE
        144
















      The Company and each Guarantor agrees
      with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during
      any period in which the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of
      the Exchange Act (unless, in the case of a Guarantor, exempt pursuant to Rule 12-h-5), to make
      available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted
      Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted
      Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4)
      under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule
      144A, and (ii) is subject to Section 13 or 15 (d) of the Exchange Act (unless, in the case of a
      Guarantor, exempt pursuant to Rule 12h-5), to make all filings required thereby in a timely manner
      in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144. 

	 SECTION 10.	 MISCELLANEOUS





      (a)      Remedies.
      The Company and the Guarantors acknowledge and agree that any failure by the Company and/or the
      Guarantors to comply with their respective obligations under Sections 3 and 4 hereof may result
      in material irreparable injury to the Initial Purchasers or the Holders or Affiliated Market Makers
      for which there is no adequate remedy at law, that it will not be possible to measure damages for
      such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any
      Holder or Affiliated Market Maker may obtain such relief as may be required to specifically enforce
      the Company’s and the Guarantors’ obligations under Sections 3 and 4 hereof. The Company
      and the Guarantors further agree to waive the defense in any action for specific performance that
      a remedy at law would be adequate. 

      (b)      No
        Inconsistent Agreements. Neither the Company nor any Guarantor
        will, on or after the date of this Agreement, enter into any agreement with respect to its securities
        that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts
        with the provisions hereof. Neither the Company nor any Guarantor has previously entered into
        any agreement that will remain in effect after the issuance of the Notes granting any registration
        rights with respect to its securities to any Person other than this Agreement (and the Registration
        Rights Agreement dated as of November 21, 2003 relating to the Company’s 8 3⁄4% Senior
        Secured Notes due 2013). The rights granted to the Holders hereunder do not in any way conflict
        with and are not inconsistent with the rights granted to the holders of the Company’s and
        the Guarantors’ securities under any agreement in effect on the date hereof. 

      (c)      Amendments
        and Waivers. The provisions of this Agreement may not be amended,
        modified or supplemented, and waivers or consents to or departures from the provisions hereof
        may not be given unless (i) in the case of Section 5 hereof and this Section 10(c)(i), the Company
        has obtained the written consent of Holders of all outstanding Transfer Restricted Securities
        affected thereby and (ii) in the case of all other provisions hereof, the Company has obtained
        the written consent of Holders of a majority of the outstanding principal amount of Transfer
        Restricted Securities (excluding Transfer Restricted Securities affected thereby held by the
        Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from
        the provisions hereof that relates exclusively to the rights of Holders whose Transfer Restricted
        Securities are being tendered pursuant to the Exchange Offer, and that does not affect directly
        or indirectly the rights of other Holders whose Transfer Restricted Securities are not be-
















 ing tendered pursuant to such Exchange Offer, may be given by the Holders
    of a majority of the outstanding principal amount of Transfer Restricted Securities subject to such
    Exchange Offer. 

      (d)      Third
        Party Beneficiary. The Holders and Affiliated Market Makers shall
        be third party beneficiaries to the agreements made hereunder between the Company and the Guarantors,
        on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce
        such agreements directly to the extent they may deem such enforcement necessary or advisable
        to protect its rights or the rights of Holders hereunder. 

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

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




  
  	 Telecopier No.: (908) 772-4967 
	 Attention: James E. Condon 


  

  


  	 With a copy to: 
	 Davis Polk & Wardwell 
	 Telecopier No.: (212) 450-3890 
	 Attention: Winthrop B. Conrad, Jr., Esq. 


  

  

	 	       (iii)     if
        to the Initial Purchasers:




  
  	 Citigroup Global Markets, Inc. 
	 Telecopier No.: 212-816-7912 
	 Attention: General Counsel’s office 


  

  


  	 Lehman Brothers Inc. 
	 Telecopier No.: (201) 524-5980 
	 Attention: Lehman Brothers Syndicate Department 


  

  


  	 With a copy to: 
	 Cahill Gordon & Reindel LLP 
	 Telecopier No.: (212) 269-5420 
	 Attention: Michael E. Michetti, Esq. 


  

  

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
















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

      (f)     Successors
        and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors
        and assigns of each of the parties, including without limitation and without the need for an
        express assignment, subsequent Holders; provided, that nothing herein shall be deemed to permit
        any assignment, transfer or other disposition of Transfer Restricted Securities in violation
        of the terms hereof or of the Purchase Agreement or the Indenture. If any transferee of any Holder
        shall acquire Transfer Restricted Securities in any manner, whether by operation of law or otherwise,
        such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement,
        and by taking and holding such Transfer Restricted Securities such Person shall be conclusively
        deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement,
        including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase
        Agreement, and such Person shall be entitled to receive the benefits hereof. 

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

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

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

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

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

      (l)     Compliance
        with Form S-3. The Company agrees for the benefit of any Affiliated Market Makers that for
        so long as any of the Transfer Restricted Securities remain outstanding, if at any time sales
        by the Affiliated Market Makers of the Transfer Restricted Securities will satisfy clauses 1
        or 3 of the “Transaction Requirements” specified in Form S-3 (or any comparable provision
        of any successor form to Form S-3), the Company will use its reasonable 
















 best efforts to comply with, and maintain its compliance with, the “Registrant
    Requirements” of Form S-3 (or any comparable provision of any successor form to Form S-3). 

 [signature page follows]
















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


  	 TEKNI-PLEX, INC. 
	 	  
	By:	  /s/ James E. Condon 
	 	 
 
	 	 Name: James E. Condon 
	 	 Title: Chief Financial Officer 


  

  


  	 PURETEC CORPORATION 
	 PLASTIC SPECIALTIES AND TECHNOLOGIES, INC. 
	 PLASTIC SPECIALTIES AND TECHNOLOGIES 
	          INVESTMENTS,
            INC. 
	 BURLINGTON RESINS, INC. 
	 DISTRIBUTORS RECYCLING, INC. 
	 NATVAR HOLDINGS, INC. 
	 TRI-SEAL HOLDINGS, INC. 
	 TP-ELM ACQUISITION SUBSIDIARY, INC. 
	 TPI ACQUISITION SUBSIDIARY, INC. 
	          collectively,
            the Guarantors 


  

  


  	By:	  /s/ James E. Condon 
	 	 
 
	 	 Name: James E. Condon
	 	 Title: Chief Financial Officer


  

  

  

  











 CITIGROUP GLOBAL MARKETS INC.

	By:	  /s/ Edward T. Crook 
	  	

	 	 Name: Edward T. Crook 
	 	 Title: Managing Director 



















 LEHMAN BROTHERS INC.

	By:	  /s/ Michael Konigsberg 
	  	

	 	 Name: Michael Konigsberg
	 	 Title: Managing Director