EXHIBIT
4(d)


 


BEMIS COMPANY, INC.


 


4.875% Notes Due
2012


 


REGISTRATION RIGHTS
AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT dated March 17, 2005 (the “Agreement”) is
entered into by and among Bemis Company, Inc., a Missouri corporation (the “Company”), and Wachovia Capital Markets, LLC and J.P.
Morgan Securities Inc., as representatives of the Initial Purchasers
listed on Schedule 1 to the Purchase Agreement referred to below (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”).


 


The Company and the
Initial Purchasers are parties to the Purchase Agreement dated March 14, 2005
(the “Purchase Agreement”), which provides
for the sale by the Company to the Initial Purchasers of $300,000,000 aggregate
principal amount of the Company’s 4.875% Notes Due 2012 (the “Securities”).  As an
inducement to the Initial Purchasers to enter into the Purchase Agreement, the
Company has agreed to provide to the Initial Purchasers and their direct and
indirect transferees the registration rights set forth in this Agreement.  The execution and delivery of this Agreement
is a condition to the closing under the Purchase Agreement.


 


In consideration of the
foregoing, the parties hereto agree as follows:


 


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


 


“Business Day”
shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City or Minneapolis, Minnesota are authorized or
required by law to remain closed.


 


“Closing
Date” shall mean the Closing Date as defined in the Purchase
Agreement.


 


“Company”
shall have the meaning set forth in the preamble and shall also include the
Company’s successors.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as
amended from time to time.


 


“Exchange
Dates” shall have the meaning set forth in Section 2(b)(ii)
hereof.


 


“Exchange Offer”
shall mean the exchange offer by the Company of Exchange Securities for
Registrable Securities pursuant to Section 2(a)-(e) hereof.


 





















 


“Exchange
Offer Registration” shall mean a registration under the
Securities Act effected pursuant to Section 2(a)-(e) hereof.


 


“Exchange
Offer Registration Statement” shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form) and all amendments and supplements to such registration statement, in
each case including the Prospectus contained therein, all exhibits thereto and
any document incorporated by reference therein.


 


“Exchange
Securities” shall mean notes issued by the Company under the
Indenture containing terms identical to the Securities (except that the
Exchange Securities will not be subject to restrictions on transfer or to any
increase in annual interest rate for failure to comply with this Agreement) and
to be offered to Holders of Securities in exchange for such Securities pursuant
to the Exchange Offer.


 


“Holders”
shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect
transferees who become owners of Registrable Securities under the Indenture;
provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holders”
shall include Participating Broker-Dealers.


 


“Indenture”
shall mean the Indenture dated June 5, 1995 between the Company and U.S. Bank
National Association, as trustee, and as the same may be amended from time to
time in accordance with the terms thereof.


 


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


 


“Inspector”
shall have the meaning set forth in Section 3(a)(xiii) hereof.


 


“Majority
Holders” shall mean the Holders of a majority of the
aggregate principal amount of the outstanding Registrable Securities; provided
that whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, any Registrable Securities owned
directly or indirectly by the Company or any of its affiliates shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage or amount; and provided, further, that if the
Company shall issue any additional Securities under the Indenture prior to
consummation of the Exchange Offer or, if applicable, the effectiveness of any
Shelf Registration Statement, such additional Securities and the Registrable
Securities to which this Agreement relates shall be treated together as one
class for purposes of determining whether the consent or approval of Holders of
a specified percentage of Registrable Securities has been obtained.


 


“Participating
Broker-Dealers” shall have the meaning set forth in Section
4(a) hereof.


 


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“Person”
shall mean an individual, partnership, limited liability company, corporation, trust
or unincorporated organization, or a government or agency or political
subdivision thereof.


 


“Prospectus”
shall mean the prospectus included in a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by
any prospectus supplement, including a prospectus supplement with respect to
the terms of the offering of any portion of the Registrable Securities covered
by a Shelf Registration Statement, and by all other amendments and supplements
to such prospectus, and in each case including any document incorporated by
reference therein.


 


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


 


“Registrable
Securities” shall mean the Securities; provided that the
Securities shall cease to be Registrable Securities (i) when a Registration
Statement with respect to such Securities has been declared effective under the
Securities Act and such Securities have been exchanged or disposed of pursuant
to such Registration Statement, (ii) when such Securities are eligible to be
sold pursuant to Rule 144(k) (or any similar provision then in force, but not
Rule 144A) under the Securities Act or (iii) when such Securities cease to be
outstanding.


 


“Registration
Default” shall have the meaning set forth in Section 2(k)
hereof.


 


“Registration
Expenses” shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. registration and filing fees; (ii) all fees and
expenses incurred in connection with compliance with state securities or blue
sky laws (including reasonable fees and disbursements of counsel for any
Underwriters or Holders in connection with blue sky qualification of any
Exchange Securities or Registrable Securities); (iii) all expenses of any
Persons in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus and any amendments or
supplements thereto, any underwriting agreements, securities sales agreements
or other similar agreements and any other documents relating to the performance
of and compliance with this Agreement; (iv) all rating agency fees; (v) all
fees and disbursements relating to the qualification of the Indenture under
applicable securities laws; (vi) the fees and disbursements of the Trustee and
its counsel; (vii) the reasonable fees and disbursements of counsel for the
Company and, in the case of a Shelf Registration Statement, the fees and
disbursements of one counsel for the Holders (which counsel shall be selected
by the Majority Holders and which counsel may also be counsel for the Initial
Purchasers); and (viii) the fees and disbursements of the independent public
accountants of the Company, including the expenses of any special audits or “comfort”
letters required by or incident to the performance of and compliance with this
Agreement, but excluding fees and expenses of counsel to the Underwriters
(other than fees and expenses set forth in clause (ii) above) or the Holders
(other than fees and disbursements set forth in clause (vii) above in the case
of a Shelf Registration) and underwriting 


 


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discounts and commissions,
brokerage commissions and transfer taxes, if any, relating to the sale or
disposition of Registrable Securities by a Holder.


