Exhibit
10.9


 


EXECUTION
COPY


 


Neenah
Paper, Inc.


 


73/8% Senior Notes due
2014


 


REGISTRATION RIGHTS AGREEMENT


 


November 30, 2004


Citigroup
Global Markets Inc.

Goldman, Sachs & Co.


J.P. Morgan
Securities Inc.


As
Representatives of the Initial Purchasers


 


c/o Citigroup
Global Markets Inc.

388 Greenwich Street

New York, New York 10013


 


Ladies and Gentlemen:


 


Neenah Paper,
Inc., a corporation organized under the laws of the State of Delaware (the “Company”),
proposes to issue and sell to certain purchasers (the “Initial Purchasers”),
for whom you (the “Representatives”) are acting as representatives, its 73/8% Senior Notes due 2014 (the “Notes,”
and together with the Guaranties (as defined below), the “Securities”), upon
the terms set forth in the Purchase Agreement, dated November 18, 2004,
among the Company, the Guarantors (as defined below) and the Representatives
(the “Purchase Agreement”), relating to the initial placement (the “Initial
Placement”) of the Securities.  The Notes
will be guaranteed (the “Guaranties”) by each of the entities which, upon
consummation of the Spinoff (as defined below), will be direct and indirect
subsidiaries of the Company and which are set forth on the signature page
hereto (the “Guarantors”).  To induce the
Initial Purchasers to enter into the Purchase Agreement and to satisfy a
condition to your obligations thereunder, the Company and the Guarantors agree
with you for your benefit and the benefit of the holders from time to time of
the Securities (including the Initial Purchasers) (each a “Holder” and,
collectively, the “Holders”), as follows:


 


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


 


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


 


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


 





















 


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


 


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


 


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


 


“Commission”
shall mean the Securities and Exchange Commission.


 


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


 


“Deferral
Period” shall have the meaning set forth in Section 4(k)(ii) hereof.


 


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


 


“Exchange
Offer Registration Period” shall mean the 90-day period following the
consummation of the Registered Exchange Offer, exclusive of any Deferral Period
and any period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.


 


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


 


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


 


“Final
Memorandum” shall mean the offering memorandum, dated November 18, 2004,
relating to the Securities, including any and all exhibits thereto and any
information incorporated by reference therein as of such date.


 


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


 


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


 


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


 


“Indenture”
shall mean the Indenture relating to the Securities, dated as of November 30,
2004, among the Company, the Guarantors and The Bank of New York Trust


 


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Company, N.A.,
as trustee, as the same may be amended, supplemented, waived or otherwise
modified from time to time in accordance with the terms thereof.


 


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


 


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


 


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


 


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


 


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


 


“NASD Rules”
shall mean the Conduct Rules and the By-Laws of the National Association of
Securities Dealers, Inc.


 


“New
Securities” shall mean debt securities of the Company and related guaranties of
the Guarantors identical in all material respects to the Securities (except
that the New Securities will not contain terms with respect to transfer
restrictions and to be issued under the Indenture.


 


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


 


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


 


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


 


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


 


“Registrable
Securities” shall mean (i) Securities other than those that (A) have been
registered under a Registration Statement, (B) have been distributed to the
public pursuant to Rule 144 under the Act or any successor rule or regulation
thereto that may be adopted by the Commission or (C) are eligible to be
distributed to the public pursuant to Rule 144(k) under the Act or any
successor rule or regulation thereto that may be adopted by the Commission and
(ii)


 


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any New
Securities held by an Exchanging Dealer, the resale of which by such Exchanging
Dealer requires compliance with the prospectus delivery requirements of the
Act.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Special
Interest” shall have the meaning set forth in Section 8 hereof.


 


“Spinoff”
shall mean the distribution of all of the outstanding capital stock of the
Company by its parent, Kimberly-Clark Corporation, a Delaware corporation (“Kimberly-Clark”),
to Kimberly-Clark’s shareholders.


 


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


 


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


 


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


 


2.                                       Registered
Exchange Offer.


 


(a)                                  The
Company and the Guarantors shall prepare and, not later than 180 days after the
Closing Date (or if such 180th day is not a Business Day, the next succeeding


 


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Business Day), shall file
with the Commission the Exchange Offer Registration Statement with respect to
the Registered Exchange Offer.  The
Company and the Guarantors shall use their respective reasonable best efforts
to cause the Exchange Offer Registration Statement to be declared effective
under the Act not later than 270 days after the Closing Date (or if such 270th
day is not a Business Day, the next succeeding Business Day).


 


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


 


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


 


(i)                                     mail
to each Holder a copy of the Prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and
related documents;


 


(ii)                                  keep
the Registered Exchange Offer open for not less than 30 days after the date
notice thereof is mailed to the Holders and not more than 45 days after the
Exchange Offer Registration Statement is declared effective (or, in each case,
longer if required by applicable law);


 


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


 


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


 


(v)                                 permit
Holders to withdraw tendered Securities at any time prior to 12:00 midnight,
New York City time, at the end of the last Business Day on which the Registered
Exchange Offer is open;


 


(vi)                              prior
to the effectiveness of the Exchange Offer Registration Statement, provide a
supplemental letter to the Commission (A) stating that the Company and the
Guarantors are conducting the Registered Exchange Offer in reliance on the
position of the Commission in Exxon Capital Holdings Corporation (pub.
avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub.


