Exhibit
4.9


 


EXECUTION
COPY


 


CDRV Acquisition
Corporation


 


8% Senior
Subordinated Notes due 2014


 


Exchange
and Registration Rights Agreement


 


April 7, 2004


 


	
  Deutsche Bank
  Securities Inc.

  
	
  Citigroup Global
  Markets Inc.

  
	
  Banc of America
  Securities LLC

  
	
  BNP Paribas Securities
  Corp.

  
	
  Barclays Capital Inc.

  
	
  PNC Capital Markets,
  Inc.,

  
	
  As representatives of the several Purchasers

  named in Schedule I to the Purchase Agreement

  
	
  c/o Deutsche Bank
  Securities Inc.

  
	
  60 Wall Street

  
	
  New York, New York
  10005

  



 


Ladies and Gentlemen:


 


CDRV Acquisition
Corporation, a Delaware corporation (the “Company”), proposes to issue and sell
to the Purchasers (as defined herein) upon the terms set forth in the Purchase
Agreement (as defined herein) its 8% Senior Subordinated Notes due 2014. 
As an inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder,
the Company agrees with the Purchasers for the benefit of holders (as defined herein)
from time to time of the Registrable Securities (as defined herein) as follows:


 


1.                                      
Certain Definitions.  For purposes of this
Exchange and Registration Rights Agreement, the following terms shall have the
following respective meanings:


 


“Base Interest”
shall mean the interest that would otherwise accrue on the Securities under the
terms thereof and the Indenture, without giving effect to the provisions of
this Agreement.


 


The term “broker-dealer”
shall mean any broker or dealer registered with the Commission under the
Exchange Act.


 


“Closing Date”
shall mean the date on which the Securities are initially issued.


 


“Commission”
shall mean the United States Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities
Act, whichever is the relevant statute for the particular purpose.


 

















 


“Effective Time,”
in the case of (i) an Exchange Registration, shall mean the time and date
as of which the Commission declares the Exchange Registration Statement
effective or as of which the Exchange Registration Statement otherwise becomes
effective and (ii) a Shelf Registration, shall mean the time and date as
of which the Commission declares the Shelf Registration Statement effective or
as of which the Shelf Registration Statement otherwise becomes effective.


 


“Electing Holder”
shall mean any holder of Registrable Securities that has returned a completed
and signed Notice and Questionnaire to the Company in accordance with
Section 3(d)(ii) or 3(d)(iii) hereof.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, or any successor thereto, as
the same shall be amended from time to time.


 


“Exchange Offer”
shall have the meaning assigned thereto in Section 2(a) hereof.


 


“Exchange
Registration” shall have the meaning assigned thereto in
Section 3(c) hereof.


 


“Exchange
Registration Statement” shall have the meaning assigned thereto in
Section 2(a) hereof.


 


“Exchange
Securities” shall have the meaning assigned thereto in
Section 2(a) hereof.


 


“Guarantors”
shall have the meaning assigned to the term “Subsidiary Guarantors” in the
Indenture.


 


The term “holder”
shall mean each of the Purchasers and other persons who acquire Registrable
Securities from time to time (including any successors or assigns), in each
case for so long as such person owns any Registrable Securities.


 


“Indenture”
shall mean the Indenture, dated as of April 7, 2004, between the Company, the
Guarantors, if any, from time to time parties thereto and Wells Fargo Bank,
National Association, as Trustee governing the Company’s 8% Senior Subordinated
Notes due 2014, as the same shall be amended from time to time.


 


“Notice and
Questionnaire” means a Notice of Registration Statement and Selling
Securityholder Questionnaire substantially in the form of Exhibit A hereto,
with such changes thereto as the Company may reasonably determine.


 


The term “person”
shall mean a corporation, association, partnership, organization, business,
individual, government or political subdivision thereof or governmental agency.


 


“Purchase Agreement”
shall mean the Purchase Agreement, dated as of April 7, 2004, between the
Purchasers and the Company relating to the Securities.


 


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“Purchasers”
shall mean the Purchasers named in Schedule I to the Purchase Agreement.


 


“Registrable
Securities” shall mean the Securities; provided, however, that a
Security shall cease to be a Registrable Security when (i) the Security
has been exchanged for an Exchange Security in an Exchange Offer as
contemplated in Section 2(a) hereof (provided that any Exchange Security
that, pursuant to the last two sentences of Section 2(a), is included in a
prospectus for use in connection with resales by broker-dealers shall be deemed
to be a Registrable Security with respect to Sections 6 and 9 until resale
of such Registrable Security has been effected within the 90-day period
referred to in Section 2(a)); (ii) a Shelf Registration Statement
registering such Security under the Securities Act has been declared or becomes
effective and such Security has been sold or otherwise transferred by the
holder thereof pursuant to and in a manner contemplated by such effective Shelf
Registration Statement; (iii) such Security is sold pursuant to Rule 144
under circumstances in which any legend borne by such Security relating to
restrictions on transferability thereof, under the Securities Act or otherwise,
is removed by the Company or pursuant to the Indenture; (iv) such Security
is eligible to be sold pursuant to paragraph (k) of Rule 144; or (v) such
Security shall cease to be outstanding.


 


“Registration
Default” shall have the meaning assigned thereto in
Section 2(c) hereof.


 


“Registration
Expenses” shall have the meaning assigned thereto in Section 4
hereof.


 


“Resale Period”
shall have the meaning assigned thereto in Section 2(a) hereof.


 


“Restricted Holder”
shall mean (i) a holder that is an affiliate of the Company within the
meaning of Rule 405, (ii) a holder that acquires Exchange Securities
outside the ordinary course of such holder’s business, (iii) a holder that
has arrangements or understandings with any person to participate in the
Exchange Offer for the purpose of distributing Exchange Securities and (iv) a
holder that is a broker-dealer, but only with respect to Exchange Securities
received by such broker-dealer pursuant to an Exchange Offer in exchange for
Registrable Securities acquired by the broker-dealer directly, from the
Company.


 


“Rule 144,”
“Rule 405” and “Rule 415” shall mean, in each case, such
rule promulgated under the Securities Act (or any successor provision), as the
same shall be amended from time to time.


 


“Securities”
shall mean, collectively, the 8% Senior Subordinated Notes due 2014 of the
Company to be issued and sold to the Purchasers, and securities issued in
exchange therefor or in lieu thereof pursuant to the Indenture.  Each
Security is entitled to the benefit of the guarantees, if any, provided for in
the Indenture (the “Guarantee”) and, unless the context otherwise requires, any
reference herein to a “Security,” an “Exchange


 


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Security” or a “Registrable Security” shall include a
reference to the related Guarantees, if any.


 


“Securities Act”
shall mean the Securities Act of 1933, or any successor thereto, as the same
shall be amended from time to time.


 


“Shelf Registration”
shall have the meaning assigned thereto in Section 2(b) hereof.


 


“Shelf Registration
Statement” shall have the meaning assigned thereto in
Section 2(b) hereof.


 


“Special Interest”
shall have the meaning assigned thereto in Section 2(c) hereof.


 


“Trust Indenture
Act” shall mean the Trust Indenture Act of 1939, or any successor
thereto, and the rules, regulations and forms promulgated thereunder, all as
the same shall be amended from time to time.


 


Unless the context
otherwise requires, any reference herein to a “Section” or “clause” refers to a
Section or clause, as the case may be, of this Exchange and Registration Rights
Agreement, and the words “herein,” “hereof” and “hereunder” and other words of
similar import refer to this Exchange and Registration Rights Agreement as a
whole and not to any particular Section or other subdivision.