 


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


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from
time to time.


 


“Shelf
Effectiveness Period” shall have the meaning set forth in
Section 2(g)(iii) hereof.


 


“Shelf
Registration” shall mean a registration effected pursuant to
Section 2(f)- (h) hereof.


 


“Shelf
Registration Statement” shall mean a “shelf” registration
statement of the Company that covers all or a portion of the Registrable
Securities (but no other securities unless approved by the Holders whose
Registrable Securities are to be covered by such Shelf Registration Statement)
on an appropriate form under Rule 415 under the Securities Act, or any similar
rule that may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and any
document incorporated by reference therein.


 


                “Staff” shall
mean the staff of the SEC.


 


“Trust
Indenture Act” shall mean the Trust Indenture Act of 1939, as
amended from time to time.


 


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


 


“Underwriter”
shall have the meaning set forth in Section 3(e) hereof.


 


“Underwritten
Offering” shall mean an offering in which Registrable
Securities are sold to an Underwriter for reoffering to the public.


 


2.             Registration
Under the Securities Act.  (a) To the
extent not prohibited by any applicable law or applicable interpretations of
the Staff, the Company shall (i) prepare and file within 90 days after the date
that the Securities are first issued an


 


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 Exchange Offer Registration Statement covering
an offer to the Holders to exchange all the Registrable Securities for Exchange
Securities and (ii) use its reasonable best efforts to cause the Exchange Offer
Registration Statement to become effective under the Securities Act within 150
days after the Securities are first issued.


 


(b)           Promptly
upon the effectiveness of the Exchange Offer Registration Statement, the
Company shall commence the Exchange Offer and use its reasonable best efforts
to complete the Exchange Offer no later than 180 days after the Securities are
first issued.  The Company shall use its
reasonable best efforts to keep the Exchange Offer open for a period of not
less than 20 Business Days (or longer, if required by applicable law) after the
date on which the notice of the Exchange Offer is mailed to Holders of the
Securities and to cause the Exchange Offer Registration Statement to remain
continuously effective under the Securities Act, supplemented and amended as
required by the Securities Act until the closing of the Exchange Offer.  The Company shall commence the Exchange Offer
by mailing the related Prospectus, appropriate letters of transmittal and other
accompanying documents to each Holder stating, in addition to such other
disclosures as are required by applicable law, substantially the following:


 


(i)            that
the Exchange Offer is being made pursuant to this Agreement and that all
Registrable Securities validly tendered and not properly withdrawn will be
accepted for exchange;


 


(ii)           the
dates of acceptance for exchange (which shall be a period of at least 20
Business Days from the date such notice is mailed) (the “Exchange
Dates”);


 


(iii)          that
any Registrable Security not tendered will remain outstanding and continue to
accrue interest but will not retain any rights under this Agreement;


 


(iv)          that
any Holder electing to have a Registrable Security exchanged pursuant to the
Exchange Offer will be required to surrender such Registrable Security,
together with the appropriate letters of transmittal, to the institution and at
the address (located in the Borough of Manhattan, The City of New York) and in
the manner specified in the notice, prior to the close of business on the last
Exchange Date; and


 


(v)           that
any Holder will be entitled to withdraw its election, not later than the close
of business on the last Exchange Date, by sending to the institution and at the
address (located in the Borough of Manhattan, The City of New York) specified
in the notice, a telegram, telex, facsimile transmission or letter setting
forth the name of such Holder, the principal amount of Registrable Securities
delivered for exchange and a statement that such Holder is withdrawing its
election to have such Securities exchanged.


 


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(c)           As a condition to participating in the Exchange Offer, a
Holder will be required to represent to the Company that:


 


(i)            it is not an “affiliate” (within the meaning of
Rule 405 under the Securities Act) of the Company, or if it is an affiliate, it
will comply with the    registration and prospectus delivery requirements
of the Securities Act to the extent applicable;


 


(ii)           if it is not a broker-dealer, it is not engaged
in, and do not intend to engage in, the distribution of the Exchange
Securities; and


 


(iii)          if such Holder is a broker-dealer that will
receive Exchange Securities for its own account in exchange for Registrable
Securities that were acquired as a result of market-making or other trading
activities, then such Holder will deliver a Prospectus in connection with any
resale of such Exchange Securities;


 


(iv)          any Exchange Securities to be received by it will
be acquired in the ordinary course of its business;


 


(v)           at the time of the commencement of the Exchange
Offer, it has no arrangement or understanding with any Person to participate in
the distribution (within the meaning of the Securities Act) of the Exchange
Securities in violation of the provisions of the Securities Act;


 


(vi)          it is not acting on behalf of any person who
could not truthfully make the foregoing representations.


