exv4w10






EXHIBIT 4.10




RGHL US ESCROW I INC.

RGHL US ESCROW I LLC

RGHL ESCROW ISSUER (LUXEMBOURG) I S.A.




$1,500,000,000 aggregate principal amount of 9.000% Senior Notes due 2019



REGISTRATION RIGHTS AGREEMENT



October 15, 2010




Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010-3629



Ladies and Gentlemen:




     RGHL US Escrow I Inc., a company incorporated under the laws of the State of Delaware (the “US
Corporate Escrow Issuer”), RGHL US Escrow I LLC, a limited liability company organized under the
laws of the State of Delaware (the “US LLC Escrow Issuer”) and RGHL Escrow Issuer (Luxembourg) I
S.A., a company incorporated as a société anonyme (a public limited liability company) under the
laws of Luxembourg (the “Lux Escrow Issuer” and, together with the US Corporate Escrow Issuer and
the US LLC Escrow Issuer, the “Escrow Issuers”), issued and sold to Credit Suisse Securities (USA)
LLC, on behalf of itself and as representative of the other purchasers named therein (collectively,
the “Initial Purchasers”), upon the terms set forth in the purchase agreement dated October 6, 2010
(the “Purchase Agreement”), $1,500,000,000 aggregate principal amount of their 9.000% Senior Notes
due 2019 (the “Notes”) to be unconditionally guaranteed (the “Guaranties”) by the Escrow Release
Date Guarantors (as defined in the Purchase Agreement) and from time to time after the Escrow
Release Date (as defined below), the Post Escrow Release Date Guarantors (as defined in the
Purchase Agreement, and together with the Escrow Release Date Guarantors, the “Guarantors”). The
Initial Securities (as defined below) will be issued pursuant to an Indenture, dated as of October
15, 2010 (the “Base Indenture”), among the Escrow Issuers and The Bank of New York Mellon (the
“Trustee”). The gross proceeds from the issuance of the Initial Securities and an amount equal to
the accrued and unpaid interest and accreted original issue discount to, but excluding March 16,
2011, or June 16, 2011, if the special mandatory redemption date is extended pursuant to the terms
of the Escrow Agreement (as defined in the Purchase Agreement), will be deposited into one or more
escrow accounts pursuant to the Escrow Agreement among the Escrow Issuers and The Bank of New York
Mellon (the “Escrow Agent”). If all of the conditions set forth in the Escrow Agreement are
satisfied, the escrowed funds shall be released as described in the Escrow Agreement (the date of
such release, the “Escrow Release Date”), and the Escrow Merger (as defined in the Purchase
Agreement), including the execution of a supplemental indenture to the Base Indenture (the
“Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) by the Issuers (as
defined below), will be consummated. On the Escrow Release Date, each of Reynolds Group Issuer
LLC, a Delaware limited liability company (the “U.S. Issuer I”), Reynolds Group Issuer Inc., a
Delaware corporation (the “U.S. Issuer II” and, together with the U.S. Issuer I, the “U.S.
Issuers”) and Reynolds Group Issuer (Luxembourg) S.A., a company incorporated as a société anonyme
(a public limited liability company) under the laws of Luxembourg (the “Luxembourg Issuer” and,
together with the U.S. Issuers, the “Issuers”) and the Escrow Release Date Guarantors shall join
this Agreement by execution of the joinder attached hereto as Annex A (the “Registration Rights
Joinder”), pursuant to which each of the Issuers and the Escrow Release Date



 









 




Guarantors shall obtain the same rights and be subject to the same obligations as the parties
hereto, as though they each had entered into this Agreement on the date hereof. From time to time
after the Escrow Release Date, on the date any Post Escrow Release Date Guarantor guarantees the
Initial Securities, such Post Escrow Release Date Guarantor shall, and the Company (as defined
below) shall cause it to, execute the Registration Rights Joinder. If the conditions set forth in
the Escrow Agreement are not satisfied on or prior to March 16, 2011, or June 16, 2011, if the
special mandatory redemption date is extended pursuant to the terms of the Escrow Agreement, the
Escrow Issuers will redeem the Initial Securities pursuant to the terms of the Escrow Agreement,
and such redemption shall cause this Agreement to automatically terminate. As used herein, (i)
prior to the Escrow Release Date, references to the “Company” refer only to the Escrow Issuers, and
on and after the Escrow Release Date, such references shall refer only to the Issuers and the
Escrow Release Date Guarantors, and (ii) prior to the Escrow Release Date, references to the
“Initial Securities” refer only to the Notes, and on and after the Escrow Release Date, such
references shall refer only to the Notes and the Guaranties.




     As an inducement to the Initial Purchasers, for whom Credit Suisse Securities (USA) LLC is
acting as representative, to enter into the Purchase Agreement, the Company agrees with the Initial
Purchasers for the benefit of the holders of the Initial Securities (including, without limitation,
the Initial Purchasers), the Exchange Securities (as defined below) and the Private Exchange
Securities (as defined below) (collectively the “Holders”), as follows:



     1. Registered Exchange Offer. To the extent not prohibited by any applicable law or
interpretation of the staff of the Securities and Exchange Commission (the “Commission”), the
Company shall prepare, and use its commercially reasonable efforts to file with the Commission, a
registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under
the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer
(the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in
Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating
in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial
Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the
Company issued under the Indenture and identical in all material respects to the Initial Securities
(except for the transfer restrictions relating to the Initial Securities and the provisions
relating to the matters described in Section 6 hereof) that would be registered under the
Securities Act. The Company shall (i) use commercially reasonable efforts to cause such Exchange
Offer Registration Statement to be declared effective under the Securities Act on or prior to 365
days (or if the 365th day is not a business day, the first business day thereafter) after the date
of original issue of the Initial Securities (the “Issue Date”), (ii) as soon as practicable after
the effectiveness of the Exchange Offer Registration Statement, offer the Exchange Securities of
each series in exchange for the Initial Securities of the relevant series and (iii) keep the
Registered Exchange Offer open for not less than 20 business days (or longer, if required by
applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders
(such period being called the “Exchange Offer Registration Period”).



     If the Company effects the Registered Exchange Offer, the Company will be entitled to close
the Registered Exchange Offer 20 business days after the commencement thereof provided that the
Company has accepted all the Initial Securities theretofore validly tendered in accordance with the
terms of the Registered Exchange Offer.