 


5





















 


avail. June 5,
1991); and (B) including a representation that the Company and the Guarantors
have not entered into any arrangement or understanding with any person to
distribute the New Securities to be received in the Registered Exchange Offer
and that, to the best of the Company’s and the Guarantors’ information and
belief, each Holder participating in the Registered Exchange Offer is acquiring
the New Securities in the ordinary course of business and has no arrangement or
understanding with any person to participate in the distribution of the New
Securities; and


 


(vii)                           comply
in all material respects with all applicable laws.


 


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


 


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


 


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


 


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


 


(e)                                  Each
Holder hereby acknowledges and agrees that any Broker-Dealer and any such
Holder using the Registered Exchange Offer to participate in a distribution of
the New Securities (x) could not under Commission policy as in effect on the
date of this Agreement rely on the position of the Commission in Exxon
Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan
Stanley and Co., Inc. (pub. avail. June 5, 1991), as interpreted in
the Commission’s letter to Shearman & Sterling dated July 2, 1993 and
similar no-action letters; and (y) must comply with the registration and
prospectus delivery requirements of the Act in connection with any secondary
resale transaction, which must be covered by an effective registration
statement containing the selling security holder information required by Item
507 or 508, as applicable, of Regulation S-K under the Act if the resales are
of New Securities obtained by such Holder in exchange for Securities acquired
by such Holder directly from the Company, any of the Guarantors or any of their
respective Affiliates.  Accordingly, each
Holder participating in the Registered Exchange Offer shall be required to
represent to the Company that, at the time of the consummation of the
Registered Exchange Offer:


 


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


 


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


 


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


 


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(iv)                           such
Holder did not acquire the Securities directly from the Company, any of the
Guarantors or any of their respective Affiliates;


 


(v)                               if
such Holder is an Exchanging Dealer, it will deliver a Prospectus in connection
with any resale of the New Securities; and


 


(vi)                            such Holder
is not acting on behalf of any person who, to its knowledge, could not
truthfully make the foregoing representations.


 


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


 


3.                                       Shelf
Registration.


 


(a)                                  If
(i) due to any change in law or applicable interpretations thereof by the
Commission’s staff, the Company and the Guarantors determine upon advice of
their outside counsel that they are not permitted to effect the Registered
Exchange Offer as contemplated by Section 2 hereof; or (ii) for any
other reason the Exchange Offer Registration Statement is not declared
effective by the Commission within 270 days after the Closing Date or the
Registered Exchange Offer is not consummated within 45 days after the Exchange
Offer Registration Statement is declared effective; or (iii) any Initial
Purchaser so requests with respect to Securities that are not eligible to be
exchanged for New Securities in the Registered Exchange Offer and that are held
by it following consummation of the Registered Exchange Offer; or (iv) any
Holder (other than an Initial Purchaser) is not eligible to participate in the
Registered Exchange Offer or does not receive freely tradeable New Securities
in the Registered Exchange Offer other than by reason of such Holder being an
Affiliate of the Company or any of the Guarantors (it being understood that the
requirement that an Exchanging Dealer deliver a Prospectus in connection with
sales of New Securities acquired in the Registered Exchange Offer in exchange
for Securities acquired as a result of market-making activities or other
trading activities shall not result in such New Securities being not “freely
tradeable”); or (v) in the case of any Initial Purchaser that participates
in the Registered Exchange Offer, such Initial Purchaser does not receive
freely tradeable New Securities in exchange for Securities constituting any
portion of an unsold allotment (it being understood that the requirement that
an Initial Purchaser deliver a Prospectus containing the information required
by Item 507 or 508 of Regulation S-K under the Act in connection with sales of
New Securities acquired in exchange for such Securities shall not result in
such New Securities being not “freely tradeable”), the Company and the
Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b)
below.


 


(b)                                 (i)                                     The
Company and the Guarantors shall, as promptly as practicable, (but in no event
more than 180 days after so required or requested, pursuant to this


 


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Section 3), file
with the Commission and shall use their respective reasonable best efforts to
cause to be declared effective under the Act within 270 days after so required
or requested, a Shelf Registration Statement relating to the offer and sale of
the Securities or the New Securities, as applicable, by the Holders thereof
from time to time in accordance with the methods of distribution elected by
such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial
Purchaser) shall be entitled to have the Securities held by it covered by such
Shelf Registration Statement unless such Holder agrees in writing to be bound
by all of the provisions of this Agreement applicable to such Holder; and provided further, however, that with respect to New
Securities received by an Initial Purchaser in exchange for Securities
constituting any portion of an unsold allotment, the Company and the Guarantors
may, if permitted by current interpretations by the Commission’s staff, file a
post-effective amendment to the Exchange Offer Registration Statement
containing the information required by Item 507 or 508 of Regulation S-K under
the Act, as applicable, in satisfaction of their obligations under this subsection with
respect thereto, and any such Exchange Offer Registration Statement, as so
amended, shall be referred to herein as, and governed by the provisions herein
applicable to, a Shelf Registration Statement.