 


(d)           As
soon as practicable after the last Exchange Date, the Company shall:


 


(i)            accept
for exchange Registrable Securities or portions thereof validly tendered and
not properly withdrawn pursuant to the Exchange Offer; and


 


(ii)           deliver,
or cause to be delivered, to the Trustee for cancellation all Registrable
Securities or portions thereof so accepted for exchange by the Company and
issue, and cause the Trustee to promptly authenticate and deliver to each Holder,
Exchange Securities equal in principal amount to the principal amount of the
Registrable Securities surrendered by such Holder.


 


(e)           The
Company shall complete the Exchange Offer as provided above and shall comply
with the applicable requirements of the Securities Act, the Exchange Act and
other applicable laws and regulations in connection with the Exchange
Offer.  The Exchange Offer shall not be
subject to any conditions, other than that the Exchange Offer does not violate
any applicable law or applicable interpretations of the Staff.


 


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(f)            In
the event that (i) after the date the Securities are issued, there is a change
in law or applicable interpretations of the law by the Staff, and as a result,
the Company determines upon the advice of its outside counsel that it is not
permitted to effect the Exchange Offer as contemplated by this Agreement, (ii)
any Holder of the Securities is not eligible to participate in the Exchange
Offer, (iii) any Holder of the Securities participates in the Exchange Offer
but does not receive freely tradable Exchange Notes, (iv) the Exchange Offer
Registration Statement is not declared effective or the Exchange Offer is not
consummated prior to the dates specified in this Agreement, or (v) any Initial
Purchaser so requests with respect to Securities that are not eligible to be
exchanged for Exchange Securities in the Exchange offer and that are held by it
following consummation of the Exchange Offer, the Company is requested to do so
by any Initial Purchaser, the Company shall promptly file or cause to be filed
as soon as practicable after such determination, date or request, as the case
may be, a Shelf Registration Statement providing for the sale of all the
Registrable Securities by the Holders thereof and shall use its reasonable best
efforts to have such Shelf Registration Statement declared effective by the
SEC.


 


(g)           In
the event that the Company is required to file a Shelf Registration Statement,
the Company shall promptly file a Shelf Registration Statement with the SEC
after such obligation arises and thereafter use its reasonable best efforts to
cause the Shelf Registration Statement to be declared effective by the SEC as
promptly as reasonably practicable after filing, but no later than the 210 days
after the Securities are first issued; provided, however, that no Holder shall
be entitled to have the Securities held by it covered by such Shelf
Registration Statement unless such Holder agrees in writing to be bound by all of
the provisions of this Agreement applicable to such Holder. The Company shall
use its reasonable best efforts to keep the Shelf Registration Statement
continuously effective, supplemented and amended as required by the Securities
Act for a period of two years after the date the Shelf Registration Statement
is declared effective, or such shorter period that will terminate when all of
the Securities covered by the Shelf Registration Statement are sold thereunder
or are already freely tradable (“Shelf Effectiveness
Period”).


 


(h)           The
Company further agrees to supplement or amend the Shelf Registration Statement
and the related Prospectus if 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 by any other rules and
regulations thereunder for shelf registration or if reasonably requested by a
Holder of Registrable Securities with respect to information relating to such
Holder, and to use its reasonable best efforts to cause any such amendment to
become effective and such Shelf Registration Statement and Prospectus to become
usable as soon as thereafter practicable. 
The Company agrees to furnish to the Holders of Registrable Securities
copies of any such supplement or amendment promptly after it has being used or
filed with the SEC.


 


(i)            The
Company shall pay all Registration Expenses in connection with any registration
pursuant to Section 2(a)-(h) hereof. 
Each Holder shall pay all underwriting discounts and commissions,
brokerage commissions and transfer taxes, if any, relating to 


 


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the sale or disposition
of such Holder’s Registrable Securities pursuant to the Shelf Registration
Statement.


 


(j)            An
Exchange Offer Registration Statement pursuant to Section 2(a)-(e) hereof or a
Shelf Registration Statement pursuant to Section 2(f)-(h) hereof will not be
deemed to have become effective unless it has been declared effective by the
SEC.


 