 


2.                                      
Registration Under the Securities Act.


 


(a)                                 
Except
as set forth in Section 2(b) below, the Company agrees to use its
reasonable best efforts to file under the Securities Act, within 150 days after
the Closing Date, a registration statement relating to an offer to exchange
(such registration statement, the “Exchange Registration Statement”, and such
offer, the “Exchange Offer”) any and all of the Securities for a like aggregate
principal amount of debt securities issued by the Company and guaranteed by the
Guarantors (if any), which debt securities and guarantees (if any) are
substantially identical to the Securities (and are entitled to the benefits of
a trust indenture which is substantially identical to the Indenture or is the
Indenture and which has been qualified under the Trust Indenture Act), except
that they have been registered pursuant to an effective registration statement
under the Securities Act and do not contain restrictions on transfer or
provisions for the additional interest contemplated in Section 2(c) below
or the liquidated damages provided in Section 2 (d) below (such new debt
securities hereinafter called “Exchange Securities”).  The Company agrees
to use its reasonable best efforts to cause the Exchange Registration Statement
to become effective under the Securities Act within 240 days after the Closing
Date.  The Exchange Offer will be registered under the Securities Act on
the appropriate form and will comply with all applicable tender offer rules and
regulations under the Exchange Act.  The Company further agrees to use its
reasonable best efforts to commence the Exchange Offer promptly, hold the
Exchange Offer open for the period required by applicable law (including pursuant
to any applicable interpretation by the staff of the Commission), but in any
event for at least 10 business days, and exchange the Exchange Securities for
all Registrable Securities that have been validly tendered and not withdrawn on
or prior to the expiration of the Exchange Offer.  If the Company
commences the Exchange Offer, the Company will be entitled


 


4

















 


to close the Exchange Offer 30 days
after the commencement thereof (or at the end of such shorter period permitted
by applicable law), provided that the Company has accepted all the Registrable
Securities validly tendered in accordance with the terms of the Exchange
Offer.  The Company agrees (x) to include in the Exchange
Registration Statement a prospectus for use in any resales by any holder of
Exchange Securities that is a broker-dealer and (y) to keep such Exchange
Registration Statement effective for a period (the “Resale Period”) beginning
when Exchange Securities are first issued in the Exchange Offer and ending upon
the earlier of the expiration of the 90th day after the Exchange Offer has been
completed and such time as such broker-dealers no longer own any Registrable
Securities.


 


Each holder participating
in the Exchange Offer shall be required to represent to the Company that
(i) any Exchange Securities received by such holder will be acquired in
the ordinary course of business, (ii) at the time of the commencement of
the Exchange Offer such holder has no arrangements or understanding with any person
to participate in the distribution of the Securities or the Exchange Securities
within the meaning of the Securities Act, (iii) such holder is not an
“affiliate,” as defined in Rule 405 of the Securities Act, of the Company,
(iv) if such holder is not a broker-dealer, that it is not engaged in, and
does not intend to engage in, the distribution of the Exchange Securities,
(v) if such holder is a broker-dealer, that it will receive Exchange
Securities for its own account in exchange for Securities that were acquired as
a result of market-making activities or other trading activities and that it
will deliver a prospectus in connection with any resale of such Exchange
Securities and (vi) such holder is not acting on behalf of any person who
could not truthfully make the foregoing representations.


 


(b)                                
If
(i) on or prior to the time the Exchange Offer is consummated existing
Commission interpretations are changed such that the Exchange Securities
received by holders other than Restricted Holders in the Exchange Offer for
Registrable Securities are not or would not be, upon receipt, transferable by
each such holder without restriction under the Securities Act, (ii) the
Exchange Offer has not been completed within 270 days following the Closing
Date, (iii) any Purchaser so requests with respect to Registrable
Securities not eligible to be exchanged for Exchange Securities in the Exchange
Offer and held by it following consummation of the Exchange Offer or
(iv) any holder (other than a Purchaser) shall be, and shall notify the
Company that such holder is, prohibited by law or Commission policy from
participating in the Exchange Offer or such holder may not resell the Exchange
Securities acquired in the Exchange Offer to the public without delivering a
prospectus and the prospectus contained in the Exchange Registration Statement
is not available for such resales by such holder (other than in either case
(x) due solely to the status of such holder as an affiliate of the Company
within the meaning of the Securities Act or (y) due to such holder’s
inability to make the representations set forth in the second paragraph of
Section 2(a) hereof) and any such holder so requests, the Company shall,
in lieu of (or, in the case of clauses (iii) and (iv), in addition to)
conducting the Exchange Offer contemplated by Section 2(a), use its
reasonable best efforts to file under the Securities Act as promptly as
reasonably practicable, a “shelf’ registration statement providing for the
registration of, and the sale on a continuous or delayed basis by the holders
of, all of the Registrable Securities (or in the case of clause (iii), the
Registrable Securities held by the Purchasers), pursuant to Rule 415 or any
similar rule that may be adopted by the Commission (such filing, the “Shelf
Registration” and such registration statement, the “Shelf Registration
Statement”).  The Company agrees to use its reasonable best efforts
(x) to cause the Shelf Registration Statement to become effective within
150 days after the date on which the obligation to file such Shelf


 


5

















 


Registration Statement arises and
to use its reasonable best efforts to cause such Shelf Registration Statement
to remain effective for a period ending on the earlier of the second
anniversary of the Effective Time or such shorter period that will terminate
when all the Registrable Securities covered by the Shelf Registration Statement
have been sold pursuant to the Shelf Registration Statement or are distributed
to the public pursuant to Rule 144 or become eligible for resale pursuant to
Rule 144 without volume restriction, if any; provided, however,
that no holder shall be entitled to be named as a selling securityholder in the
Shelf Registration Statement or to use the prospectus forming a part thereof
for resales of Registrable Securities unless such holder is an Electing Holder,
and (y) after the Effective Time of the Shelf Registration Statement,
promptly upon the request of any holder of Registrable Securities that is not
then an Electing Holder, to take any action reasonably necessary to enable such
holder to use the prospectus forming a part thereof for resales of Registrable
Securities, including, without limitation, any action necessary to identify
such holder as a selling securityholder in the Shelf Registration Statement;
provided, however, that nothing in this clause (y) shall relieve any such
holder of the obligation to return a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(d)(iii)
hereof.  The Company further agrees to supplement or make amendments to
the Shelf Registration Statement, as and when required by the rules,
regulations or instructions applicable to the registration form used by the
Company for such Shelf Registration Statement or by the Securities Act or rules
and regulations thereunder for shelf registration, and the Company agrees to
furnish to each Electing Holder copies of any such supplement or amendment
promptly following its filing with the Commission.


 


Notwithstanding the
foregoing, the Company may suspend the availability of any Shelf Registration
Statement (x) for up to an aggregate of 30 days in any consecutive
twelve-month period if (i) such action is required by applicable law or
(ii) such action is taken 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, or
(y) with respect to a Shelf Registration Statement required to be filed
due to a failure to consummate the Exchange Offer within the required time
period, if such action occurs following the consummation of the Exchange Offer.


 


(c)                                 
In
the event that (i) the Company has not filed the Exchange Registration
Statement or a Shelf Registration Statement (applicable to all of the
Registrable Securities) on or before 150 days after the Closing Date, or
(ii) the Exchange Registration Statement has not become effective or been
declared effective by the Commission on or before 240 days after the Closing
Date, or (iii) the Exchange Offer has not been consummated within 270 days
after the Closing Date, or (iv) if a Shelf Registration Statement required
to be filed under Section 2(b) hereof is not declared effective on or
before 150 days after the date on which the obligation to file the Shelf
Registration Statement arises, or (v) if any Shelf Registration Statement
required by Section 2(b) hereof is filed and declared effective, and
during the period the Company is required to use its reasonable best efforts to
cause the Shelf Registration Statement to remain effective, (x) the
Company shall have suspended the Shelf Registration Statement pursuant to
Section 2(b) hereof for more than 30 days in the aggregate in any
consecutive twelve-month period and be continuing to suspend the availability
of the Shelf Registration Statement or (y) the Shelf Registration
Statement shall cease to be effective (other than by action of the Company
pursuant to the second paragraph of Section 2(b) hereof) without being
replaced within 60 days by a shelf registration statement that is filed and
declared effective (each such event referred to in clauses


 


6

















 


(i) through (v), a “Registration
Default” and each period during which a Registration Default has occurred and
is continuing, a “Registration Default Period”), then, as liquidated damages
for such Registration Default, subject to the provisions of Section 9(b),
special interest (“Special Interest”), in addition to the Base Interest, shall
accrue on Registrable Securities for the Registration Default Period (but only
with respect to one Registration Default at any particular time) until such
time as all Registration Defaults have been cured at a per annum rate of 0.25%
for the first 90 days of the Registration Default Period, which rate shall
increase by an additional 0.25% during each subsequent 90-day period, up to a
maximum of 0.50% regardless of the number of Registration Defaults that shall
have occurred and be continuing.  Following the cure of all Registration
Defaults, the accrual of Special Interest will cease.  A Registration
Default under clause (iv) or (v) will be deemed cured upon consummation of the
Exchange Offer in the case of a Shelf Registration Statement required to be
filed due to a failure to consummate the Exchange Offer within the required
time period.