 


(ii)                                  The
Company and the Guarantors shall use their respective reasonable best efforts
to keep the Shelf Registration Statement continuously effective, supplemented
and amended as required by the Act, in order to permit the Prospectus forming
part thereof to be usable by Holders for a period (the “Shelf Registration
Period”) from the date the Shelf Registration Statement is declared effective
by the Commission until the earlier of (A) the second anniversary thereof, (B)
the date upon which all the Securities or New Securities, as applicable,
covered by the Shelf Registration Statement have been sold pursuant to the
Shelf Registration Statement, or (C) the Securities or New Securities, as
applicable, cease to be outstanding.  The
Company and the Guarantors shall be deemed not to have used their respective
reasonable best efforts to keep the Shelf Registration Statement effective
during the Shelf Registration Period if they voluntarily take any action that
would result in Holders of Securities covered thereby not being able to offer
and sell such Securities at any time during the Shelf Registration Period,
unless such action is (x) required by applicable law or otherwise
undertaken by the Company and the Guarantors in good faith and for valid
business reasons (not including avoidance of the Company’s and the Guarantors’
obligations hereunder), including the acquisition or divestiture of assets, and
(y) permitted pursuant to Section 4(k)(ii) hereof.


 


(iii)                               The
Company and the Guarantors shall cause the Shelf Registration Statement and the
related Prospectus and any amendment or supplement thereto, as of the effective
date of the Shelf Registration Statement or such amendment or supplement, (A)
to comply in all material respects with the applicable requirements of the Act;
and (B) not to contain any untrue statement of a material fact or omit to state
a material fact required to be stated


 


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therein or necessary in
order to make the statements therein (in the case of the Prospectus, in the
light of the circumstances under which they were made) not misleading.


 


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


 


(a)                                  The
Company and the Guarantors shall:


 


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


 


(ii)                                  include
the information set forth in Annex A hereto on the facing page of the Exchange
Offer Registration Statement, in Annex B hereto in the forepart of the Exchange
Offer Registration Statement in a section setting forth details of the
Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of
the Prospectus contained in the Exchange Offer Registration Statement, and in
Annex D hereto in the letter of transmittal delivered pursuant to the
Registered Exchange Offer;


 


(iii)                               if
requested by an Initial Purchaser, include the information required by Item 507
or 508 of Regulation S-K under the Act, as applicable, in the Prospectus
contained in the Exchange Offer Registration Statement; and


 


(iv)                              in
the case of a Shelf Registration Statement, include the names of the Holders
that propose to sell Securities pursuant to the Shelf Registration Statement as
selling security holders and the other information required by Item 507 of
Regulation S-K under the Act.


 


(b)                                 The
Company and the Guarantors shall ensure that:


 


(i)                                     any
Registration Statement and any amendment thereto and any Prospectus forming a part
thereof and any amendment or supplement thereto complies in all material
respects with the Act; and


 


(ii)                                  any
Registration Statement and any amendment thereto does 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 (in the case of the Prospectus, in the light of the circumstances under
which they were made) not misleading (other than


 


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information relating to a
Holder furnished to the Company by or on behalf of such Holder specifically for
inclusion therein).


 


(c)                                  The
Company and the Guarantors shall advise the Representatives, the Holders of
Securities covered by any Shelf Registration Statement and any Exchanging
Dealer under any Exchange Offer Registration Statement that has provided in
writing to the Company and the Guarantors a telephone or facsimile number and
address for notices, and, if requested by any Representative or any such Holder
or Exchanging Dealer, shall confirm such advice in writing (which notice
pursuant to clauses (ii) through (v) hereof shall be accompanied by an
instruction to suspend the use of the Prospectus until the Company and the
Guarantors shall have remedied the basis for such suspension):


 


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


 


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


 


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


 


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


 


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


 


(d)                                 The
Company and the Guarantors shall use their respective reasonable best efforts
to obtain the withdrawal of any order suspending the effectiveness of any
Registration Statement or the qualification of the securities therein for sale
in any jurisdiction at the earliest possible time.


 


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


 


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


 


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


 


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


 


(i)                                     Prior
to the Registered Exchange Offer or any other offering of Securities pursuant
to any Registration Statement, the Company and the Guarantors shall use their
respective reasonable best efforts to arrange, if necessary, for the
qualification of the Securities or the New Securities for sale under the laws
of such jurisdictions as any Holder shall reasonably request and shall use
their respective reasonable best efforts to maintain such qualifications in
effect so long as required for the sale of the Securities or the New
Securities; provided that in no event shall the
Company or any of the Guarantors be obligated to qualify to do business in any
jurisdiction where they are not then so qualified or to take any action that
would subject them to service of process in suits, other than those arising out
of the Initial Placement, the Registered Exchange Offer or any offering
pursuant to a Shelf Registration Statement, or taxation in any such
jurisdiction where they are not then so subject.


 


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


 


(k)                              (i)                                     Upon
the occurrence of any event contemplated by subsections (c)(ii) through
(v) above during the time in which the Company and


 


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the Guarantors are
required to maintain an effective Registration Statement, the Company and the
Guarantors shall promptly (or within the time period provided for by clause
(ii) hereof, if applicable) prepare a post-effective amendment to the
applicable Registration Statement or an amendment or supplement to the related
Prospectus or file any other required document so that, as thereafter delivered
to the Initial Purchasers of the securities included therein, the Prospectus
will not include an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.  In such circumstances, the
period of effectiveness of the Exchange Offer Registration Statement provided
for in Section 2 and the Shelf Registration Statement provided for in Section 3(b)
shall be extended by the number of days from and including the date of the
giving of a notice of suspension pursuant to Section 4(c) to and including
the date when the Initial Purchasers, the Holders of the Securities and any
known Exchanging Dealer shall have received such amended or supplemented
Prospectus pursuant to this Section 4.


 


(ii)                                       Upon
the occurrence or existence of any pending corporate development or any other
material event during the time in which the Company and the Guarantors are
required to maintain an effective Registration Statement that, in the
reasonable judgment of the Company and the Guarantors, makes it appropriate to
suspend the availability of a Registration Statement and the related
Prospectus, the Company and the Guarantors shall give notice (without notice of
the nature or details of such events) to the Holders that the availability of
the Exchange Offer Registration Statement or the Shelf Registration Statement,
as applicable, is suspended and, upon actual receipt of any such notice, each
Holder agrees not to sell any Registrable Securities pursuant to the Exchange
Offer Registration Statement or the Shelf Registration Statement, as
applicable, until such Holder’s receipt of copies of the supplemented or
amended Prospectus provided for in Section 2 or 3 hereof, as applicable,
or until it is advised in writing by the Company and the Guarantors that the
Prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in such Prospectus.  The period during
which the availability of the Exchange Offer Registration Statement or the
Shelf Registration Statement, as applicable, and any Prospectus is suspended
pursuant to this Section 4(k)(ii) (the “Deferral Period”) shall not exceed
45 days in any three-month period or 90 days in any twelve-month period.


 


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


 


(m)                               The
Company and the Guarantors shall comply in all material respects with all
applicable rules and regulations of the Commission and shall make generally
available to


 


12





















 


their security
holders an earnings statement satisfying the provisions of Section 11(a)
of the Act as soon as practicable after the effective date of the applicable
Registration Statement and in any event no later than 45 days after the end of
a 12-month period (or 90 days, if such period is a fiscal year) beginning with
the first month of the Company’s first fiscal quarter commencing after the
effective date of the applicable Registration Statement.


 


(n)                                 The
Company and the Guarantors shall cause the Indenture to be qualified under the
Trust Indenture Act in a timely manner.


 


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


 


(p)                                 In
the case of any Shelf Registration Statement, the Company and the Guarantors
shall enter into customary agreements (including, if requested, an underwriting
agreement in customary form) and take all other appropriate actions in order to
expedite or facilitate the registration or the disposition of the Securities,
and in connection therewith, if an underwriting agreement is entered into,
cause the same to contain indemnification provisions and procedures no less favorable
than those set forth in Section 6 hereof (or such other indemnification
provisions and procedures acceptable to the Majority Holders and the Managing
Underwriters, if any) with respect to all parties to be indemnified pursuant to
Section 6.


 


(q)                                 In
the case of any Shelf Registration Statement, the Company and the Guarantors
shall:


 


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


 


(ii)                                  cause
the Company’s and each of the Guarantors’ officers, directors, employees,
accountants and auditors to supply all relevant information reasonably
requested by the Holders or any such underwriter, attorney, accountant or agent
in connection with any such Registration Statement as is customary for similar
due diligence examinations; provided, however,
that the foregoing inspection and information gathering shall be coordinated on
behalf of the Initial Purchasers by Citigroup Global Markets Inc. in connection
with any underwritten Shelf Registration Statement for which it is acting as an
underwriter and on behalf of the Holders by one counsel designated by the
Holders of at least a majority of the Securities or New Securities to be


 


13





















 


registered; provided further, however, that any information that is
designated in writing by the Company or any Guarantor, in good faith, as
confidential at the time of delivery of such information shall be kept
confidential by the Holders or any such underwriter, attorney, accountant or
agent, unless such disclosure is made in connection with a court proceeding or
required by law, or such information becomes available to the public generally
or through a third party (other than as a result of a breach of such
confidentiality provisions) without an accompanying obligation of
confidentiality;


 


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


 


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


 


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


 


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


 


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


 


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


 


14





















 


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


 


(ii)                                  cause
the Company’s and each of the Guarantors’ officers, directors, employees,
accountants and auditors to supply all relevant information reasonably
requested by the requesting party or any such attorney, accountant or agent in
connection with any such Registration Statement as is customary for similar due
diligence examinations; provided, however,
that the foregoing inspection and information gathering shall be coordinated on
behalf of the Initial Purchasers by Citigroup Global Markets Inc.; provided further, however, that any information that is
designated in writing by the Company or any Guarantor, in good faith, as
confidential at the time of delivery of such information shall be kept
confidential by the requesting party or any such attorney, accountant or agent,
unless such disclosure is made in connection with a court proceeding or
required by law, or such information becomes available to the public generally
or through a third party (other than as a result of a breach of such confidentiality
provisions) without an accompanying obligation of confidentiality;


 


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


 


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


 


(v)                                 obtain
“comfort” letters and updates thereof from the independent certified public
accountants of the Company (and, if necessary, any other independent certified
public accountants of any subsidiary of the Company or of any business acquired
by the Company for which financial statements and financial data are, or are
required to be, included in the Registration Statement), addressed to the
requesting party, in customary form and covering matters of the type
customarily covered in “comfort” letters in connection with primary
underwritten offerings, or if requested by the requesting party or its counsel
in lieu of a “comfort” letter, an agreed-upon procedures letter under Statement
on Auditing Standards No. 35, covering matters requested by the requesting
party or its counsel; and


 


(vi)                              deliver
such documents and certificates as may be reasonably requested by the
requesting party or its counsel, including those to evidence


 


15





















 


compliance with Section 4(k)
and with conditions customarily contained in underwriting agreements.


 


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


 


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


 


(t)                                    The
Company and the Guarantors shall use their respective reasonable best efforts
if the Securities have been rated prior to the initial sale of such Securities,
to confirm such ratings will apply to the Securities or the New Securities, as
the case may be, covered by a Registration Statement.


 


(u)                                 In
the event that any Broker-Dealer shall underwrite any Securities or participate
as a member of an underwriting syndicate or selling group or “assist in the
distribution” (within the meaning of the NASD Rules) thereof, whether as a
Holder of such Securities or as an underwriter, a placement or sales agent or a
broker or dealer in respect thereof, or otherwise, the Company and the
Guarantors shall assist such Broker-Dealer in complying with the NASD Rules.


 


(v)                                 The
Company and the Guarantors shall use their respective reasonable best efforts
to take all other steps necessary to effect the registration of the Securities
or the New Securities, as the case may be, covered by a Registration Statement.


 


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


 


6.                                       Indemnification
and Contribution.


 


(a)                                  The
Company and the Guarantors, jointly and severally, agree to indemnify and hold
harmless each Holder of Securities or New Securities, as the case may be,
covered by any Registration Statement, each Initial Purchaser and, with respect
to any Prospectus delivery as contemplated in Section 4(h) hereof, each
Exchanging Dealer, the directors, officers, employees, Affiliates and agents of
each such Holder, Initial Purchaser or


 


16





















 


Exchanging Dealer and
each person who controls any such Holder, Initial Purchaser or Exchanging
Dealer within the meaning of either the Act or the Exchange Act against any and
all losses, claims, damages or liabilities, joint or several, to which they or
any of them may become subject under the Act, the Exchange Act or other federal
or state statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement as originally filed
or in any amendment thereof, or in any preliminary Prospectus or the Prospectus,
or in any amendment thereof or supplement thereto or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein (in the case
of any preliminary Prospectus or the Prospectus, in the light of the
circumstances under which they were made) not misleading, and agree to
reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by it in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however, that the Company and the Guarantors will
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of the party claiming indemnification specifically for
inclusion therein; provided further, however,
that with respect to any untrue statement or omission of a material fact made
in any preliminary Prospectus, the indemnity agreement contained in this Section 6(a)
shall not inure to the benefit of any Holder, Initial Purchaser or Exchanging
Dealer from whom the person asserting any such loss, claim, damage or liability
purchased the securities concerned, to the extent that any such loss, claim,
damage or liability of such Holder, Initial Purchaser or Exchanging Dealer
occurs under the circumstance where it shall have been determined by a court of
competent jurisdiction by final and nonappealable judgment that (w) the Company
had previously furnished copies of the Prospectus to such Holder, Initial
Purchaser or Exchanging Dealer, (x) delivery of the Prospectus was required by
law to be made to such person, (y) the untrue statement or omission of a
material fact contained in the preliminary Prospectus was corrected in the
Prospectus and (z) there was not sent or given to such person, at or prior to
the written confirmation of the sale of such securities to such person, a copy
of the Prospectus.  This indemnity
agreement will be in addition to any liability that the Company and the
Guarantors may otherwise have.


 


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


 


(b)                                 Each
Holder of securities covered by a Registration Statement (including each
Initial Purchaser that is a Holder, in such capacity and with respect to any
Prospectus delivery as contemplated by Section 4(h) hereof, each
Exchanging Dealer) severally, and not jointly, agrees to indemnify and hold
harmless the Company and the Guarantors, each of their respective Affiliates,
directors, officers, employees and agents and each person who controls the


 


17





















 


Company or any
Guarantor within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company and the Guarantors to each
such Holder, but only with reference to written information relating to such
Holder furnished to the Company by or on behalf of such Holder specifically for
inclusion in the documents referred to in the foregoing indemnity.  This indemnity agreement will be in addition
to any liability that any such Holder may otherwise have.


 


(c)                                  Promptly
after receipt by an indemnified party under this Section 6 of 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 6,
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 such
failure results in the forfeiture by the indemnifying party of substantial
rights and defenses and (ii) will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above.  The indemnifying party shall be entitled to
appoint counsel (including local counsel) of the indemnifying party’s choice at
the indemnifying party’s expense to represent the indemnified party in any
action for which indemnification is sought (in which case the indemnifying
party shall not thereafter be responsible for the fees and expenses of any
separate counsel, other than local counsel if not appointed by the indemnifying
party, retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall
be reasonably satisfactory to the indemnified party.  Notwithstanding the indemnifying party’s
election to appoint counsel (including local counsel) to represent the
indemnified party in an action, the indemnified party shall have the right to
employ separate counsel (including local counsel), and the indemnifying party
shall bear the reasonable fees, costs and expenses of such separate counsel if
(i) the use of counsel chosen by the indemnifying party to represent the
indemnified party would present such counsel with a conflict of interest;
(ii) the actual or potential defendants in, or targets of, any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties that are different
from or additional to those available to the indemnifying party; (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of the institution of such action; or (iv) the
indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party.  An indemnifying party will not, without the
prior written consent of the indemnified parties, settle, compromise or consent
to the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise
or consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding and does not
include any statement as to or any admission of fault, culpability or failure
to act by or on behalf of any indemnified party.


 


(d)                                 In
the event that the indemnity provided in paragraph (a) or (b) of this Section 6
is unavailable to or insufficient to hold harmless an indemnified party for any
reason, then each applicable indemnifying party shall have a joint and several
obligation to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses


 


18





















 


reasonably
incurred in connection with investigating or defending any loss, claim, damage,
liability or action) (collectively “Losses”) to which such indemnified party
may be subject in such proportion as is appropriate to reflect the relative
benefits received by such indemnifying party, on the one hand, and such
indemnified party, on the other hand, from the Initial Placement and the
Registration Statement which resulted in such Losses; provided,
however, that in no case shall any Initial Purchaser be responsible,
in the aggregate, for any amount in excess of the purchase discount or
commission applicable to such Security, or in the case of a New Security,
applicable to the Security that was exchangeable into such New Security, as set
forth in the Final Memorandum, nor shall any underwriter be responsible for any
amount in excess of the underwriting discount or commission applicable to the
Securities or New Securities purchased by such underwriter under the
Registration Statement which resulted in such Losses.  If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the indemnifying party and
the indemnified party shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, in connection with the statements or omissions that resulted in such
Losses, as well as any other relevant equitable considerations.  Benefits received by the Company and the
Guarantors shall be deemed to be equal to the total net proceeds from the
Initial Placement (before deducting expenses) as set forth in the Final
Memorandum.  Benefits received by the
Initial Purchasers shall be deemed to be equal to the total purchase discounts
and commissions as set forth in the Final Memorandum, and benefits received by
any other Holders shall be deemed to be equal to the value of receiving
Securities or New Securities, as applicable, registered under the Act.  Benefits received by any underwriter shall be
deemed to be equal to the total underwriting discounts and commissions, as set
forth on the cover page of the Prospectus forming a part of the Registration
Statement which resulted in such Losses. 
Relative fault shall be determined by reference to, among other things,
whether any untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
provided by the indemnifying party, on the one hand, or by the indemnified
party, on the other hand, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission.  The
parties agree that it would not be just and equitable if contribution were
determined by pro rata allocation (even if the Holders were treated as one entity
for such purpose) or any other method of allocation that does not take account
of the equitable considerations referred to above.  Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.  For purposes of this Section 6, each
person who controls a Holder within the meaning of either the Act or the
Exchange Act and each director, officer, employee, Affiliate and agent of such
Holder shall have the same rights to contribution as such Holder, and each
person who controls the Company or any Guarantor within the meaning of either
the Act or the Exchange Act, each officer of the Company or any Guarantor who
shall have signed the Registration Statement and each director of the Company
or any Guarantor shall have the same rights to contribution as the Company and
the Guarantors, subject in each case to the applicable terms and conditions of
this paragraph (d).


 


(e)                                  The
provisions of this Section 6 will remain in full force and effect,
regardless of any investigation made by or on behalf of any Holder or the
Company and the


 


19





















 


Guarantors or any
of the indemnified persons referred to in this Section 6, and will survive
the sale by a Holder of securities covered by a Registration Statement.


 


7.                                       Underwritten
Registrations.


 


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


 


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


 


8.                                       Special
Interest.  If (a) on or prior to the 180th day following the date of the original
issuance of the Securities (or if such 180th day is not a Business Day, the
next succeeding Business Day), neither the Exchange Offer Registration
Statement nor the Shelf Registration Statement has been filed with the
Commission, (b) on or prior to the 270th day following the date of
the original issuance of the Securities (or if such 270th day is not a Business
Day, the next succeeding Business Day), neither the Exchange Offer Registration
Statement nor the Shelf Registration Statement has been declared effective by
the Commission, (c) on or prior to the 45th day following the date the Exchange
Offer Registration Statement is declared effective (or if such 45th day is not
a Business Day, the next succeeding Business Day), the Registered Exchange Offer
has not been consummated, or (d) after either the Exchange Offer Registration
Statement or the Shelf Registration Statement has been declared effective, such
Registration Statement thereafter ceases to be effective or usable (except as
permitted in this Agreement) in connection with resales of Securities or New
Securities in accordance with and during the periods specified in this
Agreement (each such event referred to in clauses (a) through (d), a (“Registration
Default”), interest (“Special Interest”) will accrue on the principal amount of
the affected Securities and New Securities (in addition to the stated interest
on the Securities and New Securities) from and including the date on which any
such Registration Default shall occur to but excluding the date on which all
Registration Defaults have been cured. 
Special Interest will accrue at a rate of 0.25% per annum during the
90-day period immediately following the occurrence of such Registration Default
and shall increase by 0.25% per annum at the end of each subsequent 90-day
period, but in no event shall such rate exceed 1.00% per annum.  Special Interest shall be the exclusive
remedy available to the Holders for a Registration Default.


 


All obligations of the Company and the Guarantors set forth in the
preceding paragraph that are outstanding with respect to any Security at the
time such Security is exchanged for a New Security shall survive until such
time as all such obligations with respect to such Security have been satisfied
in full.


 


20





















 


9.                                       No
Inconsistent Agreements.  The Company
and the Guarantors have not entered into, and agree not to enter into, any
agreement with respect to their securities that is inconsistent with the rights
granted to the Holders herein or that otherwise conflicts with the provisions
hereof.


 


10.                                 Amendments
and Waivers.  The provisions of this
Agreement, may not be amended, qualified, modified or supplemented, and waivers
or consents to departures from the provisions hereof may not be given, unless
the Company has obtained the written consent of the Majority Holders; provided, however, that, with respect to any matter that
directly or indirectly affects the rights of any Initial Purchaser hereunder,
the Company shall obtain the written consent of each such Initial Purchaser
against which such amendment, qualification, supplement, waiver or consent is
to be effective; provided further, however, that
no amendment, qualification, supplement, waiver or consent with respect to Section 8
hereof shall be effective as against any Holder of Registered Securities unless
consented to in writing by such Holder; and provided further, however,
that the provisions of this Section 10 may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of the Initial Purchasers and each Holder.  Notwithstanding the foregoing (except the
foregoing provisos), a waiver or consent to departure from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders whose Securities or New Securities, as the case may be, are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect the rights of other Holders may be given by the Majority Holders,
determined on the basis of Securities or New Securities, as the case may be,
being sold rather than registered under such Registration Statement.


 


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


 


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


 


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


 


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


 


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


 


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


 


12.                                 Remedies.  Each Holder, in addition to being entitled to
exercise all rights provided to it herein, in the Indenture or in the Purchase
Agreement or granted by law, will be


 


21





















 


entitled to
specific performance of its rights under this Agreement. The Company and the
Guarantors agree that monetary damages would not be adequate compensation for
any loss incurred by reason of a breach by them of the provisions of this
Agreement and hereby agree to waive in any action for specific performance the
defense that a remedy at law would be adequate. 
Notwithstanding the provisions of this Section 12, Special Interest
shall constitute liquidated damages and be the exclusive remedy available to
Holders for a Registration Default.


 


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


 


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


 


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


 


16.                                 Applicable
Law.  This Agreement will be governed
by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed within the State of New York.


 


17.                                 Jurisdiction.  The Company and the Guarantors agree that any
suit, action or proceeding against the Company or any of the Guarantors brought
by any Holder or Initial Purchaser, the directors, officers, employees,
Affiliates and agents of any Holder or Initial Purchaser, or by any person who
controls any Holder or Initial Purchaser, arising out of or based upon this
Agreement or the transactions contemplated hereby may be instituted in any
State or U.S. federal court in The City of New York and County of New York, and
waive any objection which they may now or hereafter have to the laying of venue
of any such proceeding, and irrevocably submit to the non-exclusive
jurisdiction of such courts in any suit, action or proceeding.  The Company and the Guarantors hereby appoint
CT Corporation System, 111 Eight Avenue, New York, New York 10011 as their
authorized agent (the “Authorized Agent”)
upon whom process may be served in any suit, action or proceeding arising out
of or based upon this Agreement or the transactions contemplated herein that
may be instituted in any State or U.S. federal court in The City of New York
and County of New York, by any Holder or Initial Purchaser, the directors,
officers, employees, Affiliates and agents of any Holder or Initial Purchaser,
or by any person who controls any Holder or Initial Purchaser, and expressly
accept the non-exclusive jurisdiction of any such court in respect of any such
suit, action or proceeding.  The Company
and the Guarantors hereby represent and warrant that the Authorized Agent has
accepted such appointment and has agreed to act as said agent for service of
process, and the Company and the Guarantors agree to take any and all action,
including the filing of any and all documents that may be necessary to continue
such appointment in full force and effect as aforesaid.  Service of process upon the Authorized Agent
shall be deemed, in every respect,


 


22





















 


effective service
of process upon the Company or any of the Guarantors.  The parties hereto each hereby waive any
right to trial by jury in any action, proceeding or counterclaim arising out of
or relating to this Agreement.


 


18.                                 Waiver
of Immunity.  To the
extent that the Company or any of the Guarantors has or hereafter may acquire
any immunity (sovereign or otherwise) from any legal action, suit or
proceeding, from jurisdiction of any court or from set-off or any legal process
(whether service or notice, attachment in aid or otherwise) with respect to
itself or any of its property, the Company and the Guarantors hereby
irrevocably waive and agree not to plead or claim such immunity in respect of
their respective obligations under this Agreement.


 


19.                                 Currency.  To the fullest extent permitted by law, the
obligations of the Company and the Guarantors in respect of any amount due
under this Agreement will, notwithstanding any payment in any currency other
than U.S. dollars (whether pursuant to a judgment or otherwise), be discharged
only to the extent of the amount in U.S. dollars (the “relevant
currency”) that the party entitled to receive such payment may,
in accordance with its normal procedures, purchase with the sum paid in such
other currency (after any premium and costs of exchange) on the Business Day
immediately following the day on which such party receives such payment.  If the amount in the relevant currency that
may be so purchased for any reason falls short of the amount originally due, the
Company and the Guarantors will pay such additional amounts, in the relevant
currency, as may be necessary to compensate for the shortfall.  Any obligation of the Company or any of the
Guarantors not discharged by such payment will, to the fullest extent permitted
by applicable law, be due as a separate and independent obligation and, until
discharged as provided herein, will continue in full force and effect.  If, however, the amount in the relevant
currency that may be so purchased is in excess of the amount originally due,
the party who has received such payment will return such excess amount, in the
relevant currency, to the Company or such Guarantor, as applicable.


 


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


 


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


 


23





















 


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


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  Neenah
  Paper, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bonnie C. Lind

  	
   

  
	
   

  	
   

  	
  Name: Bonnie
  C. Lind

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President, Chief Financial Officer and Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Neenah Paper
  Sales, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bonnie C. Lind

  	
   

  
	
   

  	
   

  	
  Name: Bonnie
  C. Lind

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President, Chief Financial Officer and Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Neenah Paper
  Michigan, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bonnie C. Lind

  	
   

  
	
   

  	
   

  	
  Name: Bonnie
  C. Lind

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Neenah Paper
  Company of Canada

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bonnie C. Lind

  	
   

  
	
   

  	
   

  	
  Name: Bonnie
  C. Lind

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President, Chief Financial Officer and Treasurer

  	
   

  



 





















 


The foregoing
Agreement is hereby confirmed and

accepted as of the date first above written.


 


Citigroup
Global Markets Inc.

Goldman, Sachs & Co.

J.P. Morgan Securities Inc.


 


 


By:  Citigroup Global Markets Inc.


 


	
  By

  	
  /s/ Whitner
  Marshall

  	
   

  
	
   

  	
  Name:
  Whitner Marshall

  
	
   

  	
  Title:
  Director

  



 


For themselves
and the other several

Initial Purchasers named in Schedule I

to the Purchase Agreement.


 





















 


ANNEX A


 


Each
broker-dealer that receives new securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection
with any resale of such new securities. 
The Letter of Transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an “underwriter”  within the meaning of
the Securities Act.  This prospectus, as
it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of new securities received in exchange
for securities where such securities were acquired by such broker-dealer as a
result of market-making activities or other trading activities.  The company and the guarantors have agreed
that, starting on the expiration date and ending on the close of business 90
days after the expiration date, it will make this prospectus available to any
broker-dealer for use in connection with any such resale.  See “Plan of Distribution.”


 


A-1





















 


ANNEX B


 


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


 


B-1





















 


ANNEX C


 


PLAN OF
DISTRIBUTION


 


Each
broker-dealer that receives new securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection
with any resale of such new securities. 
This prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of new securities
received in exchange for securities where such securities were acquired as a
result of market-making activities or other trading activities.  The company and the guarantors have agreed
that, starting on the expiration date and ending on the close of business 90
days after the expiration date, they will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale.  In addition, until                    ,
           , all dealers
effecting transactions in the new securities may be required to deliver a
prospectus.


 


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


 


For a period
of 90 days after the expiration date, the company and the guarantors will
promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal.  The
company has agreed to pay all expenses incident to the Exchange Offer (including
the expenses of one counsel for the holder of the securities) other than
commissions or concessions of any brokers or dealers and will indemnify the
holders of the securities (including any broker-dealers) against certain
liabilities, including liabilities under the Securities Act.


 


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


 


C-1





















 


ANNEX D


 


Rider A


 


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


 


	
  Name:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Rider B


 


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