(k)           If
(i) the Exchange Offer Registration Statement is not filed prior to the date
specified in Section 2(a)(i), (ii) the Exchange Offer Registration Statement or
the Shelf Registration Statement, as the case may be, is not declared effective
prior to the date specified in Section 2(a)(ii) or Section 2(g)(ii),
respectively, (iii) the Exchange Offer is not completed prior to the date
specified in Section 2(b), or (iv) the Shelf Registration Statement, if
required hereby, has been declared effective and thereafter either ceases to be
effective or the Prospectus contained therein ceases to be usable at any time
during the Shelf Effectiveness Period (each such event referred to in clauses
(i) through (iv), a “Registration Default”),
then the Company shall pay additional interest to each Holder of the Securities
equal to 0.25% per annum (in addition to the stated interest on the Securities)
during the first 90-day period immediately following the occurrence of each
Registration Default from and including the date on which any such Registration
Default shall occur to but excluding the date on which all such Registration
Defaults have been cured, which amount of additional interest shall increase by
an additional 0.25% per annum for each subsequent 90-day period that a Registration
Default remains uncured; however, in no event shall the rate of additional
interest exceed 0.50% per annum (“Additional Interest”);
provided that, notwithstanding Section 2(k)(iv) hereof, upon the
occurrence of an event contemplated by Section 3(a)(v)(5) or the happening of
any material pending corporate development or other similar event that, in the
reasonable discretion of the Company, makes it appropriate to suspend the
availability of the Shelf Registration Statement and use of the related Prospectus
or the disclosure of any such material non-public information would, in the
reasonable discretion of the Company, have a material adverse effect on the
Company and its subsidiaries taken as a whole, the Company shall have the right
to suspend the availability of the Shelf Registration Statement or the use of
the Prospectus contained therein, and any such suspensions will not constitute
a Registration Default so long as the aggregate period of any such suspension
shall not exceed 45 days in any 3-month period or an aggregate of 90 days in
any 12-month period.  Any Additional
Interest will accrue only for those days that a Registration Default occurs and
is continuing.  The Company shall notify
the Trustee and the paying agent under the Indenture immediately upon the
happening of each and every Registration Default and, to the extent the Company
is obligated to pay any Additional Interest, shall provide to the Trustee and
paying agent, at the applicable Record Date (as defined in the Indenture), a
computation of the Additional Interest due. 
All accrued Additional Interest will be paid to the Holders of the
Securities in the same manner as interest payments on the Securities, with
payments being made on the interest payment dates for the Securities.  Following the cure of all Registration
Defaults, no more Additional Interest will accrue. No Additional Interest will
accrue on any Securities if the Holder of such Securities was, at any time
while the Exchange Offer was pending, 


 


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eligible to exchange, but
did not validly tender, the Securities for exchange in the Exchange Offer.


 


(l)            Without
limiting the remedies available to the Initial Purchasers and the Holders, the
Company acknowledges that any failure by the Company to comply with its
obligations under Section 2(a)-(h) hereof may result in material irreparable
injury to the Initial Purchasers or the Holders 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 may obtain such relief as may be required to
specifically enforce the Company’s obligations under Section 2(a)-(h) hereof.


 


3.             Registration
Procedures.  (a) In connection with
its obligations pursuant to Section 2(a)-(h) hereof, the Company shall as
expeditiously as possible:


 


(i)            prepare
and file with the SEC a Registration Statement on the appropriate form under
the Securities Act, which form (x) shall be selected by the Company, (y) shall,
in the case of a Shelf Registration, be available for the sale of the
Registrable Securities by the Holders thereof, (z) shall comply as to form in
all material respects with the requirements of the applicable form and include
all financial statements required by the SEC to be filed therewith and (aa)
shall not, when it becomes effective, 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 ; and use its
reasonable best efforts to cause such Registration Statement to become
effective and remain effective for the applicable period in accordance with
Section 2 hereof;


 


(ii)           prepare
and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement
effective for the applicable period in accordance with Section 2 hereof and
cause each Prospectus to be supplemented by any required prospectus supplement
and, as so supplemented, to be filed pursuant to Rule 424 under the Securities
Act; and keep each Prospectus current during the period described in Section
4(3) of and Rule 174 under the Securities Act that is applicable to transactions
by brokers or dealers with respect to the Registrable Securities or Exchange
Securities;


 


(iii)          in
the case of a Shelf Registration, furnish to each Holder of Registrable
Securities that are covered by the Shelf Registration Statement, to counsel for
the Initial Purchasers, to counsel for such Holders and to each Underwriter of
an Underwritten Offering of Registrable Securities, if any, without charge, as
many copies of each Prospectus, including each preliminary Prospectus, and any
amendment or supplement thereto as any such person may reasonably request, in
order to facilitate the sale or other disposition of the Registrable Securities
thereunder; and the Company consents to the use of such Prospectus and any
amendment or supplement thereto in accordance with applicable law by each of
the Holders of Registrable Securities and any such Underwriters in connection
with the offering and sale of the Registrable Securities covered by and in the
manner described in such Prospectus or any amendment or supplement thereto in
accordance with applicable law;


 


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(iv)          use
its reasonable best efforts to register or qualify the Registrable Securities
or the Exchange Securities under all applicable state securities or blue sky
laws of such jurisdictions as any Holder of Registrable Securities covered by a
Registration Statement shall reasonably request in writing by the time the
applicable Registration Statement is declared effective by the SEC; cooperate
with such Holders in connection with any filings required to be made with the
National Association of Securities Dealers, Inc.; and do any and all other acts
and things that may be reasonably necessary or advisable to enable each Holder
to complete the disposition in each such jurisdiction of the Registrable
Securities owned by such Holder; provided that the Company shall not be
required to (1) qualify as a foreign corporation or other entity or as a dealer
in securities in any such jurisdiction where it would not otherwise be required
to so qualify, (2) file any general consent to service of process in any such
jurisdiction or (3) subject itself to taxation in any such jurisdiction if it
is not so subject;


 