     Following the declaration of the effectiveness of the Exchange Offer Registration Statement,
the Company shall as soon as practicable commence the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities
(as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange
Securities (assuming that at the time of the commencement of the Registered Exchange Offer such
Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with
any person to participate in the distribution of the Exchange Securities and is not prohibited by
any law or policy of the Commission from participating in the Registered Exchange Offer) to trade
such Exchange Securities from and after their receipt without any



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limitations or restrictions under the Securities Act and without material restrictions under
the securities laws of the several states of the United States.




     The Company acknowledges that, pursuant to current interpretations by the Commission’s staff
of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each
Holder which is a broker-dealer electing to exchange Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange Securities (an
“Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in
(a) Annex B hereto on the cover, (b) Annex C hereto in the “Exchange Offer Procedures” section and
the “Purpose of the Exchange Offer” section and (c) Annex D hereto in the “Plan of Distribution”
section of such prospectus in connection with a sale of any such Exchange Securities received by
such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if an Initial Purchaser
is permitted and elects to sell Exchange Securities acquired in exchange for Securities
constituting any portion of an unsold allotment, it is required to deliver a prospectus containing
the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as
applicable, in connection with such sale.



     The Company shall use its commercially reasonable efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the prospectus contained therein, in
order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus
delivery requirements of the Securities Act for such period of time as such persons must comply
with such requirements in order to resell the Exchange Securities; provided, however, that (i) in
the case where such prospectus and any amendment or supplement thereto must be delivered by an
Exchanging Dealer or an Initial Purchaser, such period shall be 180 days (or such shorter period
during which all Participating Broker Dealers are required by law to deliver such prospectus)
(unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make
such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in
connection with any resale of any Exchange Securities for a period of not less than 90 days after
the consummation of the Registered Exchange Offer.



     If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial
Securities acquired by it as part of its initial distribution, the Company, simultaneously with the
delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and
deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange
(the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like
principal amount of debt securities of the Company issued under the Indenture and identical in all
material respects (including the existence of restrictions on transfer under the Securities Act and
the securities laws of the several states of the United States, but excluding provisions relating
to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange
Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities
are herein collectively called the “Securities”.



     In connection with the Registered Exchange Offer, the Company shall:




     (a) 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;




     (b) keep the Registered Exchange Offer open for not less than 20 days (or longer, if
required by applicable law) after the date notice thereof is mailed to the Holders;




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




     (d) permit Holders to withdraw tendered Securities at any time prior to the close of
business, New York time, on the last business day on which the Registered Exchange Offer
shall remain open; and



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     (e) otherwise comply with all applicable laws.



     As soon as practicable after the close of the Registered Exchange Offer or the Private
Exchange, as the case may be, the Company shall:




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




     (y) deliver or cause to be delivered to the Trustee for cancellation all the Initial
Securities so accepted for exchange; and




     (z) cause the Trustee to authenticate and deliver promptly to each Holder of the
Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be,
equal in principal amount to the Initial Securities of such Holder so accepted for
exchange.



     The Indenture will provide that the Exchange Securities will not be subject to the transfer
restrictions set forth in the Indenture and that all the Securities will vote and consent together
on all matters as one class and that none of the Securities will have the right to vote or consent
as a class separate from one another on any matter.



     Interest on each Exchange Security and Private Exchange Security issued pursuant to the
Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment
date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if
no interest has been paid on the Initial Securities, from the date of original issue of the Initial
Securities.



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



     Notwithstanding any other provisions hereof, the Company shall use its commercially reasonable
efforts to ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and
any prospectus forming part thereof and any supplement thereto complies in all material respects
with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer
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 not misleading and (iii) any prospectus forming part of
any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include
an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.



     2. Shelf Registration. If (i) because of any change in law or in applicable interpretations
thereof by the staff of the Commission, the Company is not permitted to effect a Registered
Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not
consummated within 365 days of the Issue Date, (iii) any Initial Purchaser so requests with respect
to Securities not eligible to be



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exchanged for Exchange Securities in the Registered Exchange Offer and held by it following
consummation of the Registered Exchange Offer or (iv) any Holder (other than the Initial
Purchasers) is prohibited by law or Commission policy from participating in the Registered Exchange
Offer or may not resell the Exchange Securities acquired by it in the Registered Exchange Offer
without delivering a prospectus and the prospectus contained in the Exchange Offer Registration
Statement is not available for such resales by such holder (other than in either case (x) due
solely to the status of such holder as an affiliate of the Company within the meaning of the
Securities Act or (y) due to such holder’s inability to make the representations set forth in the
second to last paragraph of Section 1 hereof), and such Holder notifies the Company in writing on
or before the 60th day following the consummation of the Registered Exchange Offer, the
Company shall take the following actions:





     (a) The Company shall use commercially reasonable efforts to file with the Commission
and cause to make available an effective (unless it becomes effective automatically upon
filing) shelf registration statement (the “Shelf Registration Statement” and, together with
the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate
form under the Securities Act relating to the offer and sale of the Transfer Restricted
Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in
accordance with the methods of distribution set forth in the Shelf Registration Statement
and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”) (A) in the
case of clause (i) of the immediately preceding paragraph, on or prior to the 365th day
after the Issue Date, and (B) in the case of clause (ii), (iii) or (iv) of the immediately
preceding paragraph, as promptly as possible after the 365th day after the Issue Date;
provided, however, that no Holder (other than the Initial Purchasers) 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 the provisions of this Agreement applicable to
such Holder.




     (b) The Company shall keep the Shelf Registration Statement effective until the
earlier of (A) all such Securities covered by such Shelf Registration Statement (i) become
eligible for resale without regard to volume, manner of sale or other restrictions
contained in Rule 144 or (ii) have been sold pursuant to the Shelf Registration Statement
and (B) the date which is two years from the date hereof.




     (c) Notwithstanding any other provisions of this Agreement to the contrary, the
Company shall use its commercially reasonable efforts to 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, amendment or supplement, (i) to comply
in all material respects with the applicable requirements of the Securities Act and the
rules and regulations of the Commission and (ii) not to contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they
were made, not misleading.