 


(d)                                
If
during the 90 day period referenced in the penultimate sentence of the first
paragraph of Section 2(a) hereof the Exchange Offer Registration Statement
is suspended by the Company or ceases to be effective such that any
broker-dealer that (i) receives Exchange Securities in the Exchange Offer
and (ii) is subject to prospectus delivery requirements cannot fulfill
such requirements, the Company shall pay liquidated damages to such
broker-dealers in an amount calculated in a manner consistent with that
specified above with respect to Registration Defaults.


 


(e)                                 
The
Company shall take all actions reasonably necessary or advisable to be taken by
it to ensure that the transactions contemplated herein are effected as so
contemplated, including all actions necessary or desirable to register the
Guarantees (if any) under the registration statement contemplated in
Section 2(a) or 2(b) hereof, as applicable.


 


(f)                                   
Any
reference herein to a registration statement as of any time shall be deemed to
include any document incorporated, or deemed to be incorporated, therein by
reference as of such time and any reference herein to any post-effective
amendment to a registration statement as of any time shall be deemed to include
any document incorporated, or deemed to be incorporated, therein by reference
as of such time.


 


3.                                      
Registration Procedures.


 


If the Company files a
registration statement pursuant to Section 2(a) or Section 2(b), the
following provisions shall apply:


 


(a)                                 
At
or before the Effective Time of the Exchange Offer or the Shelf Registration,
as the case may be, the Company shall qualify the Indenture under the Trust
Indenture Act.


 


(b)                                
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.


 


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(c)                                 
In
connection with the Company’s obligations with respect to the registration of
Exchange Securities as contemplated by Section 2(a) (the “Exchange
Registration”), if applicable, the Company shall:


 


(i)                                    
use
its reasonable best efforts to prepare and file with the Commission within 150
days after the Closing Date, an Exchange Registration Statement on any form
which may be utilized by the Company and which shall permit the Exchange Offer
and resales of Exchange Securities by broker-dealers during the Resale Period
to be effected as contemplated by Section 2(a), and use its reasonable
best efforts to cause such Exchange Registration Statement to become effective
within 240 days after the Closing Date;


 


(ii)                                 
prepare
and file with the Commission such amendments and supplements to such Exchange
Registration Statement and the prospectus included therein as may be necessary
to effect and maintain the effectiveness of such Exchange Registration
Statement for the periods and purposes contemplated in Section 2(a) hereof
and as may be required by the applicable rules and regulations of the
Commission and the instructions applicable to the form of such Exchange
Registration Statement, and promptly provide each broker-dealer holding
Exchange Securities with such number of copies of the prospectus included
therein (as then amended or supplemented), in conformity in all material
respects with the requirements of the Securities Act and the rules and
regulations of the Commission thereunder, as such broker-dealer reasonably may
request prior to the expiration of the Resale Period, for use in connection
with resales of Exchange Securities;


 


(iii)                              
promptly
notify each broker-dealer that has requested or received copies of the
prospectus included in such registration statement, and confirm such advice in
writing, (A) when such Exchange Registration Statement or the prospectus
included therein or any prospectus amendment or supplement or post-effective
amendment has been filed, and, with respect to such Exchange Registration
Statement or any post-effective amendment, when the same has become effective,
(B) of any request by the Commission for amendments or supplements to such
Exchange Registration Statement or prospectus or for additional information,
(C) of the issuance by the Commission of any stop order suspending the
effectiveness of such Exchange Registration Statement or the initiation of any
proceedings for that purpose, (D) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Exchange Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, or (E) at any time during the Resale Period
when a prospectus is required to be delivered under the Securities Act, that
such Exchange Registration Statement, prospectus, prospectus amendment or
supplement or post-effective amendment does not conform in all material
respects to the applicable requirements of the Securities Act and the rules and
regulations of the Commission thereunder or contains an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances then existing;


 


(iv)                             
in
the event that the Company would be required, pursuant to
Section 3(c)(iii)(E) above, to notify any broker-dealers holding Exchange
Securities, use


 


8

















 


its reasonable best efforts to prepare and furnish as soon
as practicable to each such broker-dealer a reasonable number of copies of a
prospectus supplemented or amended so that, as thereafter delivered to
purchasers of such Exchange Securities during the Resale Period, such
prospectus shall conform in all material respects to the applicable
requirements of the Securities Act and the rules and regulations of the
Commission thereunder and shall not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing;


 


(v)                                
use
its reasonable best efforts to obtain the withdrawal of any order suspending
the effectiveness of such Exchange Registration Statement or any post-effective
amendment thereto at the earliest practicable date;


 


(vi)                             
use
its reasonable best efforts to (A) register or qualify the Exchange
Securities under the securities laws or blue sky laws of such jurisdictions as
any participating holder of the Registrable Securities reasonably requests in
writing no later than the commencement of the Exchange Offer, (B) keep
such registrations or qualifications in effect and comply with such laws so as
to permit the continuance of offers, sales and dealings therein in such
jurisdictions until the expiration of the Resale Period and (C) take any
and all other actions as may be reasonably necessary to enable each
broker-dealer holding Exchange Securities to consummate the disposition thereof
in such jurisdictions; provided, however, that neither the Company nor any Guarantor
shall be required for any such purpose to (1) qualify as a foreign
corporation in any jurisdiction wherein it would not otherwise be required to
qualify but for the requirements of this Section 3(c)(vi),
(2) consent to general service of process in any such jurisdiction or
(3) make any changes to its certificate of incorporation, by-laws or other
organizational document, or any agreement between it and any of its
equityholders;


 


(vii)                          
provide
a CUSIP number for all Exchange Securities, not later than the consummation of
the Exchange Offer; and


 


(viii)                       
comply
in all material respects with all applicable rules and regulations of the
Commission, and make generally available to its securityholders as soon as practicable
but no later than eighteen months after the effective date of such Exchange
Registration Statement, an earning statement of the Company and its
subsidiaries complying with Section 11(a) of the Securities Act
(including, at the option of the Company, Rule 158 thereunder).


 


(d)                                
In
connection with the Company’s obligations with respect to the Shelf
Registration, if applicable, the Company shall:


 


(i)                                    
use
its reasonable best efforts to prepare and file with the Commission within the
time periods specified in Section 2(b), a Shelf Registration Statement on
any form which may be utilized by the Company and which shall register all of
the Registrable Securities (or in the case of a Shelf Registration Statement
filed pursuant to Section 2(b)(iii), the Registrable Securities held by
the Purchasers) for resale by the holders thereof in accordance with such
method or methods of disposition as may be


 


9

















 


specified in the applicable Notice and Questionnaire by
such of the holders as, from time to time, may be Electing Holders and use
their reasonable best efforts to cause such Shelf Registration Statement to
become effective within the time periods specified in Section 2(b);


 


(ii)                                 
not
less than 15 calendar days prior to the Effective Time of the Shelf
Registration Statement, mail the Notice and Questionnaire to the holders of
Registrable Securities; no holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement as of the Effective Time,
and no holder shall be entitled to use the prospectus forming a part thereof
for resales of Registrable Securities at any time, unless such holder has
returned a completed and signed Notice and Questionnaire to the Company by the
deadline for response set forth therein; provided, however, holders of
Registrable Securities shall have at least 13 calendar days from the date on
which the Notice and Questionnaire is first mailed to such holders to return a
completed and signed Notice and Questionnaire to the Company;


 


(iii)                              
after
the Effective Time of the Shelf Registration Statement, upon the request of any
holder of Registrable Securities that is not then an Electing Holder, promptly
send a Notice and Questionnaire to such holder; provided that the Company shall
not be required to take any action to name such holder as a selling
securityholder in the Shelf Registration Statement or to enable such holder to
use the prospectus forming a part thereof for resales of Registrable Securities
until such holder has returned a completed and signed Notice and Questionnaire
to the Company;