(v)           notify
each Holder of Registrable Securities that are covered by a Registration
Statement, counsel for such Holders and counsel for the Initial Purchasers
promptly and, if requested by any such Holder or counsel, confirm such advice
in writing (which notice pursuant to clauses (2)-(6) hereof shall be
accompanied by an instruction to suspend the use of the Prospectus until the
Company shall have remedied the basis for such suspension) (1) when a
Registration Statement has become effective and when any post-effective
amendment thereto has been filed and becomes effective, (2) of any request by
the SEC or any state securities authority for amendments and supplements to a
Registration Statement and Prospectus or for additional information after the
Registration Statement has become effective, (3) of the issuance by the SEC or
any state securities authority of any stop order suspending the effectiveness
of a Registration Statement or the initiation of any proceedings for that
purpose, (4) if, between the effective date of a Registration Statement and the
closing of any sale of Registrable Securities covered thereby, the
representations and warranties of the Company contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any,
relating to an offering of such Registrable Securities cease to be true and
correct in all material respects or if the Company receives 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
such purpose, (5) of the happening of any event that requires any change in the
Registration Statement or the Prospectus so that, as of such date, the
statements therein are not misleading and do not omit to state a material fact
required to be stated therein or necessary to make the statements therein (in
the case of the Prospectus, in the light of the circumstances under which they
were made) not misleading and (6) of any determination by the Company that a
post-effective amendment to a Registration Statement would be appropriate;


 


(vi)          use
its reasonable best efforts to obtain the withdrawal of any order suspending
the effectiveness of a Registration Statement or the qualification of the
securities therein for sale in any jurisdiction at the earliest possible moment
and provide immediate notice to each Holder of the withdrawal of any such
order;


 


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(vii)         in
the case of a Shelf Registration, furnish to each Holder of Registrable
Securities, without charge, at least one conformed copy of each Registration
Statement and any post-effective amendment thereto (without any documents
incorporated therein by reference or exhibits thereto, unless requested);


 


(viii)        cooperate
with the Holders of Registrable Securities or Exchange Securities to facilitate
the timely preparation and delivery of certificates (or one or more global
certificates) representing Exchange Securities or Registrable Securities to be
sold and not bearing any restrictive legends and enable such Exchange Securities
or Registrable Securities to be issued in such denominations and registered in
such names (consistent with the provisions of the Indenture) as such Holders
may reasonably request;


 


(ix)           upon
the occurrence of any event contemplated by Section 3(a)(v)(2) through (6)
hereof, promptly prepare and file with the SEC a post-effective amendment to
such Registration Statement or an amendment or supplement to the related
Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to purchasers of the
Registrable Securities, such Prospectus will not contain an untrue statement of
a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; and the Company shall notify the Holders of Registrable
Securities to suspend use of the Prospectus as promptly as practicable after
the occurrence of such an event, and such Holders hereby agree to suspend use
of the Prospectus until the Company has amended or supplemented the Prospectus
to correct such misstatement or omission; in such circumstances, the period of
effectiveness of the Registration Statement shall each be extended by the
number of days from and including the date of the giving of a notice of
suspension to and including the date when the Initial Purchasers or the Holders
of Registrable Securities shall have received such amended or supplemented
Prospectus pursuant to this paragraph.


 


(x)            not
less than five Business Days prior to the initial filing with the SEC of any
Exchange Offer Registration Statement or any Shelf Registration Statement, and
thereafter a reasonable time prior to the filing of any amendment to such
Registration Statement, any Prospectus, or amendment or supplement to a
Prospectus or of any document that is to be incorporated by reference into a
Registration Statement or a Prospectus, provide copies of such documents to the
Initial Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, to the Holders of Registrable Securities and their counsel) and make
such of the representatives of the Company as shall be reasonably requested by
the Initial Purchasers or their counsel (and, in the case of a Shelf
Registration Statement, the Holders of Registrable Securities or their counsel)
available for discussion of such document; and the Company shall not file any
Registration Statement, any Prospectus, any amendment of or supplement to a
Registration Statement or a Prospectus, or any document that is to be
incorporated by reference into a Registration Statement or a Prospectus, of
which the Initial Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, the Holders of Registrable Securities and their
counsel) shall not have previously been advised and furnished a copy or to
which the Initial Purchasers or their counsel (and, in the case of a


 


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Shelf Registration
Statement, the Holders of Registrable Securities or their counsel) shall
reasonably object;


 


(xi)           obtain
a CUSIP number for all Exchange Securities or Registrable Securities, as the
case may be, not later than the effective date of a Registration Statement and
provide the Trustee with printed certificates (or one or more global
certificates) for such Exchange Securities or Registrable Securities, in a form
eligible for deposit with The Depository Trust Company;


 


(xii)          cause
the Indenture to be qualified under the Trust Indenture Act in connection with
the registration of the Exchange Securities or Registrable Securities, as the
case may be; cooperate with the Trustee and the Holders to effect such changes
to the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and execute, and use its
reasonable best efforts to cause the Trustee to execute, all documents as may
be required to effect such changes and all other forms and documents required
to be filed with the SEC to enable the Indenture to be so qualified in a timely
manner;


 


(xiii)         in
the case of a Shelf Registration, make available for inspection by a
representative of the Holders of the Registrable Securities (an “Inspector”), any Underwriter participating in any
disposition pursuant to such Shelf Registration Statement, any attorneys and
accountants designated by the Holders of Registrable Securities and any
attorneys and accountants designated by such Underwriter, at reasonable times
and in a reasonable manner, all pertinent financial and other records,
documents and properties of the Company, and cause the respective officers,
directors and employees of the Company to supply all information reasonably
requested by any such Inspector, Underwriter, attorney or accountant in
connection with a Shelf Registration Statement; provided that if any such
information is identified by the Company as being confidential or proprietary,
each Person receiving such information shall take such actions as are
reasonably necessary to protect the confidentiality of such information to the
extent such action is otherwise not inconsistent with, an impairment of or in
derogation of the rights and interests of any Inspector, Holder or Underwriter;