     Notwithstanding anything to the contrary in this Agreement, at any time, the Company may delay
the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof, for a
reasonable period of time, but not in excess of 45 consecutive days or more than three (3) times
during any calendar year if the Board of Directors/Member of the (i) Escrow Issuers, prior to
Escrow Release Date or (ii) Issuers, on or after the Escrow Release Date, determines reasonably
and in good faith that (x) the filing of any such Shelf Registration Statement or the continuing
effectiveness thereof would require the disclosure of non-public material information that, in the
reasonable judgment of the Board of Directors/Member of the Escrow Issuers or the Issuers, as
applicable, would be detrimental to the Escrow Issuers or the Issuers, as applicable, if so
disclosed or would otherwise materially adversely affect a financing, acquisition, disposition,
merger or other material transaction or (y) such action is required by applicable law.



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     3. Registration Procedures. In connection with any Shelf Registration contemplated by Section
2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1
hereof, the following provisions shall apply:




     (a) The Company shall use its commercially reasonable efforts to (i) furnish to each
Initial Purchaser, prior to the filing thereof with the Commission, a copy of the
Registration Statement and each amendment thereof and each supplement, if any, to the
prospectus included therein and, in the event that any Initial Purchaser (with respect to
any portion of an unsold allotment from the original offering) is participating in the
Registered Exchange Offer or the Shelf Registration Statement, the Company shall use its
commercially reasonable efforts to reflect in each such document, when so filed with the
Commission, such reasonable comments as such Initial Purchaser reasonably may propose; (ii)
include the information set forth in Annex B hereto on the cover, in Annex C hereto in the
“Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and in
Annex D hereto in the “Plan of Distribution” section of the prospectus forming a part of
the Exchange Offer Registration Statement and include the information set forth in Annex E
hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer;
(iii) if requested by any Initial Purchaser in writing, include the information required by
Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the
prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within
the prospectus contained in the Exchange Offer Registration Statement a section entitled
“Plan of Distribution,” reasonably acceptable to the Initial Purchasers, which shall
contain a summary statement of the positions taken or policies made by the staff of the
Commission with respect to the potential “underwriter” status of any broker-dealer that is
the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) of Exchange Securities received by such broker-dealer in
the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such positions or
policies have been publicly disseminated by the staff of the Commission or such positions
or policies, in the reasonable judgment of the Initial Purchasers based upon advice of
counsel (which may be in-house counsel), represent the prevailing views of the staff of the
Commission; and (v) in the case of a Shelf Registration Statement, include in the
prospectus included in the Shelf Registration Statement (or, if permitted by Commission
Rule 430B(b), in a prospectus supplement that becomes a part thereof pursuant to Commission
Rule 430B(f)) that is delivered to any Holder pursuant to Section 3(d) and (f), to the
extent required by law or interpretation of the staff of the Commission, the names of the
Holders, who propose to sell Securities pursuant to the Shelf Registration Statement, as
selling securityholders.




     (b) The Company shall give written notice to the Initial Purchasers, the Holders of
the Securities and any Participating Broker-Dealer from whom the Company has received prior
written notice that it will be a Participating Broker-Dealer in the Registered Exchange
Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the prospectus until the requisite changes have been
made):




     (i) when the Registration Statement or 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 amendments or supplements to the
Registration Statement or the prospectus included therein or for additional
information;




     (iii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose, of the issuance by the Commission of a notification of objection
to the use of the form on which the Registration Statement has been filed, and of
the happening of any



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event that causes the Company to become an “ineligible issuer,” as defined in
Commission Rule 405.




     (iv) of the receipt by the Company or its legal counsel of any notification
with respect to the suspension of the qualification of the Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose; and




     (v) of the happening of any event that requires the Company to make changes in
the Registration Statement or the prospectus in order that the Registration
Statement or the prospectus do not contain an untrue statement of a material fact
nor 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 light of the
circumstances under which they were made) not misleading.




     (c) The Company shall use its commercially reasonable efforts to obtain the withdrawal
at the earliest possible time, of any order suspending the effectiveness of the
Registration Statement.




     (d) The Company shall furnish to each Holder of Securities included within the
coverage of the Shelf Registration, without charge, at least one copy of the Shelf
Registration Statement and any post-effective amendment or supplement thereto, including
financial statements and schedules, and, if the Holder so requests in writing, all exhibits
thereto (including those, if any, incorporated by reference). The Company shall not,
without the prior consent of the Initial Purchasers, such consent not to be unreasonably
withheld, make any offer relating to the Securities that would constitute a “free writing
prospectus,” as defined in Commission Rule 405.




     (e) The Company shall deliver to each Exchanging Dealer and each Initial Purchaser,
and to any other Holder who so requests, without charge, at least one copy of the Exchange
Offer Registration Statement and any post-effective amendment thereto, including financial
statements and schedules, and, if any Initial Purchaser or any such Holder requests, all
exhibits thereto (including those incorporated by reference).




     (f) The Company shall, during the period during which the Company is required to
maintain an effective Shelf Registration Statement pursuant to this Agreement, deliver to
each Holder of Securities included within the coverage of the Shelf Registration, without
charge, as many copies of the prospectus (including each preliminary prospectus) included
in the Shelf Registration Statement and any amendment or supplement thereto as such person
may reasonably request. The Company consents, subject to the provisions of this Agreement,
to the use of the prospectus or any amendment or supplement thereto by each of the selling
Holders of the 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 shall deliver to each Initial Purchaser, any Exchanging Dealer, any
Participating Broker-Dealer and such other persons required to deliver a prospectus
following the Registered Exchange Offer, without charge, as many copies of the final
prospectus included in the Exchange Offer Registration Statement and any amendment or
supplement thereto as such persons may reasonably request. The Company consents, subject
to the provisions of this Agreement, to the use of the prospectus or any amendment or
supplement thereto by any Initial Purchaser, if necessary, any Participating Broker-Dealer
and such other persons required to deliver a prospectus following the Registered Exchange
Offer in connection with the offering and sale of the Exchange Securities covered by the
prospectus, or any amendment or supplement thereto, included in such Exchange Offer
Registration Statement; provided, however, that such persons shall not be authorized by the
Company to deliver and shall not deliver any such prospectus after the



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expiration of the period referred to in Section 2(b), in connection with the resales
contemplated by this paragraph.