 


(iv)                             
as
soon as practicable prepare and file with the Commission such amendments and
supplements to such Shelf Registration Statement and the prospectus included
therein as may be necessary to effect and maintain the effectiveness of such
Shelf Registration Statement for the period specified in Section 2(b)
hereof and as may be required by the applicable rules and regulations of the
Commission and the instructions applicable to the form of such Shelf
Registration Statement, and furnish to the Electing Holders copies of any such
supplement or amendment as soon as practicable following its filing with the
Commission.  Notwithstanding the foregoing, the Company may suspend the
availability of any Shelf Registration Statement (x) for up to an
aggregate of 30 days in any consecutive twelve-month period if (i) such
action is required by applicable law or, (ii) such action is taken 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, or (y) with respect to a Shelf Registration
Statement required to be filed due to a failure to consummate the Exchange
Offer within the required time period, if such action occurs following the
consummation of the Exchange Offer;


 


(v)                                
comply
in all material respects with the provisions of the Securities Act with respect
to the disposition of all of the Registrable Securities covered by such Shelf
Registration Statement in accordance with the intended methods of disposition
by the Electing Holders provided for in such Shelf Registration Statement;


 


10

















 


(vi)                             
for
a reasonable period prior to the filing of such Shelf Registration Statement,
and throughout the period specified in Section 2(b), make reasonably
available at reasonable times at the Company’s principal place of business or
such other reasonable place for inspection by a representative of, and not more
than one counsel acting for, Electing Holders holding at least a majority in
aggregate principal amount of the Registrable Securities at the time
outstanding (the “Majority Electing Holders”) and any underwriter participating
in the distribution of the Registrable Securities being sold (including any
person who may be deemed an underwriter within the meaning of
Section 2(a)(ii) of the Securities Act) such relevant financial and other
pertinent information and books and records of the Company, and use its reasonable
best efforts to cause the officers, employees, counsel and independent
certified public accountants of the Company to respond to such inquiries, as
shall be reasonably necessary to conduct a reasonable investigation within the
meaning of Section 11 of the Securities Act; provided, however, that the
foregoing investigation and information gathering shall be coordinated on
behalf of all such parties by one counsel designated by and on behalf of all
such parties and provided, further, that each such party shall be required
(pursuant to an agreement in form and substance reasonably satisfactory to the
Company) to maintain in confidence and not to disclose to any other person any
information or records reasonably designated by the Company as being
confidential, until such time as (A) such information becomes a matter of
public record (whether by virtue of its inclusion in such registration
statement or otherwise except as a result of a breach of this or any other
obligation of confidentiality to the Company known to such party), or
(B) such person shall be required so to disclose such information pursuant
to a subpoena or order of any court or other governmental agency or body having
jurisdiction over the matter (subject to the requirements of such order, and
only after such person shall have given the Company prompt prior written notice
of such requirement so that the Company, at its expense, may undertake
appropriate action to prevent disclosure of such information or records), or
(C) such information is required to be set forth in such Shelf
Registration Statement or the prospectus included therein or in an amendment to
such Shelf Registration Statement or an amendment or supplement to such
prospectus in order that such Shelf Registration Statement, prospectus, amendment
or supplement, as the case may be, complies with applicable requirements of the
federal securities laws and the rules and regulations of the Commission and
does not contain an untrue statement of a material fact or omit to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing;


 


(vii)                          
promptly
notify each of the Electing Holders and any managing underwriter thereof and
confirm such advice in writing, (A) when such Shelf Registration Statement
or the prospectus included therein or any prospectus amendment or supplement or
post-effective amendment has been filed, and, with respect to such Shelf
Registration Statement or any post-effective amendment, when the same has
become effective, (B) of any request by the Commission for amendments or
supplements to such Shelf Registration Statement or prospectus or for
additional information, (C) of the issuance by the Commission of any stop
order suspending the effectiveness of such Shelf Registration Statement or the
initiation of any proceedings for that purpose, (D) of the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Registrable Securities for sale in any jurisdiction or the initiation of
any proceeding for


 


11

















 


such purpose or (E) if at any time when a prospectus
is required to be delivered under the Securities Act, that such Shelf
Registration Statement, prospectus, prospectus amendment or supplement or
post-effective amendment does not conform in all material respects to the
applicable requirements of the Securities Act and the rules and regulations of
the Commission thereunder or contains an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing;


 


(viii)                       
use
its reasonable best efforts to obtain the withdrawal of any order suspending
the effectiveness of such registration statement or any post-effective
amendment thereto at the earliest practicable date;


 


(ix)                               
if
requested by any managing underwriter or the Majority Electing Holders,
promptly incorporate in a prospectus supplement or post-effective amendment
such information as is required by the applicable rules and regulations of the
Commission and as such managing underwriter or such Majority Electing Holders
shall specify should be included therein relating to the terms of the sale of
such Registrable Securities, including information with respect to the
principal amount of Registrable Securities being sold by such Majority Electing
Holders or to any underwriters, the names and descriptions of such Majority
Electing Holders or underwriters, the offering price of such Registrable
Securities and any discount, commission or other compensation payable in
respect thereof, the purchase price being paid therefor by such underwriters
and with respect to any other terms of the offering of the Registrable
Securities to be sold by such Majority Electing Holders or to such
underwriters; and make all required filings of such prospectus supplement or
post-effective amendment as soon as practicable after notification of the
matters to be incorporated in such prospectus supplement or post-effective
amendment;


 


(x)                                  
furnish
to each Electing Holder, and each underwriter, if any, thereof such number of
copies of such Shelf Registration Statement (excluding exhibits thereto and
documents incorporated by reference therein) and of the prospectus included in
such Shelf Registration Statement (including each preliminary prospectus), in
conformity in all material respects with the applicable requirements of the
Securities Act and the rules and regulations of the Commission thereunder, as
such Electing Holder and underwriter, if any, may reasonably request in order
to facilitate the offering and disposition of the Registrable Securities owned
by such Electing Holder or underwritten by such underwriter and to permit such
Electing Holder and underwriter, if any, to satisfy the prospectus delivery
requirements of the Securities Act; and the Company hereby consents to the use
of such prospectus (including such preliminary prospectus) and any amendment or
supplement thereto by each such Electing Holder and by any such underwriter, in
each case in the form most recently provided to such person by the Company, in
connection with the offering and sale of the Registrable Securities covered by
the prospectus (including such preliminary prospectus) or any supplement or
amendment thereto;


 


(xi)                               
use
its reasonable best efforts to (A) register or qualify the Registrable
Securities to be included in such Shelf Registration Statement under such
securities laws


 


12

















 


or blue sky laws of such jurisdictions as any Electing
Holder and managing underwriter, if any, thereof shall reasonably request,
(B) keep such registrations or qualifications in effect and comply with
such laws so as to permit the continuance of offers, sales and dealings therein
in such jurisdictions during the period the Shelf Registration is required to
remain effective under Section 2(b) above and for so long as may be
necessary to enable any such Electing Holder or underwriter to complete its
distribution of Securities pursuant to such Shelf Registration Statement and
(C) take any and all other actions as may be reasonably necessary to
enable each such Electing Holder and underwriter, if any, to consummate the
disposition in such jurisdictions of such Registrable Securities; provided,
however, that neither the Company nor any Guarantor shall be required for any
such purpose to (1) qualify as a foreign corporation in any jurisdiction
wherein it would not otherwise be required to qualify but for the requirements
of this Section 3(d)(xi), (2) consent to general service of process
in any such jurisdiction or (3) make any changes to its certificate of
incorporation, by-laws or other organizational document, any agreement between
it and any of its equityholders;


 


(xii)                            
unless
any Registrable Securities shall be in book-entry only form, cooperate with the
Electing Holders and the managing underwriters; if any, to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities to be sold, which certificates shall not bear any restrictive
legends; and, in the case of an underwritten offering, enable such Registrable
Securities to be in such denominations and registered in such names as the
managing underwriter may request a reasonable amount of time prior to any sale
of the Registrable Securities;


 


(xiii)                         
provide
a CUSIP number for all Registrable Securities, not later than the applicable
Effective Time;


 


(xiv)                        
enter
into one or more underwriting agreements in customary form, including customary
provisions relating to indemnification and contribution, and use its reasonable
best efforts to take such other actions, if any, in connection therewith as any
Electing Holders aggregating at least 20% in aggregate principal amount of the
Registrable Securities at the time outstanding shall reasonably request in
order to expedite or facilitate the disposition of such Registrable Securities;


 


(xv)                           
if
requested by the Majority Electing Holders or if the offering contemplated by
the Shelf Registration is an underwritten offering, use its reasonable best
efforts to (A) make such representations and warranties to the Electing
Holders and the underwriters, if any, thereof in form, substance and scope as
are customarily made in connection with an offering of debt securities pursuant
to any underwriting agreement; (B) obtain an opinion of counsel to the
Company in customary form subject to customary limitations, assumptions and
exclusions and covering such matters, of the type customarily covered by such
an opinion, as the managing underwriters, if any, or as any Electing Holders of
at least 20% in aggregate principal amount of the Registrable Securities at the
time outstanding may reasonably request, addressed to the Electing Holders and
the underwriters, if any, thereof and dated the effective date of such Shelf
Registration Statement (and if such Shelf Registration Statement contemplates
an underwritten offering of a part or all of the Registrable Securities, dated
the date of the


 


13

















 


closing under the underwriting agreement relating thereto);
(C) obtain a “cold comfort” letter or letters from the independent
certified public accountants of the Company addressed to the selling Electing
Holders or the underwriters, if any, thereof, dated (i) the effective date
of such Shelf Registration Statement and (ii) if such Shelf Registration
Statement contemplates an underwritten offering, dated the date of the closing
under the underwriting agreement relating thereto, such letter or letters to be
in customary form and covering such matters of the type customarily covered by
letters of such type, subject to receipt of appropriate documentation as
contemplated, and only if permitted, by Statement of Auditing Standards
No. 72; and (D) deliver such customary documents and certificates,
including officers” certificates, as may be reasonably requested by the
Majority Electing Holders and the managing underwriters, if any, thereof;


 


(xvi)                        
notify
in writing each holder of Registrable Securities of any proposal by the Company
to amend or waive any provision of this Exchange and Registration Rights
Agreement pursuant to Section 9(h) hereof and of any amendment or waiver
effected pursuant thereto, each of which notices shall contain the text of the
amendment or waiver proposed or effected, as the case may be;


 


(xvii)                     
in
the event that any broker-dealer registered under the Exchange Act shall
underwrite any Registrable Securities or participate as a member of an
underwriting syndicate (within the meaning of the Conduct Rules (the “Conduct
Rules”) of the National Association of Securities Dealers, Inc. (“NASD”) or any
successor thereto, as amended from time to time) thereof as an underwriter, use
reasonable best efforts to provide information to assist such broker-dealer in
complying with the requirements of such Conduct Rules; and


 


(xviii)                  
comply
in all material respects with all applicable rules and regulations of the
Commission, and make generally available to its securityholders as soon as
practicable but in any event not later than eighteen months after the effective
date of such Shelf Registration Statement, an earning statement of the Company
and its subsidiaries complying with Section 11(a) of the Securities Act
(including, at the option of the Company, Rule 158 thereunder).


 


(e)                                 
In
the event that the Company would be required, pursuant to
Section 3(d)(vii)(E) above, to notify the Electing Holders and the
managing underwriters, if any, thereof, the Company shall as soon as
practicable prepare and furnish to each of the Electing Holders and to each
such underwriter, if any, a reasonable number of copies of a prospectus
supplemented or amended so that, as thereafter delivered to purchasers of
Registrable Securities, such prospectus shall conform in all material respects
to the applicable requirements of the Securities Act and the rules and
regulations of the Commission thereunder and shall not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing.  Each broker-dealer and Electing
Holder agrees that upon receipt of any notice from the Company pursuant to
Section 3(c)(iii)(E) or Section 3(d)(vii)(E) hereof, such
broker-dealer or Electing Holder shall forthwith discontinue the disposition of
Registrable Securities pursuant to the Exchange Registration Statement or Shelf
Registration Statement applicable to such Registrable Securities until such
broker-dealer or Electing Holder shall have received copies of


 


14

















 


such amended or supplemented
prospectus, and if so directed by the Company, such broker-dealer or Electing
Holder shall deliver to the Company (at the Company’s expense) all copies,
other than permanent file copies, then in such broker-dealer’s or Electing
Holder’s possession of the prospectus covering such Registrable Securities at
the time of receipt of such notice.


 


(f)                                   
In
the event of a Shelf Registration, in addition to the information required to
be provided by each Electing Holder in its Notice and Questionnaire, the
Company may require such Electing Holder to furnish to the Company such
additional information regarding such Electing Holder and such Electing
Holder’s intended method of distribution of Registrable Securities as may be
required in order to comply with the Securities Act.  Each such Electing
Holder agrees to notify the Company as promptly as practicable of any
inaccuracy or change in information previously furnished by such Electing
Holder to the Company or of the occurrence of any event in either case as a
result of which any prospectus relating to such Shelf Registration contains or
would contain an untrue statement of a material fact regarding such Electing
Holder or such Electing Holder’s intended method of disposition of such
Registrable Securities or omits to state any material fact regarding such
Electing Holder or such Electing Holder’s intended method of disposition of
such Registrable Securities required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances then
existing, and promptly to furnish to the Company any additional information
required to correct and update any previously furnished information or required
so that such prospectus shall not contain, with respect to such Electing Holder
or the disposition of such Registrable Securities, an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing.


 


4.                                      
Registration Expenses.


 


The Company agrees to
bear and to pay or cause to be paid promptly all expenses incident to the Company’s
performance of or compliance with this Exchange and Registration Rights
Agreement, including (a) all Commission and any NASD registration, filing
and review fees and expenses including the reasonable fees and disbursements of
counsel for the underwriters, if any, in connection with such registration,
filing and review, (b) all fees and expenses in connection with the
qualification of the Securities for offering and sale under the State
securities and blue sky laws referred to in Section 3(d)(xi) hereof and
determination of their eligibility for investment under the laws of such
jurisdictions as any managing underwriters or the Electing Holders may
reasonably designate, including the reasonable fees and disbursements of
counsel for the Electing Holders or underwriters in connection with such
qualification and determination, (c) all expenses relating to the
preparation, printing, production, distribution and reproduction of each
registration statement required to be filed hereunder, each prospectus included
therein or prepared for distribution pursuant hereto, each amendment or
supplement to the foregoing, the expenses of preparing the Securities for
delivery and the expenses of printing or producing any underwriting agreements,
agreements among underwriters, selling agreements and blue sky or legal
investment memoranda and all other documents in connection with the offering,
sale or delivery of Securities to be disposed of (including certificates
representing the Securities), (d) messenger, telephone and delivery
expenses relating to the offering, sale or delivery of Securities and the
preparation of documents referred in clause (c) above, (e) reasonable fees
and expenses of the Trustee under the Indenture, any agent of the Trustee and


 


15

















 


any counsel for the Trustee and of any collateral
agent or custodian, (f) internal expenses (including all salaries and
expenses of the Company’s officers and employees performing legal or accounting
duties), (g) fees, disbursements and expenses of counsel of the Company
and independent certified public accountants of the Company (including the
expenses of any opinions or “cold comfort” letters required by or incident to
such performance and compliance), (h) reasonable fees, disbursements and
expenses of any “qualified independent underwriter” engaged pursuant to
Section 3(d)(xvii) hereof, (i) the reasonable fees, disbursements and
expenses of one counsel for the Electing Holders retained in connection with a
Shelf Registration, as selected by the Electing Holders of at least a majority
in aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Company),
(j) any fees charged by securities rating services for rating the
Securities, and (k) fees, expenses and disbursements of any other persons,
including special experts, retained by the Company in connection with such
registration (collectively, the “Registration Expenses”).  To the extent
that any Registration Expenses are incurred, assumed or paid by any holder of
Registrable Securities or any placement or sales agent therefor or underwriter
thereof, the Company shall reimburse such person for the full amount of the
Registration Expenses so incurred, assumed or paid promptly after receipt of a
request therefor.  Notwithstanding the foregoing, the holders of the
Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such holders (severally or jointly),
other than the counsel and experts specifically referred to above.


 


5.                                      
[Intentionally
Omitted.]


 


6.                                      
Indemnification.


 


(a)                                 
Indemnification by the Company.  The Company
will indemnify and hold harmless each of the broker-dealers whose Registrable
Securities are included in an Exchange Registration Statement and each of the
Electing Holders of Registrable Securities included in a Shelf Registration
Statement against any losses, claims, damages or liabilities, joint or several,
to which such broker-dealer or Electing Holder may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
any Exchange Registration Statement or Shelf Registration Statement, as the
case may be, under which such Registrable Securities were registered under the
Securities Act, or any preliminary, final or summary prospectus contained
therein or furnished by the Company to any such broker-dealer or Electing
Holder, or any amendment 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 not
misleading, and will reimburse such broker-dealer or Electing Holder for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that (i) the Company shall not be liable to
any such person in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such
registration statement, or preliminary, final or summary prospectus, or
amendment or supplement thereto, in reliance upon and in conformity with
written information furnished to the


 


16

















 


Company by such person expressly
for use therein and (ii) with respect to any untrue statement or alleged
untrue statement or omission or alleged omission made in a Shelf Registration
Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration Statement, the
indemnity agreement contained in this Section 6(a) will not inure to the
benefit of any broker-dealer or Electing Holder from whom the person asserting
any such loss, claim, damage or liability purchased the Registrable Securities
purchased concerned, to the extent that at the time of such purchase such
broker-dealer or Electing Holder had received timely written advice from the
Company prior to such purchase that the use of such prospectus, amendment,
supplement or preliminary prospectus was suspended as provided in
Section 3(e).


 


(b)                                
Indemnification by the Holders.  The Company
may require, as a condition to including any Registrable Securities in any
registration statement filed pursuant to Section 2(b) hereof, that the
Company shall have received an undertaking reasonably satisfactory to it from
the Electing Holder of such Registrable Securities, severally and not jointly,
to (i) indemnify and hold harmless the Company and all other holders of
Registrable Securities, against any losses, claims, damages or liabilities to
which the Company or such other holders of Registrable Securities may become
subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact
contained in such registration statement, or any preliminary, final or summary
prospectus contained therein or furnished by the Company to any such Electing
Holder, or any amendment 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 not
misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information furnished
to the Company by such Electing Holder expressly for use therein, and
(ii) reimburse the Company for any legal or other expenses reasonably
incurred by the Company in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that no such
Electing Holder shall be required to undertake liability to any person under
this Section 6(b) for any amounts in excess of the dollar amount of the proceeds
to be received by such Electing Holder from the sale of such Electing Holder’s
Registrable Securities pursuant to such registration.


 


(c)                                 
Notices of Claims, Etc.  Promptly after receipt by
an indemnified party under subsection (a) or (b) above of written notice
of the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against an indemnifying party pursuant to the
indemnification provisions of or contemplated by this Section 6, notify
such indemnifying party in writing of the commencement of such action; but the
omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under the
indemnification provisions of or contemplated by Section 6(a) or 6(b)
hereof.  In case any such action shall be brought against any indemnified
party and it shall notify an indemnifying party of the commencement thereof,
such indemnifying party shall be entitled to participate therein and, to the
extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory
to such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and, after notice
from the indemnifying


 


17

















 


party to such indemnified party of
its election so to assume the defense thereof, such indemnifying party shall
not be liable to such indemnified party for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation.  No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment
(i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim 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 any indemnified party.


 


(d)                                
Contribution.  If for any reason the
indemnification provisions contemplated by Section 6(a) or
Section 6(b) are unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative fault of
the indemnifying party and the indemnified party in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations.  The relative fault of such indemnifying party
and indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The parties hereto agree that it would not be
just and equitable if contributions pursuant to this Section 6(d) were
determined by pro rata allocation (even if the holders or any agents or
underwriters or all of them 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 this Section 6(d).  The amount paid or
payable by an indemnified party as a result of the losses, claims, damages, or
liabilities (or actions in respect thereof) referred to above shall be deemed
to include any legal or other fees or expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim.  Notwithstanding the provisions of this Section 6(d), no
holder shall be required to contribute any amount in excess of the amount by
which the dollar amount of the proceeds received by such holder from the sale
of any Registrable Securities (after deducting any fees, discounts and
commissions applicable thereto) exceeds the amount of any damages which such
holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.  The holders’ and any
underwriters’ obligations in this Section 6(d) to contribute shall be
several in proportion to the principal amount of Registrable Securities
registered or underwritten, as the case may be, by them and not joint.


 


18

















 


(e)                                 
The
obligations of the Company under this Section 6 shall be in addition to
any liability which the Company may otherwise have and shall extend, upon the
same terms and conditions, to each officer, director and partner of each holder
and each person, if any, who controls any holder within the meaning of the Securities
Act; and the obligations of the holders contemplated by this Section 6
shall be in addition to any liability which the respective holder may otherwise
have and shall extend, upon the same terms and conditions, to each officer and
director of the Company (including any person who, with his consent, is named
in any registration statement as about to become a director of the Company) and
to each person, if any, who controls the Company within the meaning of the
Securities Act.


 


7.                                      
Underwritten Offerings.


 


(a)                                 
Selection of Underwriters.  If any of the Registrable
Securities covered by the Shelf Registration are to be sold pursuant to an
underwritten offering, the managing underwriter or underwriters thereof shall
be designated by Electing Holders holding at least a majority in aggregate
principal amount of the Registrable Securities to be included in such offering,
subject to the consent of the Company (which shall not be unreasonably withheld
or delayed) and such Electing Holders shall be responsible for all underwriting
discounts and commissions in connection therewith.


 


(b)                                
Participation by Holders.  Each holder of Registrable
Securities hereby agrees with each other such holder that no such holder may
participate in any underwritten offering hereunder unless such holder
(i) agrees to sell such holder’s Registrable Securities on the basis
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.                                      
Rule 144.


 


The Company covenants to
the holders of Registrable Securities that to the extent it shall be required
to do so under the Exchange Act, the Company shall timely file the reports
required to be filed by it under the Exchange Act or the Securities Act
(including the reports under Section 13 and 15(d) of the Exchange Act
referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under
the Securities Act) and the rules and regulations adopted by the Commission
thereunder, and shall take such further action as any holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such holder to sell Registrable Securities without registration under
the Securities Act within the limitations of the exemption provided by Rule 144
under the Securities Act, as such Rule may be amended from time to time, or any
similar or successor rule or regulation hereafter adopted by the
Commission.  Upon the request of any holder of Registrable Securities in
connection with that holder’s sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.  The Company will be deemed to have satisfied the
foregoing requirements if either of the Company’s parents, CDRV Holdings, Inc.
or CDRV Investors, Inc. files such reports and takes such actions of the types
otherwise so required, in each case within the applicable time periods.


 


19

















 


9.                                      
Miscellaneous.


 


(a)                                 
No Inconsistent Agreements.  The Company represents,
warrants, covenants and agrees that it has not granted, and shall not grant, registration
rights with respect to Registrable Securities or any other securities which
would be inconsistent with the terms contained in this Exchange and
Registration Rights Agreement.


 


(b)                                
Specific Performance.  The parties hereto
acknowledge that there would be no adequate remedy at law if the Company fails
to perform any of its obligations hereunder and that the Purchasers and the
holders from time to time of the Registrable Securities may be irreparably
harmed by any such failure, and accordingly agree that the Purchasers and such
holders, in addition to any other remedy to which they may be entitled at law
or in equity, shall be entitled to compel specific performance of the
obligations of the Company under this Exchange and Registration Rights
Agreement in accordance with the terms and conditions of this Exchange and
Registration Rights Agreement, in any court of the United States or any State
thereof having jurisdiction.


 


(c)                                 
Notices.  All notices, requests,
claims, demands, waivers and other communications hereunder shall be in writing
and shall be deemed to have been duly given when delivered by hand, if
delivered personally or by courier, or three days after being deposited in the mail
(registered or certified mail, postage prepaid, return receipt requested) as
follows:  If to the Company, to it at 1310 Goshen Parkway, P.O. Box 2656,
West Chester, Pennsylvania 19380, Attention:  Secretary, with a copy to
David A. Brittenham, Esq., Debevoise & Plimpton LLP, 919 Third Avenue, New
York, New York 10022, and if to a holder, to the address of such holder set
forth in the security register or other records of the Company, or to such
other address as the Company or any such holder may have furnished to the other
in writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.


 


(d)                                
Parties in Interest.  All the terms and
provisions of this Exchange and Registration Rights Agreement shall be binding
upon, shall inure to the benefit of and shall be enforceable by the parties
hereto and the holders from time to time of the Registrable Securities and the
respective successors and assigns of the parties hereto and such holders. 
In the event that any transferee of any holder of Registrable Securities shall
acquire Registrable Securities, in any manner, whether by gift, bequest,
purchase, operation of law or otherwise, such transferee shall, without any
further writing or action of any kind, be deemed a beneficiary hereof for all
purposes and such Registrable Securities shall be held subject to all of the
terms of this Exchange and Registration Rights Agreement, and by taking and
holding such Registrable Securities such transferee shall be entitled to
receive the benefits of, and be conclusively deemed to have agreed to be bound
by all of the applicable terms and provisions of this Exchange and Registration
Rights Agreement.  If the Company shall so request, any such successor,
assign or transferee shall agree in writing to acquire and hold the Registrable
Securities subject to all of the applicable terms hereof.


 


(e)                                 
Survival.  The respective indemnities,
agreements, representations, warranties and each other provision set forth in
this Exchange and Registration Rights Agreement or made pursuant hereto shall
remain in full force and effect regardless of any investigation (or statement
as to the results thereof) made by or on behalf of any holder of


 


20

















 


Registrable Securities, any
director, officer or partner of such holder, any agent or underwriter or any
director, officer or partner thereof, or any controlling person of any of the
foregoing, and shall survive delivery of and payment for the Registrable
Securities pursuant to the Purchase Agreement and the transfer and registration
of Registrable Securities by such holder and the consummation of an Exchange
Offer.


 


(f)                                   
Governing Law.  This Exchange and
Registration Rights Agreement shall be governed by and construed in accordance
with the laws of the State of New York.


 


(g)                                
Headings.  The descriptive headings of
the several Sections and paragraphs of this Exchange and Registration Rights
Agreement are inserted for convenience only, do not constitute a part of this
Exchange and Registration Rights Agreement and shall not affect in any way the
meaning or interpretation of this Exchange and Registration Rights Agreement.


 


(h)                                
Entire Agreement; Amendments.  This Exchange and
Registration Rights Agreement and the other writings referred to herein
(including the Indenture and the form of Securities) or delivered pursuant
hereto which form a part hereof contain the entire understanding of the parties
with respect to its subject matter.  This Exchange and Registration Rights
Agreement supersedes all prior agreements and understandings between the parties
with respect to its subject matter.  This Exchange and Registration Rights
Agreement may be amended and the observance of any term of this Exchange and
Registration Rights Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively) only by a
written instrument duly executed by the Company and the holders of at least a
majority in aggregate principal amount of the Registrable Securities at the
time outstanding.  Each holder of any Registrable Securities at the time
or thereafter outstanding shall be bound by any amendment or waiver effected
pursuant to this Section 9(h), whether or not any notice, writing or
marking indicating such amendment or waiver appears on such Registrable
Securities or is delivered to such holder.


 


(i)                                    
Counterparts.  This agreement may be
executed by the parties in counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall together constitute one
and the same instrument.


 


If the foregoing is in
accordance with your understanding, please sign and return to us six
counterparts hereof, and upon the acceptance hereof by you, on behalf of each
of the Purchasers, this letter and such acceptance hereof shall constitute a
binding agreement between each of the Purchasers and the Company.  It is
understood that your acceptance of this letter on behalf of each of the
Purchasers is pursuant to the authority set forth in a form of Agreement among
Purchasers, the form of which shall be submitted to the Company for examination
upon request, but without warranty on your part as to the authority of the
signers thereof.


 


 


[Signature Pages
Follow]


 


21

















 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CDRV Acquisition
  Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GEORGE K. JAQUETTE

  	
   

  
	
   

  	
   

  	
  Name:  George K.
  Jaquette

  
	
   

  	
   

  	
  Title:  Vice
  President and Treasurer

  



 

















 


	
  Accepted as of the date
  hereof:

  	
   

  
	
   

  	
   

  
	
  DEUTSCHE BANK
  SECURITIES INC.

  	
   

  
	
  CITIGROUP GLOBAL
  MARKETS INC.

  	
   

  
	
  BANC OF AMERICA
  SECURITIES LLC

  	
   

  
	
  BNP PARIBAS SECURITIES
  CORP.

  	
   

  
	
  BARCLAYS CAPITAL INC.

  	
   

  
	
  PNC CAPITAL MARKETS,
  INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ DAVID S. BAILEY

  	
   

  	
   

  
	
   

  	
  (Deutsche Bank
  Securities Inc.)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ MARK FEDERICK

  	
   

  	
   

  
	
   

  	
  (Deutsche Bank
  Securities Inc.)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  On behalf of each of
  the Purchasers

  	
   

  



 


 


[Senior
Subordinated Notes Exchange and Registration Rights Agreement]


 

















 


Exhibit A


 


VWR International,
Inc.


 


 


INSTRUCTION TO DTC
PARTICIPANTS


 


 


(Date of Mailing)


 


 


URGENT - IMMEDIATE
ATTENTION REQUESTED


 


 


DEADLINE FOR
RESPONSE:  [DATE](a)


 


The Depository Trust Company (“DTC”) has identified
you as a DTC Participant through which beneficial interests in the VWR
International, Inc. (the “Company”) 8% Senior Subordinated Notes due 2014 (the
“Securities”) are held.


 


The Company is in the process of registering the
Securities under the Securities Act of 1933 for resale by the beneficial owners
thereof.  In order to have their Securities included in the registration
statement, beneficial owners must complete and return the enclosed Notice of
Registration Statement and Selling Securityholder Questionnaire.


 


It is important that
beneficial owners of the Securities receive a copy of the enclosed materials as
soon as possible
as their rights to have the Securities included in the registration statement
depend upon their returning the Notice and Questionnaire by [Deadline For
Response].  Please forward a copy of the enclosed documents to each
beneficial owner that holds interests in the Securities through you.  If
you require more copies of the enclosed materials or have any questions
pertaining to this matter, please contact VWR International, Inc., 1310 Goshen
Parkway, P.O. Box 2656, West Chester, Pennsylvania 19380, Attention:  Secretary,
(610) 431-1700.


 






(a)                       
Not less than 28
calendar days from date of mailing.


 


A-1

















 


VWR International,
Inc.


 


 


Notice of
Registration Statement 

and

Selling Securityholder Questionnaire


 


 


(Date)


 


Reference is hereby made to the Exchange and
Registration Rights Agreement (the “Exchange and Registration Rights
Agreement”) between VWR International, Inc. (the “Company”) and the Purchasers
named therein.  Pursuant to the Exchange and Registration Rights
Agreement, the Company has filed with the United States Securities and Exchange
Commission (the “Commission”) a registration statement on Form
[    ] (the “Shelf Registration Statement”) for the
registration and resale under Rule 415 of the Securities Act of 1933, as
amended (the “Securities Act”), of the Company’s 8% Senior Subordinated Notes
due 2014 (the “Securities”).  A copy of the Exchange and Registration
Rights Agreement is attached hereto.  All capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Exchange and
Registration Rights Agreement.


 


Each beneficial owner of Registrable Securities (as
defined below) is entitled to have the Registrable Securities beneficially
owned by it included in the Shelf Registration Statement.  In order to
have Registrable Securities included in the Shelf Registration Statement, this
Notice of Registration Statement and Selling Securityholder Questionnaire
(“Notice and Questionnaire”) must be completed, executed and delivered to the
Company’s counsel at the address set forth herein for receipt ON OR BEFORE
[Deadline for Response].  Beneficial owners of Registrable Securities who
do not complete, execute and return this Notice and Questionnaire by such date
(i) will not be named as selling securityholders in the Shelf Registration
Statement and (ii) may not use the Prospectus forming a part thereof for
resales of Registrable Securities.


 


Certain legal consequences arise from being named as a
selling securityholder in the Shelf Registration Statement and related
Prospectus.  Accordingly, holders and beneficial owners of Registrable
Securities are advised to consult their own securities law counsel regarding
the consequences of being named or not being named as a selling securityholder
in the Shelf Registration Statement and related Prospectus.


 


The term “Registrable Securities” is defined in
the Exchange and Registration Rights Agreement.


 


A-2

















 


ELECTION


 


The undersigned holder (the “Selling Securityholder”)
of Registrable Securities hereby elects to include in the Shelf Registration
Statement the Registrable Securities beneficially owned by it and listed below
in Item (3).  The undersigned, by signing and returning this Notice and
Questionnaire, agrees to be bound with respect to such Registrable Securities
by the terms and conditions of this Notice and Questionnaire and the Exchange
and Registration Rights Agreement, including, without limitation, Section 6
of the Exchange and Registration Rights Agreement, as if the undersigned
Selling Securityholder were an original party thereto.


 


Upon any sale of Registrable Securities pursuant to
the Shelf Registration Statement, the Selling Securityholder will be required
to deliver to the Company and Trustee the Notice of Transfer set forth in
Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration
Rights Agreement.


 


The Selling Securityholder hereby provides the
following information to the Company and represents and warrants that such
information is accurate and complete:


 


A-3

















 


QUESTIONNAIRE


 


(1)                                 
(a)                                 
Full Legal Name of
Selling Securityholder:


 


(b)                                
Full Legal Name of
Registered Holder (if not the same as in (a) above) of Registrable Securities
Listed in Item (3) below:


 


(c)                                 
Full Legal Name of
DTC Participant (if applicable and if not the same as (b) above) Through Which
Registrable Securities Listed in Item (3) below are Held:


 


(2)                                 
Address for Notices
to Selling Securityholder:


 


 


 


Telephone:


 


Fax:


 


Contact Person:


 


(3)                                 
Beneficial Ownership
of Securities:


 


Except as set forth below in this Item (3), the
undersigned does not beneficially own any Securities.


 


(a)                                 
Principal amount of
Registrable Securities beneficially owned:

CUSIP No(s). of such Registrable Securities:


(b)                                
Principal amount of
Securities other than Registrable Securities beneficially owned:

CUSIP No(s). of such other Securities:


(c)                                 
Principal amount of
Registrable Securities which the undersigned wishes to be included

in the Shelf Registration Statement:

CUSIP No(s). of such Registrable Securities to be included in the Shelf
Registration Statement:


 


(4)                                 
Beneficial Ownership
of Other Securities of the Company:


 


Except as set forth below in this Item (4), the
undersigned Selling Securityholder is not the beneficial or registered owner of
any other securities of the Company, other than the Securities listed above in
Item (3).


 


State any exceptions here:


 


A-4

















 


(5)                                 
Relationships with
the Company:


 


Except as set forth below, neither the Selling
Securityholder nor any of its affiliates, officers, directors or principal
equity holders (5% or more) has held any position or office or has had any
other material relationship with the Company (or its predecessors or
affiliates) during the past three years.


 


State any exceptions here:


 


(6)                                 
Plan of Distribution:


 


Except as set forth below, the undersigned Selling
Securityholder intends to distribute the Registrable Securities listed above in
Item (3) only as follows (if at all):  Such Registrable Securities may be
sold from time to time directly by the undersigned Selling Securityholder or,
alternatively, through underwriters, broker-dealers or agents.  Such
Registrable Securities may be sold in one or more transactions at fixed prices,
at prevailing market prices at the time of sale, at varying prices determined
at the time of sale, or at negotiated prices.  Such sales may be effected
in transactions (which may involve crosses or block transactions) (i) on
any national securities exchange or quotation service on which the Registered
Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such
exchanges or services or in the over-the-counter market, or (iv) through
the writing of options.  In connection with sales of the Registrable
Securities or otherwise, the Selling Securityholder may enter into hedging
transactions with broker-dealers, which may in turn engage in short sales of
the Registrable Securities in the course of hedging the positions they
assume.  The Selling Securityholder may also sell Registrable Securities
short and deliver Registrable Securities to close out such short positions, or
loan or pledge Registrable Securities to broker-dealers that in turn may sell
such securities.


 


State any exceptions here:


 


By signing below, the Selling Securityholder
acknowledges that it understands its obligation to comply, and agrees that it
will comply, with the provisions of the Exchange Act and the rules and
regulations thereunder, particularly Regulation M.


 


In the event that the Selling Securityholder transfers
all or any portion of the Registrable Securities listed in Item (3) above after
the date on which such information is provided to the Company, the Selling
Securityholder agrees to notify the transferee(s) at the time of the transfer
of its rights and obligations under this Notice and Questionnaire and the
Exchange and Registration Rights Agreement.


 


By signing below, the Selling Securityholder consents
to the disclosure of the information contained herein in its answers to Items
(1) through (6) above and the inclusion of such information in the Shelf
Registration Statement and related Prospectus.  The Selling Securityholder
understands that such information will be relied upon by the Company in
connection with the preparation of the Shelf Registration Statement and related
Prospectus.


 


In accordance with the Selling Securityholder’s
obligation under Section 3(d) of the Exchange and Registration Rights
Agreement to provide such information as may be required by law for inclusion
in the Shelf Registration Statement, the Selling Securityholder agrees to
promptly notify the Company of any inaccuracies or changes in the information
provided herein which may occur subsequent to the date hereof at any time while
the Shelf Registration Statement remains in effect.  All notices hereunder
and


 


A-5

















 


pursuant to the Exchange and Registration Rights
Agreement shall be made in writing, by hand-delivery, first-class mail, or air
courier guaranteeing overnight delivery as follows:


 


(i)                                   
To the Company:


 


VWR International, Inc.

1310 Goshen Parkway, P.O. Box 2656 

West Chester, Pennsylvania 19380

Attention:  Secretary


 


(ii)                               
With a copy to:


 


David A. Brittenham, Esq. 

Debevoise & Plimpton LLP 

919 Third Avenue

New York, New York 10022


 


Once this Notice and Questionnaire is executed by the
Selling Securityholder and received by the Company’s counsel, the terms of this
Notice and Questionnaire, and the representations and warranties contained
herein, shall be binding on, shall inure to the benefit of and shall be
enforceable by the respective successors, heirs, personal representatives, and
assigns of the Company and the Selling Securityholder (with respect to the
Registrable Securities beneficially owned by such Selling Securityholder and
listed in Item (3) above).  This Agreement shall be governed in all
respects by the laws of the State of New York.


 


IN WITNESS WHEREOF, the undersigned, by authority duly
given, has caused this Notice and Questionnaire to be executed and delivered
either in person or by its duly authorized agent.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Selling Securityholder

  
	
   

  	
  (Print/type full legal
  name of beneficial owner of Registrable Securities)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-6

















 


PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND
QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY’S
COUNSEL AT:


 


David A. Brittenham, Esq. 

Debevoise & Plimpton LLP 

919 Third Avenue

New York, New York 10022


 


A-7

















 


Exhibit B


 


NOTICE OF TRANSFER
PURSUANT TO REGISTRATION STATEMENT


 


Wells Fargo Bank, National Association

VWR International, Inc.

c/o Wells Fargo Bank, National Association 

213 Court Street, Suite 703

Middletown, Connecticut 06457


 


Attention:  Trust Officer


 


Re:                              
VWR International,
Inc. (the “Company”)

8% Senior Subordinated Notes due 2014


 


Dear Sirs:


 


Please be advised that
                     
has transferred
$                     
aggregate principal amount of the above-referenced Notes pursuant to an effective
Registration Statement on Form [       ]
(File No. 333-) filed by the Company.


 


We hereby certify that the prospectus delivery
requirements, if any, of the Securities Act of 1933, as amended, have been
satisfied and that the above-named beneficial owner of the Notes is named as a
“Selling Holder” in the Prospectus dated [date] or in supplements thereto, and
that the aggregate principal amount of the Notes transferred are the Notes
listed in such Prospectus opposite such owner’s name.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Name)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  (Authorized Signature)

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-1