 


(xiv)        in
the case of a Shelf Registration, use its reasonable best efforts to cause all
Registrable Securities to be listed on any securities exchange or any automated
quotation system on which similar securities issued or guaranteed by the
Company are then listed if requested by the Majority Holders, to the extent
such Registrable Securities satisfy applicable listing requirements;


 


(xv)         if
reasonably requested by any Holder of Registrable Securities covered by a Shelf
Registration Statement, promptly include in a Prospectus supplement or
post-effective amendment such information with respect to such Holder as such
Holder reasonably requests to be included therein and make all required filings
of such Prospectus supplement or such post-effective amendment as soon as the
Company has received notification of the matters to be so included in such
filing;


 


12





















 


(xvi)        in
the case of a Shelf Registration, enter into such customary agreements and take
all such other actions in connection therewith (including those requested by
the Holders of a majority in principal amount of the Registrable Securities
being sold) in order to expedite or facilitate the disposition of such
Registrable Securities including, but not limited to, an Underwritten Offering and
in such connection, (1) to the extent possible, make such representations and
warranties to the Holders and any Underwriters of such Registrable Securities
with respect to the business of the Company and its subsidiaries and the
Registration Statement, Prospectus and documents incorporated by reference or
deemed incorporated by reference, if any, in each case, in form, substance and
scope as are customarily made by issuers to underwriters in underwritten
offerings and confirm the same if and when requested, (2) obtain opinions of
counsel to the Company (which counsel and opinions, in form, scope and
substance, shall be reasonably satisfactory to the Holders and such
Underwriters and their respective counsel) addressed to each selling Holder and
Underwriter of Registrable Securities, covering the matters customarily covered
in opinions requested in underwritten offerings, (3) obtain “comfort” letters
from the independent registered public accountants of the Company (and, if
necessary, any other independent registered public accountant of any subsidiary
of the Company, or of any business acquired by the Company for which financial
statements and financial data are or are required to be included in the
Registration Statement) addressed to each selling Holder and Underwriter of
Registrable Securities, such letters to be in customary form and covering
matters of the type customarily covered in “comfort” letters in connection with
underwritten offerings and (4) deliver such documents and certificates as may
be reasonably requested by the Holders of a majority in principal amount of the
Registrable Securities being sold or the Underwriters, and which are
customarily delivered in underwritten offerings, to evidence the continued
validity of the representations and warranties of the Company made pursuant to
clause (1) above and to evidence compliance with any customary conditions
contained in an underwriting agreement; and


 


(xvii)       use
its reasonable best efforts (i) if the Registrable Securities have been rated
prior to the initial sale of such Registrable Securities, to confirm such
ratings will apply to the Registrable Securities or the Exchange Securities, as
the case may be, covered by a Registration Statement; or (ii) if the
Registrable Securities were not previously rated, to cause the Registrable
Securities covered by a Registration Statement to be rated with at least one
nationally recognized statistical rating agency, if so requested by Majority
Holders with respect to the related Registration Statement or by any Initial
Purchaser.


 


(b)           In
the case of a Shelf Registration Statement, the Company may require each Holder
of Registrable Securities to furnish to the Company such information regarding
such Holder and the proposed disposition by such Holder of such Registrable
Securities as the Company may from time to time reasonably request in writing.


 


(c)           In
the case of a Shelf Registration Statement, each Holder of Registrable
Securities agrees that, upon receipt of any notice from the Company as a result
of the occurrence of an event contemplated by Section 3(a)(v)(2) to 3(a)(v)(6)
hereof or the


 


13





















 


happening of any material
pending corporate development or other similar event that, in the reasonable
discretion of the Company, makes it appropriate to suspend the availability of
the Shelf Registration Statement and the related Prospectus or the disclosure
of any such material non-public information would, in the reasonable discretion
of the Company, have a material adverse effect on the Company and its
subsidiaries taken as a whole, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to the Shelf Registration
Statement, and if so directed by the Company, such Holder will deliver to the Company
all copies in its possession, other than permanent file copies then in such
Holder’s possession, of the Prospectus covering such Registrable Securities
that is current at the time of receipt of such notice.


 


(d)           If
the Company shall give any notice pursuant to Section 3(c) hereof to suspend
the disposition of Registrable Securities pursuant to a Shelf Registration
Statement, the Company shall extend the period during which such Shelf
Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date of the
giving of such notice to and including the date when such dispositions resume.


 


(e)           The
Holders of Registrable Securities covered by a Shelf Registration Statement who
desire to do so may sell such Registrable Securities in an Underwritten
Offering.  In any such Underwritten
Offering, the investment bank or investment banks and manager or managers (each
an “Underwriter”) that will administer the
offering will be selected by the Holders of a majority in principal amount of
the Registrable Securities included in such offering and shall be reasonably
satisfactory to the Company.


 


4.             Participation
of Broker-Dealers in Exchange Offer. 
(a)  The Staff has taken the
position that any broker-dealer that receives Exchange Securities for its own
account in the Exchange Offer in exchange for Securities that were acquired by
such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter”
within the meaning of the Securities Act and must deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such
Exchange Securities.