     (h) Prior to any public offering of the Securities, pursuant to any Registration
Statement, the Company shall use its commercially reasonable efforts to register or qualify
or cooperate with the Holders of the Securities included therein and their respective
counsel in connection with the registration or qualification of the Securities for offer
and sale under the securities or “blue sky” laws of such states of the United States as any
Holder of the Securities reasonably requests in writing and do any and all other acts or
things necessary or advisable to enable the offer and sale in such jurisdictions of the
Securities covered by such Registration Statement; provided, however, that the Company
shall not be required to (i) qualify generally to do business in any jurisdiction where it
is not then so qualified (ii) take any action which would subject it to general service of
process or to taxation in any jurisdiction where it is not then so subject or (iii) make
any changes to their certificate of incorporation, by-laws or other organizational
documents, or any agreement between them and any of their shareholders.




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




     (j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of
Section 3(b) above during the period for which the Company is required to maintain an
effective Registration Statement, the Company shall promptly prepare and file a
post-effective amendment to the Registration Statement or a supplement to the related
prospectus and any other required document so that, as thereafter delivered to Holders of
the Securities or purchasers of Securities, the prospectus will not contain 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 light of the circumstances under
which they were made, not misleading. If the Company notifies the Initial Purchasers, the
Holders of the Securities and any known Participating Broker-Dealer in accordance with
paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus
until the requisite changes to the prospectus have been made, then the Initial Purchasers,
the Holders of the Securities and any such Participating Broker-Dealers shall suspend use
of such prospectus until the Company has amended or supplemented the prospectus to correct
such misstatement or omission, and the period of effectiveness of the Shelf Registration
Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement
provided for in Section 1 above shall each be extended by the number of days from and
including the date of the giving of such notice to and including the date when the Initial
Purchasers, the Holders of the Securities and any known Participating Broker-Dealer shall
have received such amended or supplemented prospectus pursuant to this Section 3(j). The
Initial Purchaser, each Holder and any Participating Broker Dealers agree that upon the
receipt of any such written notice from the Company, they will not distribute copies of the
prospectus that are the subject of such notice and will retain such copies in their files.




     (k) Not later than the effective date of the applicable Registration Statement, the
Company will provide a CUSIP number for the Initial Securities, the Exchange Securities or
the Private Exchange Securities, as the case may be, and provide the applicable trustee
with printed certificates for the Initial Securities, the Exchange Securities or the
Private Exchange Securities, as the case may be, in a form eligible for deposit with The
Depository Trust Company.




     (l) The Company will comply in all material respects with all rules and regulations of
the Commission to the extent and so long as they are applicable to the Registered Exchange
Offer or the Shelf Registration and will make generally available to its security holders
(or otherwise



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provide in accordance with Section 11(a) of the Securities Act) an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act, 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 Registration Statement, which statement shall cover such 12-month period.




     (m) The Company shall cause the Indenture to be qualified under the Trust Indenture
Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall
be necessary for such qualification. In the event that such qualification would require
the appointment of a new trustee under the Indenture, the Company shall appoint a new
trustee thereunder pursuant to the applicable provisions of the Indenture.




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




     (o) The Company shall enter into such customary agreements (including, if requested,
an underwriting agreement in customary form) and take all such other action, if any, as
Holders of a majority of the aggregate principal amount of the Securities shall reasonably
request in order to facilitate the disposition of the Securities pursuant to any Shelf
Registration.




     (p) In the case of any Shelf Registration, the Company shall (i) make reasonably
available for inspection by the Holders of the Securities, any underwriter participating in
any disposition pursuant to the Shelf Registration Statement and any attorney, accountant
or other agent retained by the Holders of the Securities or any such underwriter all
relevant financial and other records, pertinent corporate documents and properties of the
Company customarily inspected by underwriters in primary underwritten offerings and use its
commercially reasonable efforts to cause the Company’s officers, directors, employees,
accountants and auditors to supply all relevant information reasonably requested by the
Holders of the Securities or any such underwriter, attorney, accountant or agent in
connection with the Shelf Registration Statement, in each case, as shall be reasonably
necessary to enable such persons, to conduct a reasonable investigation within the meaning
of Section 11 of the Securities Act; provided, however, that the foregoing inspection and
information gathering shall be coordinated on behalf of the Initial Purchasers by counsel
to the Initial Purchasers and on behalf of the other parties, by one counsel designated by
and on behalf of such other parties as described in Section 4 hereof; and provided further,
that each such party shall be required to maintain in confidence and not to disclose to any
other person any information or records reasonably designated by the Company as being
confidential (any such information, “Confidential Information”), until such time as (A)
such Confidential Information becomes a matter of public record (whether by virtue of its
inclusion in such registration statement or otherwise except as a result of a breach of
this or any other obligation of confidentiality to the Company known to such party), or (B)
such person shall be required (pursuant to an agreement in form and substance reasonably
satisfactory to such person and the Company) so to disclose such Confidential Information
pursuant to a subpoena or order of any court or other governmental agency or body having
jurisdiction over the matter (subject to the requirements of such order, and only after
such person shall have given the Company prompt prior written notice of such requirement so
that the Company, at its expense, may undertake appropriate action to prevent disclosure of
such Confidential Information or records), or (C) such Confidential Information is required
to be set forth in such Shelf Registration Statement or the prospectus included therein or
in an amendment to such Shelf Registration Statement or an amendment or supplement to such
prospectus or is necessary to include therein in order that such Shelf Registration
Statement, prospectus, amendment or supplement, as the case may be, complies with
applicable requirements



9









 







of the federal securities laws and the rules and regulations of the Commission and
does not contain an untrue statement of a material fact or omit to state therein a material
fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing. Notwithstanding anything contained
herein to the contrary, if retained as an underwriter, initial purchaser or placement agent
by the Company, each of the Initial Purchasers will at all times be entitled to retain all
Confidential Information and to use it without any liability to the Company, (i) in
carrying out its legal and contractual obligations as an underwriter, initial purchaser or
placement agent, as appropriate in any transaction and (ii) to assert any defenses
available under the various US state and federal securities laws and other applicable
foreign laws, including, without limitation, “due diligence” defenses.




     (q) In the case of any Shelf Registration, the Company, if requested by Holders of a
majority of the aggregate principal amount of Securities covered thereby, shall cause (i)
its counsel to deliver an opinion relating to the Securities in customary form addressed to
such Holders and the managing underwriters, if any, thereof and dated, the effective date
of such Shelf Registration Statement (it being agreed that the matters to be covered by
such opinion shall include, without limitation, the due incorporation and good standing of
the Company and its subsidiaries; the due authorization, execution and delivery of the
relevant agreement of the type referred to in Section 3(o) hereof; the due authorization,
execution, authentication and issuance, and the validity and enforceability, of the
applicable Securities; the absence of material legal or governmental proceedings involving
the Company and its subsidiaries; the absence of governmental approvals required to be
obtained in connection with the Shelf Registration Statement, the offering and sale of the
applicable Securities, or any agreement of the type referred to in Section 3(o) hereof; the
compliance as to form of such Shelf Registration Statement and any documents incorporated
by reference therein and of the Indenture with the requirements of the Securities Act and
the Trust Indenture Act, respectively; and (A) as of the date of the opinion and as of the
effective date of the Shelf Registration Statement or most recent post-effective amendment
thereto, as the case may be, the absence from such Shelf Registration Statement and the
prospectus included therein, as then amended or supplemented, and from any documents
incorporated by reference therein and (B) as of one applicable time identified by such
majority of Holders and managing underwriters, the absence from such prospectus taken
together with any other documents identified by such Holders or managing underwriters, in
the case of (A) and (B), of an untrue statement of a material fact or the omission to state
therein a material fact required to be stated therein or necessary to make the statements
therein not misleading (in the case of any such incorporated documents, in the light of the
circumstances existing at the time that such documents were filed with the Commission under
the Exchange Act); (ii) its officers to execute and deliver such documents and certificates
and updates thereof as may be reasonably requested by any underwriters of the applicable
Securities and which are customarily delivered in underwritten offerings, to evidence the
continued validity of the representations and warranties of the Company made pursuant to,
and to evidence compliance with any customary conditions contained in, an underwriting
agreement and (iii) cause their independent public accountants and the independent public
accountants with respect to any other entity for which financial information is provided in
the Shelf Registration Statement to provide to such Holders of the applicable Securities
and any underwriter therefor a comfort letter in customary form and covering matters of the
type customarily covered in comfort letters in connection with primary underwritten
offerings, subject to receipt of appropriate documentation as contemplated, and only if
permitted, by Statement of Auditing Standards No. 72 (or any successor bulletins).




     (r) In the case of the Registered Exchange Offer, if requested by any Initial
Purchaser or any known Participating Broker-Dealer, which Initial Purchaser or
Participating Broker-Dealer has represented to the Company that it may have a “due
diligence” defense under the various US state and federal securities laws, the Company
shall cause (i) its counsel to deliver to such Initial Purchaser or such Participating
Broker-Dealer a signed opinion in the form set forth in Schedule C of the Purchase
Agreement with such changes as are customary in connection with the preparation



10









 







of a Registration Statement and (ii) its independent public accountants and the
independent public accountants with respect to any other entity for which financial
information is provided in the Registration Statement to deliver to such Initial Purchaser
or such Participating Broker-Dealer a comfort letter, in customary form, meeting the
requirements as to the substance thereof as set forth in Section 7(a) of the Purchase
Agreement, with appropriate date changes.




     (s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon
delivery of the Initial Securities by Holders to the Company (or to such other Person as
directed by the Company) in exchange for the Exchange Securities or the Private Exchange
Securities, as the case may be, the Company shall use its commercially reasonable efforts
to mark, or caused to be marked, on the Initial Securities so exchanged that such Initial
Securities are being canceled in exchange for the Exchange Securities or the Private
Exchange Securities, as the case may be; in no event shall the Initial Securities be marked
as paid or otherwise satisfied.




     (t) The Company will use its commercially reasonable efforts to (a) if the Initial
Securities have been rated prior to the initial sale of such Initial Securities, confirm
such ratings will apply to the Securities covered by a Registration Statement, or (b) if
the Initial Securities were not previously rated, cause the Securities covered by a
Registration Statement to be rated with the appropriate rating agencies, if so requested by
Holders of a majority in aggregate principal amount of Securities covered by such
Registration Statement, or by the managing underwriters, if any.




     (u) In the event that any broker-dealer registered under the Exchange Act 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 Conduct Rules (the
“Rules”) of the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether
as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker
or dealer in respect thereof, or otherwise, the Company will use commercially reasonable
efforts to assist such broker-dealer in complying with the requirements of such Rules,
including, without limitation, by (i) if such Rules, including Rule 2720, shall so require,
engaging a “qualified independent underwriter” (as defined in Rule 2720) to participate in
the preparation of the Registration Statement relating to such Securities, to exercise
usual standards of due diligence in respect thereto and, if any portion of the offering
contemplated by such Registration Statement is an underwritten offering or is made through
a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying
any such qualified independent underwriter to the extent of the indemnification of
underwriters provided in Section 5 hereof and (iii) providing such information to such
broker-dealer as may be required in order for such broker-dealer to comply with the
requirements of the Rules.




     (v) The Company shall use its commercially reasonable efforts to take all other steps
necessary to effect the registration of the Securities covered by a Registration Statement
contemplated hereby.



     4. Registration Expenses. The Company shall bear all fees and expenses incurred in connection
with the performance of its obligations under Sections 1 through 3 hereof (including the reasonable
fees and expenses, if any, of Cravath, Swaine & Moore LLP, counsel for the Initial Purchasers,
incurred in connection with the Registered Exchange Offer), whether or not the Registered Exchange
Offer or a Shelf Registration is filed or becomes effective, and, in the event of a Shelf
Registration, shall bear or reimburse the Holders of the Securities covered thereby for the
reasonable fees and disbursements of one firm of counsel designated by the Holders of a majority in
principal amount of the Initial Securities covered thereby to act as counsel for the Holders of the
Initial Securities in connection therewith.



     5. Indemnification. (a) The Company agrees to indemnify and hold harmless each Holder of
the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder
or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act
(each Holder, any Participating Broker-Dealer and such controlling persons are referred to
collectively as the



11









 




“Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or
several, to which each Indemnified Party may become subject under the Securities Act, the Exchange
Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or
are based upon any untrue statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus or “issuer free writing prospectus,” as defined in Commission Rule 433
(“Issuer FWP”), relating to a Shelf Registration, 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 shall reimburse, as incurred, the Indemnified
Parties for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action in respect thereof;
provided, however, that (i) the Company shall not be liable in any such case to the extent that
such loss, claim, damage or liability arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in a Registration Statement or
prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP
relating to a Shelf Registration in reliance upon and in conformity with written information
pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically
for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus relating to a Shelf Registration
Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit
of any Holder or Participating Broker-Dealer from whom the person asserting any such losses,
claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus
relating to such Securities was required to be delivered (including through satisfaction of the
conditions of Commission Rule 172) by such Holder or Participating Broker-Dealer under the
Securities Act in connection with such purchase and any such loss, claim, damage or liability of
such Holder or Participating Broker-Dealer results from the fact that there was not conveyed to
such person, at or prior to the time of the sale of such Securities to such person, an amended or
supplemented prospectus or, if permitted by Section 3(d), an Issuer FWP correcting such untrue
statement or omission or alleged untrue statement or omission if the Company had previously
furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however,
that this indemnity agreement will be in addition to any liability which the Company may otherwise
have to such Indemnified Party. The Company shall also indemnify underwriters, their officers and
directors and each person who controls such underwriters within the meaning of the Securities Act
or the Exchange Act to the same extent as provided above with respect to the indemnification of the
Holders of the Securities if requested by such Holders.




     (b) Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless
the Company and each person, if any, who controls the Company within the meaning of the Securities
Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions
in respect thereof, to which the Company or any such controlling person may become subject under
the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages,
liabilities or actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf
Registration, or arise out of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in each case only to the
extent that the untrue statement or omission or alleged untrue statement or omission was made in
reliance upon and in conformity with written information pertaining to such Holder and furnished to
the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company
for any legal or other expenses reasonably incurred by the Company or any such controlling person
in connection with investigating or defending any loss, claim, damage, liability or action in
respect thereof. This indemnity agreement will be in addition to any liability which such Holder
may otherwise have to the Company or any of its controlling persons.



     (c) Promptly after receipt by an indemnified party under this Section 5 of notice of the
commencement of any action or proceeding (including a governmental investigation), such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying party under this
Section 5,



12









 







notify the indemnifying party of the commencement thereof; but the failure to notify the
indemnifying party shall not relieve the indemnifying party from any liability that it may have
under subsection (a) or (b) above except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and provided further
that the failure to notify the indemnifying party shall not relieve it from any liability that it
may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any
such action is brought against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate therein and, to the
extent that it may wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so to assume the
defense thereof the indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses, other than reasonable costs of investigation,
subsequently incurred by such indemnified party in connection with the defense thereof. If the
indemnifying party does not assume the defense of such action, it is understood that the
indemnifying party shall not, in connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for fees and expenses of more than one separate law firm of attorneys (in
addition to one separate law firm of local attorneys in each such jurisdiction) at any time for all
such indemnified parties, which firms shall be designated in writing by the applicable indemnified
party. No indemnifying party shall, without the prior written consent of the indemnified party,
effect any settlement of any pending or threatened action in respect of which any indemnified party
is or could have been a party and indemnity could have been sought hereunder by such indemnified
party unless such settlement (i) includes an unconditional release of such indemnified party from
all liability on any claims that are the subject matter of such action, and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.



     (d) If the indemnification provided for in this Section 5 is unavailable or insufficient to
hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits received by the
indemnifying party or parties on the one hand and the indemnified party on the other from the
exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation
provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above but also the
relative fault of the indemnifying party or parties on the one hand and the indemnified party on
the other in connection with the statements or 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 fault of the parties 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 on the one
hand or such Holder or such other indemnified party, as the case may be, on the other, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The amount paid by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the
Securities shall not be required to contribute any amount in excess of the amount by which the net
proceeds received by such Holders from the sale of the Securities pursuant to a Registration
Statement exceeds the amount of damages which such Holders have 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 (d), each person, if any, who controls such
indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as such indemnified party and each person, if any, who controls



13









 







the Company within the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as the Company.



     (e) The agreements contained in this Section 5 shall survive the sale of the Securities
pursuant to a Registration Statement and shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement or any investigation made by or on behalf of any
indemnified party.



     6. Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional
Interest”) with respect to the Initial Securities shall be assessed as follows if any of the
following events occur (each such event in clauses (i) through (iv) below a “Registration
Default”):




     (i) If the Exchange Offer Registration Statement does not become effective by
the 365th day following the date hereof;




     (ii) If the Registered Exchange Offer is not completed within 30 days after
the Exchange Offer Registration Statement becomes effective;




     (iii) If an effective Shelf Registration Statement is not made available by
the later of (A) the 365th day following the Issue Date or (B) the 120th day
following the date on which the requirement to make such Shelf Registration
Statement available arises; or




     (iv) If after either the Exchange Offer Registration Statement or the Shelf
Registration Statement is declared (or becomes automatically) effective (A) such
Registration Statement thereafter ceases to be effective; or (B) such Registration
Statement or the related prospectus ceases to be usable (except as permitted in
paragraph (b) and the last paragraph of Section 2) in connection with resales of
Transfer Restricted Securities during the periods specified herein because either
(1) any event occurs as a result of which the related prospectus forming part of
such Registration Statement would include any untrue statement of a material fact
or omit to state any material fact necessary to make the statements therein in the
light of the circumstances under which they were made not misleading, (2) it shall
be necessary to amend such Registration Statement or supplement the related
prospectus, to comply with the Securities Act or the Exchange Act or the respective
rules thereunder.


Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest
set forth in the title of the Transfer Restricted Securities from and including the date on which
any such Registration Default shall occur to but excluding (i) the date on which all such
Registration Defaults have been cured and (ii) the date which is two years after the date hereof.
The rate of the Additional Interest will be 0.25% per annum for the first 90-day period immediately
following the occurrence of a Registration Default, and such rate will increase by an additional
0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have
been cured, up to a maximum Additional Interest rate of 1.00% per annum, regardless of the number
of Registration Defaults that shall have occurred and are continuing.




     (b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to
have occurred and be continuing in relation to a Shelf Registration Statement or the related
prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a
post-effective amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective amendment is not yet
effective and needs to be declared effective to permit Holders to use the related prospectus or (y)
other material events, with respect to the Company that would need to be described in such Shelf
Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is
proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and
related prospectus to describe such events; provided, however, that in any case if such
Registration Default occurs for a continuous period in excess of 30 days, Additional Interest



14









 




shall be payable in accordance with the above paragraph from the day such Registration Default
occurs until such Registration Default is cured. A Registration Default referred to in Section
6(a)(1) shall be deemed cured when the Exchange Offer Registration Statement becomes effective. A
Registration Default referred to in Section 6(a)(ii) shall be deemed cured when the Registered
Exchange Offer has been completed. A Registration Default referred to in Section 6(a)(iii) or
Section 6(a)(iv)(A) hereof shall be deemed cured in relation to a Shelf Registration Statement if
(i) such Shelf Registration Statement was required to become effective because the Registered
Exchange Offer was not consummated within 365 days of the Issue Date and (ii) the Registered
Exchange Offer is thereafter consummated. Additional Interest shall be payable in accordance with
the above paragraph from the day such Registration Default occurs until such Registration Default
is cured.




     (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of
Section 6(a) above will be payable in cash on the regular interest payment dates with respect to
the Transfer Restricted Securities. The amount of Additional Interest will be determined by
multiplying the applicable Additional Interest rate by the principal amount of the Transfer
Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such
Additional Interest rate was applicable during such period (determined on the basis of a 360-day
year comprised of twelve 30-day months), and the denominator of which is 360.



     (d) “Transfer Restricted Securities” means each Security until (i) the date on which such
Transfer Restricted Security has been exchanged by a person other than a broker-dealer for a freely
transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a
broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Security, the
date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or
prior to the date of such sale a copy of the prospectus contained in the Exchange Offer
Registration Statement, (iii) the date on which such Initial Security has been effectively
registered under the Securities Act and disposed of in accordance with the Shelf Registration
Statement, (iv) the date on which such Initial Security is distributed to the public pursuant to
Rule 144 under the Securities Act, (v) after such time as the Registered Exchange Offer has been
consummated or the Shelf Registration Statement has been declared effective, the date on which such
Initial Security would be saleable (if it were held by a non-Affiliate) pursuant to Rule 144 under
the Securities Act without restrictions on volume or manner of sale or (vi) the date on which such
Initial Security shall cease to be outstanding.



     7. Rules 144 and 144A. The Company shall use its commercially reasonable efforts to file the
reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner
and, if at any time the Company is not required to file such reports, it will, upon the reasonable
request of any Holder of Initial Securities, make publicly available other information so long as
necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company
covenants that it will take such further action as any Holder of Initial Securities may reasonably
request, all to the extent required from time to time to enable such Holder to sell Initial
Securities without registration under the Securities Act within the limitation of the exemptions
provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will
provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the
Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial
Securities, the Company shall deliver to such Holder a written statement as to whether it has
complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be
deemed to require the Company to register any of its securities pursuant to the Exchange Act.



     8. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any
Shelf Registration are to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be
selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted
Securities to be included in such offering, provided, however, that the Managing Underwriters shall
be reasonably satisfactory to the Company.



15









 





     No person may participate in any underwritten registration hereunder unless such person (i)
agrees to sell such person’s Transfer Restricted Securities 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.



     9. Miscellaneous.



     (a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given,
except by the Company and the written consent of the Holders of a majority in principal amount of
the Securities affected by such amendment, modification, supplement, waiver or consents.



     (b) From time to time after the hereof, on the date that any Post Closing Date Guarantor
guarantees the Securities by executing a supplemental indenture to the Indenture, the Company shall
cause such Post Closing Date Guarantor to join this agreement by executing a joinder to this
agreement, pursuant to which it shall obtain the same rights and be subject to the same obligations
as the Guarantors party hereto, as though it had entered into this Agreement on the date hereof;
provided that a Post Closing Date Guarantor shall not be required to join this Agreement after the
Registered Exchange Offer has been completed or a Shelf Registration Statement has been declared
effective.



     (c) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which
guarantees overnight delivery:



          (1) if to a Holder of the Securities, at the most current address given by such Holder to the
Company in accordance with the provisions of this Section 9(c), which address initially is, with
respect to each Holder, the address of such Holder to which confirmation of the sale of the Notes
to such Holder was first sent by an Initial Purchaser, with a copy in like manner to you as
follows:




          (2) if to the Initial Purchasers;



Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.: (212) 325-4296

Attention: Transactions Advisory Group




     with a copy to:


Cravath, Swaine & Moore LLP

Worldwide Plaza

825 8th Avenue

New York, NY 10019

Fax No.: (212) 474-3700

Attention: LizabethAnn Eisen




          (3) if to the Company;



Reynolds Group Issuer LLC

160 Greentree Drive, Suite 101

Dover, Kent, Delaware 19904




16









 







Reynolds Group Issuer Inc.

160 Greentree Drive, Suite 101

Dover, Kent, Delaware 19904




     and


Reynolds Group Issuer (Luxembourg) S.A.

6C Pare d’ Activités Syrdall

L 5365 Munsbach, Grand Duchy of Luxembourg

160 Greentree Drive, Suite 101

Dover, Kent, Delaware 19904




     with a copy to:


Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand



Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Facsimile: (212) 909-6036

Attention: Steven J. Slutzky, Esq.




     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; three business days after being deposited in the mail,
postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator,
if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.



     (d) No Inconsistent Agreements. The Company has not, as of the date hereof, entered into, nor
shall it, on or after the date hereof, enter into, any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the
provisions hereof.



     (e) Successors and Assigns. This Agreement shall be binding upon the Company and its
successors and assigns.



     (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. Execution
and delivery of this agreement by delivery of a facsimile or an electronically recorded copy
(including a .pdf file) bearing a copy of the signature of a party shall constitute a valid and
binding execution and delivery of this agreement by such party. Such copies shall constitute
enforceable original documents.



     (g) Headings. The headings in this Agreement are for convenience of reference only 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 WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.



17









 





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



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



     (k) Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and
delivery of this Agreement, the Company (i) acknowledges that it has, by separate written
instrument, irrevocably designated and appointed Reynolds Consumer Products Holdings Inc. (and any
successor entity), as its authorized agent upon which process may be served in any suit or
proceeding arising out of or relating to this Agreement that may be instituted in any federal or
state court in the State of New York or brought under federal or state securities laws, and
acknowledges that Reynolds Consumer Products Holdings Inc. has accepted such designation, (ii)
submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding, and
(iii) agrees that service of process upon Reynolds Consumer Products Holdings Inc. and written
notice of said service to the Company shall be deemed in every respect effective service of process
upon it in any such suit or proceeding. The Company further agrees to take any and all action,
including the execution and filing of any and all such documents and instruments, as may be
necessary to continue such designation and appointment of Reynolds Consumer Products Holdings Inc.
in full force and effect so long as any of the Securities shall be outstanding. To the extent that
the Company may acquire any immunity from jurisdiction of any court or from any legal process
(whether through service of notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such
immunity in respect of this Agreement, to the fullest extent permitted by law.



     If the foregoing is in accordance with your understanding of our agreement, please sign and
return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement among the Initial Purchasers and the Escrow Issuers in accordance
with its terms.



18









 





	 	 	 	 	 
	 	Very truly yours,



RGHL US Escrow I LLC

 	 
	 	By:  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	 	 
	 
	 	RGHL US Escrow I Inc.

 	 
	 	By:  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	 	 
	 
	 	RGHL Escrow Issuer (Luxembourg) I S.A.

 	 
	 	By:  	/s/ Pru Wyllie
 	 
	 	 	Name:  	Pru Wyllie 	 
	 	 	Title:  	 	 



19









 






	 	 	 	 	 



The foregoing Registration

Rights Agreement is hereby confirmed

and accepted as of the date first

above written.



by: Credit Suisse Securities (USA) LLC




	 	 	 	 	 
	 	 	 
	By:  	     /s/ Malcolm Price
 	 	 
	 	Name:  	Malcolm Price 	 	 
	 	Title:  	Managing Director 	 	 



20









 






	 	 	 	 	 



ANNEX A




REGISTRATION RIGHTS JOINDER





     With respect to the Registration Rights Agreement, dated as of October 15, 2010, among RGHL US
Escrow I Inc., a company incorporated under the laws of the State of Delaware (the “US Corporate
Escrow Issuer”), RGHL US Escrow I LLC, a limited liability company organized under the laws of the
State of Delaware (the “US LLC Escrow Issuer”) and RGHL Escrow Issuer (Luxembourg) I S.A., a
company incorporated as a société anonyme (a public limited liability company) under the laws of
Luxembourg (the “Lux Escrow Issuer” and, together with the US Corporate Escrow Issuer and the US
LLC Escrow Issuer, the “Escrow Issuers”), and Credit Suisse Securities (USA) LLC, as representative
of the Initial Purchasers (as defined therein and, such agreement, the “Registration Rights
Agreement”), for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, (i) Reynolds Group Issuer LLC, a Delaware limited liability company (the “U.S. Issuer
I”), Reynolds Group Issuer Inc., a Delaware corporation (the “U.S. Issuer II” and, together with
the U.S. Issuer I, the “U.S. Issuers”) and Reynolds Group Issuer (Luxembourg) S.A., a company
incorporated as a société anonyme (a public limited liability company) under the laws of Luxembourg
(the “Luxembourg Issuer” and, together with the U.S. Issuers, the “Issuers”) each assume all of the
rights and obligations of the Escrow Issuers thereunder and (ii) each of the signatories hereto
(other than the Issuers) assumes all of the rights and obligations as Guarantors under the
Registration Rights Agreement, in each case, as of the effective time of the Escrow Release Date
(as defined in the Registration Rights Agreement) and as though it had entered into the
Registration Rights Agreement on October 15, 2010. The obligations assumed by the Issuers and the
Guarantors under this Joinder shall be joint and several obligations. Capitalized terms used but
not defined in this Joinder shall have the meanings given to such terms in the Registration Rights
Agreement.



 









 





	 	 	 	 	 
	 	Very truly yours,



Reynolds Group Issuer LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Reynolds Group Issuer Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Reynolds Group Issuer (Luxembourg) S.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	[GUARANTORS]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



ANNEX B





     Each broker-dealer that receives Exchange 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 Exchange 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 Exchange Securities
received in exchange for Initial Securities where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading activities. The Company has
agreed that, for a period of (i) in the case of an Exchange Dealer or Initial Purchaser, 180 days
after the Expiration Date (as defined herein) and (ii) in the case of any broker dealer, 90 days
after the Expiration Date (as defined herein), it will make this Prospectus available to any such
Exchange Dealer, Initial Purchaser or broker dealer for use in connection with any such resale.
See “Plan of Distribution.”



 









 





ANNEX C




     Each broker-dealer that receives Exchange Securities for its own account in exchange for
Securities, where such Initial 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 Exchange Securities. See “Plan of Distribution.”



 









 





ANNEX D




PLAN OF DISTRIBUTION




     Each broker-dealer that receives Exchange 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 Exchange 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 Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed that, for a period of
(i) in the case of an Exchange Dealer or Initial Purchaser, 180 days after the Expiration Date and
(ii) in the case of any broker dealer, 90 days after the Expiration Date, it will make this
prospectus, as amended or supplemented, available to any such Exchange Dealer, Initial Purchaser or
broker dealer for use in connection with any such resale. In addition, until                     ,
20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a
prospectus. (1)



     The Company will not receive any proceeds from any sale of Exchange Securities by
broker-dealers. Exchange 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 Exchange
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 or the purchasers of any such
Exchange Securities. Any broker-dealer that resells Exchange 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 Exchange Securities may be deemed to be an “underwriter” within the meaning of
the Securities Act and any profit on any such resale of Exchange Securities and any commission 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 (i) in the case of an Exchange Dealer or Initial Purchaser, 180 days after the
Expiration Date and (ii) in the case of any broker dealer, 90 days after the Expiration Date the
Company will promptly send additional copies of this Prospectus and any amendment or supplement to
this Prospectus to any such Exchange Dealer, Initial Purchaser or 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 Holders 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.





 




			
	(1)	 	In addition, the legend required by
Item 502(e) of Regulation S-K will appear on the back cover page of the
Exchange Offer prospectus.




 









 










ANNEX E



o CHECK HERE 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: 	 
	 	 	 	 
	 	 	 


If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a
broker-dealer that will receive Exchange Securities for its own account in exchange for Initial
Securities that were acquired as a result of market-making activities or other trading activities,
it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange
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.