 


The Company understands
that it is the Staff’s position that if the Prospectus contained in the
Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating
Broker-Dealers may resell the Exchange Securities, without naming the
Participating Broker-Dealers or specifying the amount of Exchange Securities
owned by them, such Prospectus may be delivered by Participating Broker-Dealers
to satisfy their prospectus delivery obligation under the Securities Act in
connection with resales of Exchange Securities for their own accounts, so long
as the Prospectus otherwise meets the requirements of the Securities Act.


 


(b)           In
light of the above, and notwithstanding the other provisions of this Agreement,
the Company agrees to amend or supplement the Prospectus contained in the
Exchange Offer Registration Statement for a period of up to 180 days after the
last 


 


14





















 


Exchange Date (as such
period may be extended pursuant to Section 3(d) of this Agreement), if
reasonably requested by the Initial Purchasers or by one or more Participating
Broker-Dealers, in order to expedite or facilitate the disposition of any
Exchange Securities by Participating Broker-Dealers consistent with the positions
of the Staff recited in Section 4(a) above. 
The Company further agrees that Participating Broker-Dealers shall be
authorized to deliver such Prospectus during such period in connection with the
resales contemplated by this Section 4.


 


(c)           The
Initial Purchasers shall have no liability to the Company or any Holder with
respect to any request that they may make pursuant to Section 4(b) above.


 


(d)           The
Company shall comply with all applicable rules and regulations of the SEC and
shall make generally available to its security holders as soon as practicable
after the effective date of the applicable Registration Statement an earnings
statement satisfying the provisions of Section 11(a) of the Act.


 


5.             Indemnification
and Contribution.  (a)  The Company agrees to indemnify and hold
harmless each Initial Purchaser and each Holder, their respective affiliates,
directors and officers and each Person, if any, who controls any Initial
Purchaser or any Holder within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act, from and against any and all losses, claims,
damages or liabilities to which they or any of them 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 Registration Statement or any amendment thereto, or in any preliminary
Prospectus or the Prospectus, or in 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 agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue statement
or omission or alleged omission made therein in reliance upon and in conformity
with written information relating to any Initial Purchaser or information
relating to any Holder furnished to the Company by or on behalf of any Initial
Purchaser or any such Holder expressly for use therein.  In connection with any Underwritten Offering
permitted by Section 3, the Company will also indemnify the Underwriters, any
selling brokers, dealers and similar securities industry professionals
participating in the distribution, their respective affiliates and each Person
who controls such Persons (within the meaning of the Securities Act and the
Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any
Registration Statement.


 


(b)           Each
Holder agrees, severally and not jointly, to indemnify and hold harmless the
Company, the Initial Purchasers and the other selling Holders, the directors 


 


15





















 


of the Company, each
officer of the Company who signs the Registration Statement and each Person, if
any, who controls the Company, any Initial Purchaser and any other selling
Holder within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act to the same extent as the indemnity set forth in paragraph (a)
above, but only with respect to any losses, claims, damages or liabilities (or
actions in respect thereof) that arise out of, or are based upon, any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with any information relating to such Holder furnished
to the Company in writing by or on behalf of such Holder expressly for use in
the documents referred to in paragraph (a) above.


 


(c)           Promptly
after receipt by an indemnified party under this Section 5 or notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section, notify
the indemnifying party in writing of the commencement thereof; but the failure
so to notify the indemnifying party (i) will not relieve it from liability
under paragraph (a) or (b) above unless and to the extent it did not otherwise
learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses; and (ii) will not, in
any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. In case any such action shall be brought against
any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the 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 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 party to such indemnified party of its
election so to assume the defense thereof and approval by the indemnified party
of counsel appointed to defend such action, the indemnifying party shall not be
liable to such indemnified party under such subsection 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, unless (i) the indemnifying and the
indemnified party shall have mutually agreed to the contrary, (ii) the
indemnifying party has failed within a reasonable time to retain counsel
reasonably satisfactory to the indemnified party or (iii) the named parties in
any such proceeding (including any impleaded parties) include both the
indemnifying party and the indemnified party and the indemnified party shall
have concluded that representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in connection with any
proceeding or related proceeding in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all indemnified parties, and that all such fees and expenses shall
be reimbursed as they are incurred.  Any
such separate firm for the Initial Purchasers and their respective affiliates,
directors and officers and control persons shall be designated in writing by
the Representatives and any such separate firm for the Company, its affiliates,
directors, officers, and control persons shall be designated in writing by the
Company. The indemnifying party shall not be liable for any settlement of any
proceeding effected 


 


16





















 


without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify any indemnified party
from and against any loss or liability by reason of such settlement or judgment.  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)           If
the indemnification provided for in this Section 5 is unavailable to or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above 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 benefits received
by the Company, on the one hand, and by the Holders, on the other hand, from
the offering of the Securities and the Exchange Securities. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law, then each indemnifying party shall contribute to such amount
paid or payable by such indemnified party in such proportion as is appropriate
to reflect not only such relative benefits but also the relative fault of the
Company on the one hand and the Holders on the other in connection with the
statements or omissions or alleged statements to omissions that resulted in
such losses, claims, damages or liabilities (or actions in respect thereof), as
well as any other relevant equitable considerations.  The relative benefit received by the Company
shall be deemed to be equal to the total net proceeds from the initial
placement pursuant to the Purchase Agreement (before deducting expenses) of the
Securities to which such losses, claims, damages or liabilities (or actions in
respect thereof) relate.  The relative
benefit received by any Holder shall be deemed to be equal to the value of
receiving registration rights under this Agreement for the Registrable
Securities.  The relative fault of the
Company on the one hand and the Holders on the other 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 by the Holders
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.


 


(e)           The
Company and the Holders agree that it would not be just and equitable if
contribution pursuant to this Section 5 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 that does not take account of the equitable
considerations referred to in paragraph (d) above.  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 in paragraph (d) above shall be deemed to include
any legal or other expenses reasonably 


 


17





















 


incurred by such
indemnified party in connection with any such action or claim.  Notwithstanding the provisions of this
Section 5, in no event shall a Holder be required to contribute any amount in
excess of the amount by which the total price at which the Securities or
Exchange Securities sold by such Holder exceeds the amount of any damages that
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. For purposes of this paragraph, each person, if
any, who controls a Holder within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act and each affiliate, director and officer
of such Holder shall have the same rights to contribution as such Holder, and
each affiliate, director or officer of the Company and each person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, shall have the same rights to contribution as
the Company.


 


(f)            The
remedies provided for in this Section 5 are not exclusive and shall not limit
any rights or remedies that may otherwise be available to any Indemnified
Person at law or in equity.


 


(g)           The
indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of
this Agreement, (ii) any investigation made by or on behalf of the Initial
Purchasers or any Holder or any Person controlling any Initial Purchaser or any
Holder, or by or on behalf of the Company or the officers or directors of or
any Person controlling the Company, (iii) acceptance of any of the Exchange
Securities and (iv) any sale of Registrable Securities pursuant to a Shelf
Registration Statement.


 


6.             General.


 


(a)           No Inconsistent Agreements.   The Company represents, warrants and agrees
that (i) 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 any
other outstanding securities issued or guaranteed by the Company under any
other agreement and (ii) the Company has not entered into, or on or after the
date of this Agreement will enter into, any agreement that is inconsistent with
the rights granted to the Holders of Registrable Securities in this Agreement
or otherwise conflicts with the provisions hereof.


 


(b)           Amendments and Waivers.   The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company has obtained the written consent of Holders of at
least a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or consent;
provided that no amendment, modification, supplement, waiver or consent
to any departure from the provisions of Section 5 hereof shall be effective as
against any Holder of Registrable Securities unless consented to in 


 


18





















 


writing by such
Holder.  Any amendments, modifications,
supplements, waivers or consents pursuant to this Section 6(b) shall be by a
writing executed by each of the parties hereto.


 


(c)           Notices.  All notices
and other communications provided for or permitted hereunder shall be made in
writing by hand-delivery, registered first-class mail, telex, telecopier, or
any courier guaranteeing overnight delivery (i) if to a Holder, at the most
current address given by such Holder to the Company by means of a notice given
in accordance with the provisions of this Section 6(c), which address initially
is, with respect to the Initial Purchasers, the address set forth in the
Purchase Agreement and, with respect to Holders other than the Initial Purchasers,
the address for such Holders in the records of the Trustee; (ii) if to the
Company, initially at the Company’s address set forth in the Purchase Agreement
and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 6(c); and (iii) to such other persons at
their respective addresses as provided in the Purchase Agreement and thereafter
at such other address, notice of which is given in accordance with the
provisions of this Section 6(c).  All such
notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt is 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.


 


(d)           Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees 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
Registrable Securities in violation of the terms of the Purchase Agreement or
the Indenture.  If any transferee of any
Holder shall acquire Registrable Securities in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all
the terms of this Agreement, and by taking and holding such Registrable 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 and such Person shall
be entitled to receive the benefits hereof. 
The Initial Purchasers (in their capacity as Initial Purchasers) shall
have no liability or obligation to the Company with respect to any failure by a
Holder to comply with, or any breach by any Holder of, any of the obligations
of such Holder under this Agreement.


 


(e)           Third Party Beneficiaries. 
Each Holder shall be a third party beneficiary to the agreements made
hereunder between the Company, 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 it deems such enforcement necessary or advisable to protect its
rights or the rights of other Holders hereunder.


 


19





















 


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


 


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


 


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


 


(j)            Miscellaneous.  This Agreement contains the entire agreement
between the parties relating to the subject matter hereof and supersedes all
oral statements and prior writings with respect thereto.  If any term, provision, covenant or
restriction contained in this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable or against public policy, the
remainder of the terms, provisions, covenants and restrictions contained herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.  The Company and the
Initial Purchasers shall endeavor in good faith negotiations to replace the
invalid, void or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, void
or unenforceable provisions.


 


20





















 


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


 


 


	
   

  	
  BEMIS COMPANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted as of the date
  hereof

  	
   

  
	
   

  	
   

  
	
  Wachovia Capital
  Markets, LLC

  	
   

  
	
  J.P. Morgan Securities
  Inc.

  	
   

  
	
   

  	
   

  
	
  Acting severally on behalf of themselves and the

  several Initial Purchasers named in Schedule I

  to the Purchase Agreement

  	
   

  
	
   

  	
   

  
	
  WACHOVIA CAPITAL
  MARKETS, LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  J.P.
  MORGAN SECURITIES INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: