EX-4.3 REGISTRATION RIGHTS AGREEMENT



 





Execution Version




Exhibit 4.3




NEW GIANT CORPORATION




REGISTRATION RIGHTS AGREEMENT




dated as of July 9, 2007










 



 


TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS
	 	 	4	 
	1.1 Definitions
	 	 	4	 
	 
	 	 	 	 
	ARTICLE II REGISTRATION
	 	 	8	 
	2.1 Registration on Request
	 	 	8	 
	2.2 Incidental Registration
	 	 	12	 
	2.3 Registration Procedures
	 	 	13	 
	2.4 Underwritten Offerings
	 	 	18	 
	2.5 Preparation; Reasonable Investigation
	 	 	20	 
	2.6 Other Registrations
	 	 	20	 
	2.7 Finance Committee
	 	 	21	 
	2.8 Indemnification
	 	 	22	 
	 
	 	 	 	 
	ARTICLE III MISCELLANEOUS
	 	 	25	 
	3.1 Rule 144; Legended Securities; etc.
	 	 	25	 
	3.2 Amendments and Waivers
	 	 	26	 
	3.3 Nominees for Beneficial Owners
	 	 	26	 
	3.4 Successors, Assigns and Transferees
	 	 	26	 
	3.5 Notices
	 	 	26	 
	3.6 No Inconsistent Agreements
	 	 	27	 
	3.7 Remedies; Attorneys’ Fees
	 	 	27	 
	3.8 Term
	 	 	27	 
	3.9 Severability
	 	 	28	 
	3.10 Interpretation
	 	 	28	 
	3.11 Counterparts
	 	 	28	 
	3.12 Governing Law
	 	 	28	 
	3.13 Time of the Essence; Computation of Time
	 	 	28	 
	3.14 No Third Party Beneficiaries
	 	 	28	 
	3.15 Submission to Jurisdiction; Waivers
	 	 	28	 
	3.16 Waiver of Jury Trial
	 	 	29	 
	3.17 Entire Agreement
	 	 	29	 








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REGISTRATION RIGHTS AGREEMENT




     REGISTRATION
RIGHTS AGREEMENT, dated as of July 9, 2007, by and among New Giant Corporation, a
Delaware corporation (the “Company”), the persons listed on Schedule I hereto as “Family
Stockholders” (each, together with its Permitted Transferees to which it transfers any Registrable
Securities, a “Family Stockholder” and, collectively, the “Family Stockholders”),
any of the persons listed on Schedule I hereto as “Astros Stockholders” who become parties to this
Agreement (together with their Permitted Transferees to which they transfer Registrable Securities,
collectively, the “Astros Stockholders”), Clayton, Dubilier & Rice Fund V Limited
Partnership (together with its Permitted Transferees to which it transfers any Registrable
Securities, the “CDR Fund”), EXOR Group S.A. (together with its Permitted Transferees to
which it transfers any Registrable Securities, “Exor”), TPG Bluegrass IV, L.P., TPG
Bluegrass IV, Inc., TPG Bluegrass IV – AIV 2, L.P., TPG Bluegrass V, L.P., TPG Bluegrass V, Inc.,
TPG Bluegrass V – AIV 2, L.P., BCH Management, LLC, TPG FOF V – A, L.P. and TPG FOF V – B, L.P.
(together with their Permitted Transferees to which they transfer Registrable Securities,
collectively, “TPG Entities” and, together with the Family Stockholders, the Astros
Stockholders, the CDR Fund and Exor, the “Stockholders” and each of them a
“Stockholder”). Capitalized terms used herein without definition shall have the meanings
set forth in Article I.



W I T N E S S E T H:




     WHEREAS, the Company, Graphic Packaging Corporation, a Delaware corporation (“Giant”),
Giant Merger Sub, Inc., Bluegrass Container Holdings, LLC, a Delaware limited liability company
(“BCH”), TPG Entities and the other sellers of BCH party thereto are entering into a
Transaction Agreement and Agreement and Plan of Merger, dated as of the date hereof (as such
agreement may from time to time be modified, supplemented or restated the “Transaction
Agreement”), providing for (i) the contribution of BCH to the Company in exchange for the
issuance to the equityholders of BCH of shares of the common stock, par value $0.01, of the Company
(the “Common Stock”), and (ii) the merger of Giant with a subsidiary of the Company, with
Giant as the surviving corporation and each share of common stock of Giant being converted into the
right to receive one share of Common Stock (the transactions contemplated in clauses (i) and (ii)
collectively, the “Transactions”), in each case upon the terms and subject to the
conditions set forth therein;



     WHEREAS, Giant and certain stockholders of Giant are parties to that certain Registration and
Participation Agreement, dated as of March 27, 1996 (the “Original Registration Rights
Agreement”);



     WHEREAS, on March 25, 2003, Giant and certain stockholders of Giant amended and restated the
Original Registration Rights Agreement in order to add the
Family Stockholders and to modify certain provisions of such agreement (such amended and restated
agreement, the “Current Registration Rights Agreement”);









 



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     WHEREAS, the parties desire to enter into this Agreement, concurrently with the execution and
delivery of the Transaction Agreement, in connection with the Transactions, it being acknowledged
and agreed that this Agreement shall become effective, and the rights and obligations of the
parties under this Agreement, shall commence immediately upon the Effective Time; and



     WHEREAS, concurrently with the execution and delivery of this Agreement and the Transaction
Agreement, the Company, the Family Stockholders, the CDR Fund, Exor and certain TPG Entities and
Astros Stockholders are entering into a Stockholders Agreement, dated as of the date hereof, to
govern certain of their rights, duties and obligations relating to their ownership of the Common
Stock following the Transactions, such agreement to become effective immediately upon the Effective
Time (the “Stockholders Agreement”).



     NOW, THEREFORE, in consideration of the mutual agreements contained herein, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:



ARTICLE I




DEFINITIONS




     1.1 Definitions. For purposes of this Agreement, the following terms have the
following respective meanings:



     “Affiliate” means, with respect to any Person, any other Person directly or indirectly
Controlling, Controlled by or under common Control with such first Person. Any director, member of
management or other employee of the Company or any of its subsidiaries who would not otherwise be
an Affiliate of a Stockholder shall not be deemed to be an Affiliate of such Stockholder.



     “Agreement” has the meaning given in the preamble to this Agreement.



     “Astros Stockholders” has the meaning given in the preamble to this Agreement.



     “BCH” has the meaning given in the recitals to this Agreement.



     “Board” means the Board of Directors of the Company, or any duly authorized committee
thereof.



     “Business Day” means a day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required to close.



     “CD&R” means Clayton, Dubilier & Rice, Inc., a Delaware Corporation.



     “CDR Fund” has the meaning given in the recitals of this Agreement.









 



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     “Common Stock” has the meaning given in the recitals of this Agreement.



     “Company” has the meaning given in the preamble to this Agreement.



     “Control” means the power to direct the affairs of a Person by reason of ownership of
voting securities, by contract or otherwise.



     “Current Registration Rights Agreement” has the meaning given in the recitals of this
Agreement.



     “Effective Time” has the meaning given in the Transaction Agreement.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
Federal statute, and the rules and regulations thereunder which shall be in effect at the time. Any
reference to a particular section thereof shall include a reference to the corresponding section,
if any, of any such successor Federal statute, and the rules and regulations thereunder.



     “Exor” has the meaning given in the preamble to this Agreement.



     “Family Representative” has the meaning given in the Stockholders Agreement.



     “Family Stockholders” has the meaning given in the preamble to this Agreement.



     “Finance Committee” has the meaning given in Section 2.7 of this Agreement.



     “Fully Diluted” has the meaning given in the Stockholders Agreement.



     “Giant” has the meaning given in the recitals of this Agreement.



     “Initial Registered Offering” has the meaning given in Section 2.1(j) of this
Agreement.



     “NASD” means National Association of Securities Dealers, Inc.



     “Original Registration Rights Agreement” has the meaning given in the recitals of this
Agreement.



     “Permitted Transferee” has the meaning given in the Stockholders Agreement.



     “Person” means any natural person, firm, individual, partnership, joint venture,
business trust, trust, association, corporation, limited liability company or unincorporated
entity.



     “Public Offering” means an underwritten public offering of Common Stock led by at
least one underwriter of nationally recognized standing.



     “Refusing Holder” has the meaning given in Section 2.1(f) of this Agreement.









 



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     “Registrable Securities” means (a) all shares of Common Stock issued by the Company to
the Family Stockholders, the Astros Stockholders (including upon transfer of shares from BCH
Management, LLC), the CDR Fund, Exor and TPG Entities in connection with the Transactions, (b) all
other shares of Common Stock that constituted and continue to constitute “Registrable Securities”
as such term was defined under the Original Registration Rights Agreement or the Current
Registration Rights Agreement, (c) all shares of Common Stock issued after the date hereof to
members of management or directors of the Company for so long as any such shares constitute
“restricted securities” under the Securities Act and (d) any securities issued or issuable with
respect to any Common Stock referred to in the foregoing clauses (i) upon any conversion or
exchange thereof, (ii) by way of stock dividend or other distribution, stock split or reverse stock
split, (iii) in connection with a combination of shares, recapitalization, merger, consolidation or
other reorganization or (iv) otherwise. As to any particular Registrable Securities, once issued,
such securities shall cease to be Registrable Securities when (A) a registration statement (other
than a Special Registration pursuant to which such securities were issued by the Company) with
respect to the sale of such securities shall have become effective under the Securities Act and
such securities shall have been disposed of in accordance with such registration statement, (B)
such securities shall have been distributed to the public in reliance upon Rule 144, (C) subject to
the provisions of the third sentence of Section 3.1(a), such securities shall have been otherwise
transferred, new certificates for such securities not bearing a legend restricting further transfer
shall have been delivered by the Company, any stop transfer restrictions cancelled and subsequent
disposition of such securities shall not require registration or qualification of such securities
under the Securities Act or any similar state law then in force, or (D) such securities shall have
ceased to be outstanding.



     “Registration Expenses” means all expenses incident to the Company’s performance of
its obligations under or compliance with Article 2, including, but not limited to, all registration
and filing fees, all fees and expenses of complying with securities or blue sky laws, all fees and
expenses associated with listing securities on exchanges, all fees and other expenses associated
with filings with the NASD (including, if required, the fees and expenses of any “qualified
independent underwriter” and its counsel), all printing expenses, the fees and disbursements of
counsel for the Company and of its independent registered public accounting firm, and the expenses
of any special audits made by such accountants required by or incidental to such performance and
compliance and the reasonable fees and disbursements of one law firm (but not more than one)
retained by the holders of Registrable Securities and reasonably acceptable to the
Company, but not including any underwriting discounts or commissions or any transfer taxes
payable in respect of the sale of Registrable Securities by the holders thereof.



     “Requisite Percentage of Stockholders” means a Stockholder or Stockholders holding at
least (a) as to the first two requests under Section 2.1, 10% (by number of shares) of the
outstanding shares of Common Stock (provided that, as to the first such request, such
request must be made by at least two of the four of the Family Stockholders, CDR Fund, Exor and the
TPG Entities (provided further, however, that only one of the Family Stockholders, CDR Fund, Exor
and the TPG Entities need propose to register shares pursuant to such request)) or, (b) as to any
other such request, 5% (by number of shares) of the outstanding shares of Common Stock;
provided, however, that such percentage shall be 3% (by number of shares) for a
Stockholder to the extent that such Stockholder and its Permitted Transferees has less than 5% (by
number of









 



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shares) of the outstanding shares of Common Stock for at least 180 days held prior to the
date of a request pursuant to Section 2.1.



     “Rule 144” means Rule 144 (or any successor provision) under the Securities Act.



     “Rule 144A” means Rule 144A (or any successor provision) under the Securities Act.



     “Securities Act” means the Securities Act of 1933, as amended, or any successor
Federal statute, and the rules and regulations thereunder which shall be in effect at the time.
Any reference to a particular section thereof shall include a reference to the corresponding
section, if any, of any such successor Federal statute, and the rules and regulations thereunder.



     “Securities and Exchange Commission” means the Securities and Exchange Commission or
any other Federal agency at the time administering the Securities Act or the Exchange Act.



     “Shelf Registration” has the meaning given in Section 2.1(a) of this Agreement.



     “Shelf Take-Down” has the meaning given in Section 2.4 of this Agreement.



     “Shelf Underwritten Offering” has the meaning given in Section 2.1(i) of this
Agreement.



     “Special Registration” means the registration of equity securities and/or options or
other rights in respect thereof solely on Form S-4 or S-8 or any successor form.



     “Stockholders” has the meaning given in the preamble to this Agreement.



     “Stockholders Agreement” has the meaning given in the recitals of this Agreement.



     “Subsidiary” means, with respect to a given Person, any corporation, partnership,
limited liability company or other entity of which such Person owns, directly or indirectly, at
least a majority of the securities or other ownership interests having by the terms thereof
ordinary voting power to elect a majority of the board of directors or other individuals performing
similar functions of such corporation, partnership, limited liability company or other entity.



     “Take-Down Notice” has the meaning given in Section 2.1(i) of this Agreement.



     “TPG Entities” has the meaning given in the preamble to this Agreement.



     “Transaction Agreement” has the meaning given in the recitals of this Agreement.



     “Transactions” has the meaning given in the recitals of this Agreement.









 



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ARTICLE II




REGISTRATION




     2.1 Registration on Request.




     (a) Requests. Subject to the provisions of Section 2.6, at any time or from time to time
following 180 days after the Effective Time, the Requisite Percentage of Stockholders shall
have the right to make written requests on one or more occasions that the Company effect the
registration under the Securities Act (including by means of a shelf registration pursuant to
Rule 415 under the Securities Act, providing for an offering to be made on a continuous basis,
if so requested and if the Company is eligible to use Form S-3 or any applicable successor form
(a “Shelf Registration”)) of all or part of the Registrable Securities of the holder or
holders making such request, which requests shall specify the intended method of disposition
thereof by such holder or holders, provided that the Company shall not be required to effect a
registration under this Section 2.1(a) for 180 days after the effectiveness of the registration
statement for the first registration effected under this Section 2.1(a).



        (b) Obligation to Effect Registration. Upon receipt by the Company of any request for
registration pursuant to Section 2.1(a), subject to the provisions of Section 2.1(h) and the
discretion of the Finance Committee pursuant to Section 2.7 to delay any such requested
registration, the Company shall promptly give written notice of such requested registration to
all holders of Registrable Securities, and thereupon shall use its reasonable best efforts to
effect the registration under the Securities Act of




     (i) the Registrable Securities which the Company has been so requested to register
pursuant to Section 2.1(a), and




     (ii) all other Registrable Securities which the Company has been requested to
register by the holders thereof by written request given to the Company within 30 days
after the Company has given such written notice (which request shall specify the
intended method of disposition of such Registrable Securities),


all to the extent required to permit the disposition (in accordance with the intended methods
thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the
preceding sentence, the Company shall not be required to effect a registration requested
pursuant to Section 2.1(a) if (1) with respect to the first two such requests, the aggregate
number of Registrable Securities referred to in clauses (i) and (ii) of the preceding sentence
to be included in such registration shall be less than 10% (by number of shares) of the
outstanding shares of Common Stock, and (2) thereafter, the aggregate number of Registrable
Securities referred to in clauses (i) and (ii) of the preceding sentence to be included in such
registration is less than 5% (by number of shares) of the outstanding shares of Common Stock.










 



9



     (c) Registration Statement Form. Each registration requested pursuant to this Section 2.1
shall be effected by the filing of a registration statement on Form S-1 or Form S-3 (or any
other form which includes substantially the same information as would be required to be
included in a registration statement on such forms as presently constituted), unless the use of
a different form is (i) required by law or (ii) permitted by law and agreed to in writing by
holders holding at least a majority (by number of shares) of the Registrable Securities as to
which registration has been requested pursuant to this Section 2.1. If the holders of a
majority (by number of shares) of the Registrable Securities proposed to be sold in such
registration (or, if such registration involves an underwritten public offering, the managing
underwriter) shall notify the Company in writing that, in the judgment of such holders (or, if
applicable, such managing underwriter), the inclusion of additional information not required by
Form S-3 as specified in such notice is of material importance to the success of the public
offering of such Registrable Securities, such information shall be so included.




     (d) Expenses. The Company shall pay all Registration Expenses in connection with (i) all
of the registrations successfully effected pursuant to a request under Section 2.1(a) and (ii)
any such request that is later deemed not to have been exercised pursuant to Section 2.1(f),
Section 2.3(k) or Section 2.4(b).




     (e) Inclusion of Other Securities. The Company shall not register securities (other than
Registrable Securities) for sale for the account of any Person other than the Company in any
registration requested pursuant to Section 2.1(a) unless permitted to do so by the written
consent of holders holding at least a majority (by number of shares) of the Registrable
Securities proposed to be sold in such registration, which consent shall not unreasonably be
withheld, it being understood and agreed that such holders shall not be deemed to be
unreasonable if they in their good faith judgment believe that the inclusion of the securities
of any such other
Person will adversely affect the price or marketability of the shares that such holders of
Registrable Securities or the Company propose to sell in such registration.




     (f) Effective Registration Statement. A registration requested pursuant to Section 2.1(a)
will not be deemed to have been effected unless it has become effective for the period
specified in Section 2.3(b). Notwithstanding the preceding sentence, a registration requested
pursuant to Section 2.1(a) which does not become effective after the Company has filed a
registration statement with respect thereto solely by reason of the refusal to proceed of one
or more holders of Registrable Securities (each and any such holder of Registrable Securities
refusing to proceed being a “Refusing Holder”) requesting the registration shall be
deemed to have been effected by the Company at the request of such holder or holders; provided,
however, that, notwithstanding the provisions of Section 2.1(d) above, the Registration
Expenses incurred in connection with a registration that does not become effective as described
in the preceding sentence shall be apportioned pro rata among the Refusing Holders whose
Registrable Securities were requested to be registered in such registration, on the basis of
the respective amounts (by number of shares) of Registrable Securities requested to be
registered by such Refusing Holders.




     (g) Pro Rata Allocation. If the holders of a majority (by number of shares) of the
Registrable Securities for which registration is being requested pursuant to Section 2.1(a) and









 



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the Company determine, based on consultation with the managing underwriters or, in an offering
which is not underwritten, with an investment banking firm of nationally recognized standing,
that the number of securities to be sold in any such offering should be limited due to market
conditions or otherwise, holders of Registrable Securities proposing to sell their securities
in such registration and the Company shall share pro rata in the number of securities being
offered (as determined by the holders holding a majority (by number of shares) of the
Registrable Securities for which registration is being requested and the Company in
consultation with the managing underwriters or investment banker, as the case may be) and
registered for their account, such sharing to be based on the number of Registrable Securities
as to which registration was requested by such holders and, in the case of the Company, the
number of shares intended to be offered; provided, however, that a portion of the securities
being offered by the Company shall have first priority in any such registration to the effect
that the Company will be permitted to include no more than 25% of the total number of shares
being offered in any such offering (including any over allotment option).




     (h) Postponement of Registration; Suspension of Offering. The Company shall be entitled
to postpone (but not more than once for any specific registration (other than a Shelf
Registration statement) or offering) and in any event not more than three times in any 24-month
period), for a reasonable period of time not in excess of 60 days for any specific postponement
or suspension (subject to the last sentence of this Section 2.1(h)), the filing, initial
effectiveness, publication or continued use of a registration statement or related prospectus
(including a Shelf Registration) if the Company delivers to the affected holders a certificate
signed by the chief executive or
chief financial officer of the Company certifying that, in the good faith judgment of the Board
of Directors of the Company, such registration or offering would reasonably be expected to
materially adversely affect or materially interfere with any bona fide material financing of
the Company or any material transaction under consideration by the Company or would require
disclosure of information that has not been, and is not otherwise required to be, disclosed to
the public, the premature disclosure of which could materially adversely affect the Company.
Such certificate shall contain a statement of the reasons for such postponement and an
approximation of the anticipated delay. The holders receiving such certificate shall keep the
information contained in such certificate confidential subject to the same terms set forth in
the Stockholders Agreement. Upon receipt of any notice from the Company pursuant to this
Section 2.1(h), such holder will promptly discontinue such holder’s disposition of Registrable
Securities pursuant to the registration statement covering such Registrable Securities until
(i) such holder shall have received notice from the Company that such holder may
continue use of such registration statement and related prospectus or (ii) such registration
statement and related prospectus has been supplemented or amended, and such holder receives
copies of the supplemented or amended prospectus. If the Company shall postpone the filing of
a registration statement pursuant to this Section 2.1(h), the requesting holders shall have the
right to withdraw the request for registration by giving written notice to the Company within
20 days of the anticipated termination date of the postponement period, as provided in the
certificate delivered to the holders. In the event that the Finance Committee has exercised
its power to delay a registration or offering pursuant to Section 2.7 for 60 or more
consecutive days, then the Company’s right to postpone or suspend that registration or offering
pursuant to this









 



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Section 2.1(h) shall be for a reasonable period of time not in excess of 30
more consecutive days from the date that the Finance Committee ceases to delay such
registration or offering.




     (i) Underwritten Shelf Take-Downs. At any time that a shelf registration statement
covering Registrable Securities pursuant to Section 2.1(a) is effective, if any holder or group
of holders of Registrable Securities delivers a notice to the Company (a “Take-Down
Notice”) stating that it intends to effect an underwritten offering of all or part of its
Registrable Securities included by it on the shelf registration statement (a “Shelf
Underwritten Offering”) and stating the number of the Registrable Securities to be included
in the Shelf Underwritten Offering, then, subject to approval of the Finance Committee, the
Company shall amend or supplement the shelf registration statement as may be necessary in order
to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten
Offering (taking into account the inclusion of Registrable Securities by any other holders
pursuant to this Section 2.1(i)). In connection with any Shelf Underwritten Offering:




     (i) such proposing holder(s) shall also deliver the Take-Down Notice to all other
holders included on such shelf registration statement and permit each holder to include
its Registrable Securities included on the shelf registration statement in the Shelf
Underwritten Offering if such holder
notifies the proposing holders and the Company within five business days after delivery
of the Take-Down Notice to such holder; and




     (ii) if in the opinion of the managing underwriters for such Shelf Underwritten
Offering some but not all of the Registrable Securities may be so included in such
Shelf Underwritten Offering, the underwriter may limit the number of shares which would
otherwise be included in such Shelf Underwritten Offering in the same manner as is
described in Section 2.1(g) with respect to a limitation of shares to be included in a
registration.




     (j) Initial Offering. The Company and the Stockholders agree to the following additional
provisions with respect to the first registration and offering pursuant to Section 2.1(a) (the
“Initial Registered Offering”):




     (i) The Initial Registered Offering shall be a marketed underwritten offering of
Common Stock, subject in all respects to the reasonable supervision and guidance of the
Finance Committee;




     (ii) The Initial Registered Offering shall not be a Shelf Registration;




     (iii) The Company shall and shall cause its management and advisors to cooperate
in all reasonable respects in the Initial Registered Offering, including the marketing
thereof; and




     (iv) All Stockholders (regardless whether they elect to offer Registrable
Securities for sale in the Initial Registered Offering), shall agree not to effect
(other than pursuant to such registration) any public sale or distribution, including,
but not









 



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limited to, any sale pursuant to Rule 144 or Rule 144A, of any Registrable
Securities, any other equity securities of the Company or any securities convertible
into or exchangeable or exercisable for any equity securities of the Company during
such period of time (not to exceed 180 days) following the Initial Registered Offering
as is specified by the managing underwriter, and during the 7 days prior to the
effective date of such registration.



     2.2 Incidental Registration. If the Company at any time proposes to register any of
its equity securities (as defined in the Exchange Act) under the Securities Act (other than
pursuant to Section 2.1 or pursuant to a Special Registration), whether or not for sale for its own
account, and the registration form to be used may be used for the registration of Registrable
Securities, it will each such time give prompt written notice to all holders of Registrable
Securities of its intention to do so and of such holders’ rights under this Section and, upon the
written request of any holder of Registrable Securities given to the Company within 20 days after
the Company has given any such notice (which request shall specify the Registrable Securities
intended to be disposed of by such holder and the intended method of disposition thereof), the
Company will use its reasonable best efforts to effect the registration under the Securities Act of
all Registrable Securities which the Company has
been so requested to register by the holders thereof, to the extent required to permit the
disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable
Securities so to be registered, provided that:




     (a) if such registration shall be in connection with the first public offering of Common
Stock following the Transactions, the Company shall not include any Registrable Securities in
such proposed registration if the Board shall have determined, after consultation with the
managing underwriters for such offering, that it is not in the best interests of the Company to
include any Registrable Securities in such registration, provided that, if the Board makes such
a determination, the Company shall not include in such registration any securities not being
sold for the account of the Company;




     (b) if, at any time after giving written notice of its intention to register any
securities and prior to the effective date of the registration statement filed in connection
with such registration, the Company shall determine for any reason not to register such
securities, the Company may, at its election, give written notice of such determination to each
holder of Registrable Securities or other securities that was previously notified of such
registration and, thereupon, shall not register any Registrable Securities in connection with
such registration (but shall nevertheless pay the Registration Expenses in connection
therewith), without prejudice, however, to the rights of any holder or holders of Registrable
Securities to request that a registration be effected under Section 2.1;




     (c) if the Company shall be advised in writing by the managing underwriters (or, in
connection with an offering which is not underwritten, by an investment banking firm of
nationally recognized standing involved in such offering) (and the Company shall so advise each
holder of Registrable Securities requesting registration of such advice) that in their or its
opinion the number of securities requested to be included in such registration (whether by the
Company, pursuant to this Section 2.2 or pursuant to any other rights granted by the Company to
a holder or holders of its securities to request or demand such registration or









 



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inclusion of any such securities in any such registration) exceeds the number of such securities which can
be sold in such offering,




     (i) the Company shall include in such registration the number (if any) of
Registrable Securities so requested to be included which in the opinion of such
underwriters or investment banker, as the case may be, can be sold and shall not
include in such registration any securities (other than securities being sold by the
Company, which shall have priority in being included in such registration) so requested
to be included other than Registrable Securities unless all Registrable Securities
requested to be so included are included therein, and




     (ii) if in the opinion of such underwriters or investment banker, as the case may
be, some but not all of the Registrable Securities may be so
included, all holders of Registrable Securities requested to be included therein shall
share pro rata in the number of shares of Registrable Securities included in such
public offering on the basis of the number of Registrable Securities requested to be
included therein by such holders, and the Company shall so provide in any registration
agreement hereinafter entered into with respect to any of its securities; and




     (d) if prior to the effective date of the registration statement filed in connection with
such registration, the Company is informed by the managing underwriter (or, in connection with
an offering which is not underwritten, by an investment banking firm of nationally recognized
standing involved in such offering) that the price at which such securities are to be sold is a
price below that price which the requesting holders shall have indicated to be acceptable, the
Company shall promptly notify the requesting holders of such fact, and each such requesting
holder shall have the right to withdraw its request to have its Registrable Securities included
in such registration statement.



     The Company will pay all Registration Expenses in connection with each registration of
Registrable Securities requested pursuant to this Section 2.2. No registration effected under this
Section 2.2 shall relieve the Company from its obligation to effect registrations upon request
under Section 2.1.



     2.3 Registration Procedures. If and whenever the Company is required to use its
reasonable best efforts to effect the registration of any Registrable Securities under the
Securities Act as provided in Sections 2.1 and 2.2, subject to Section 2.1(h) and the discretion of
the Finance Committee pursuant to Section 2.7 to delay any such requested registration, the Company
will promptly:




     (a) subject to the second sentence of Section 2.1(b), prepare and file with the
Securities and Exchange Commission as expeditiously as possible and, in any event, no later
than 60 days after receipt of a request pursuant to Section 2.1 (45 days in the case of a Form
S-3 registration), a registration statement with respect to such securities, make all required
filings with the NASD and use reasonable best efforts to cause such registration statement to
become effective as expeditiously as possible;









 



14



     (b) prepare and file with the Securities and Exchange Commission such amendments and
supplements to such registration statement and the prospectus used in connection therewith and
such other documents as may be necessary to keep such registration statement effective and to
comply with the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement until such time as all of such securities
have been disposed of in accordance with the intended methods of disposition by the seller or
sellers thereof set forth in such registration statement, but in no event for a period of more
than six months after such registration statement becomes effective or two years in the case of
shelf registration statements;




     (c) furnish to counsel (if any) selected by the holders of a majority (by number of
shares) of the Registrable Securities covered by such registration statement and to counsel for
the underwriters in any underwritten offering copies of all documents proposed to be filed with
the Securities and Exchange Commission (including all documents to be filed on a confidential
basis) in connection with such registration, which documents will be subject to the review and
comment of such counsel, and promptly notify and furnish such counsel of the receipt by the
Company of any written comments received from the Securities and Exchange Commission;




     (d) furnish to each seller of such securities, without charge, such number of conformed
copies of such registration statement and of each such amendment and supplement thereto (in
each case, including all exhibits and documents filed therewith (other than those filed on a
confidential basis), except that the Company shall not be obligated to furnish any seller of
securities with more than two copies of such exhibits and documents), such number of copies of
the prospectus included in such registration statement (including each preliminary prospectus
and any summary prospectus) in conformity with the requirements of the Securities Act, and such
other documents, as such seller may reasonably request in order to facilitate the disposition
of the securities owned by such seller;




     (e) use its reasonable best efforts (x) to register or qualify the securities covered by
such registration statement under such other securities or blue sky laws of such jurisdictions
as each seller shall request, (y) to keep such registration or qualification in effect for so
long as such registration statement remains in effect and (z) to do any and all other acts and
things which may be necessary or advisable to enable such seller to consummate the disposition
in such jurisdictions of the securities owned by such seller, except that the Company shall not
for any such purpose be required to qualify generally to do business as a foreign corporation
in any jurisdiction wherein it is not so qualified, subject itself to taxation in any
jurisdiction wherein it is not so subject, or take any action which would subject it to general
service of process in any jurisdiction wherein it is not so subject;




     (f) in connection with any offering for which delivery of such documents would be
customary, furnish to each seller a signed counterpart, addressed to the sellers, purchaser or
underwriter, as is customary, of









 



15



     (i) an opinion of counsel for the Company experienced in securities law matters,
dated the effective date of the registration statement (and, if such registration
includes a Public Offering, dated the date of closing under the underwriting
agreement), and




     (ii) a “comfort” letter, dated the effective date of the registration statement
(and, if such registration includes a Public Offering, dated the date of closing under
the underwriting agreement), signed by the independent registered public accounting
firm which has issued an audit report on the Company’s financial statements included in
the registration statement, subject
to such seller having executed and delivered to the independent registered public
accounting firm such certificates and documents as such accountants shall reasonably
request, and provided that such accountants shall be permitted by the standards
applicable to independent registered public accounting firms to deliver a “comfort”
letter to such seller, purchaser or underwriter, as the case may be.


each covering substantially the same matters with respect to the registration statement (and
the prospectus included therein) and, in the case of such accountants’ letter, with respect to
events subsequent to the date of such financial statements, as are customarily covered in
opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in
underwritten public offerings of securities;





      (g) (i) promptly notify each holder of Registrable Securities covered by such registration
statement if such registration statement, at the time it or any amendment thereto became effective,
(x) contained an untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not misleading upon discovery by
the Company of such material misstatement or omission or (y) upon discovery by the Company of the
happening of any event as a result of which the Company believes there would be such a material
misstatement or omission, and, as promptly as practicable, prepare and file with the Securities and
Exchange Commission a post-effective amendment to such registration statement and use reasonable
best efforts to cause such post-effective amendment to become effective such that such registration
statement, as so amended, shall not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not
misleading, and (ii) notify each holder of Registrable Securities covered by such registration
statement, at any time when a prospectus relating thereto is required to be delivered under the
Securities Act, if the prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a 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 upon discovery by the Company of such material misstatement or
omission or upon discovery by the Company of the happening of any event as a result of which the
Company believes there would be a material misstatement or omission, and, as promptly as is
practicable, prepare and furnish to such holder a reasonable number of copies of a supplement to or
an amendment of such prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such securities, such prospectus shall not include an untrue statement of a material
fact or omit to




 









 





     16





state a 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;




               (h) otherwise use its reasonable best efforts to comply with all applicable rules
and
regulations of the Securities and Exchange Commission, and make available to its security
holders, as soon as reasonably practicable (but not more than eighteen months after the
effective date of the registration statement), an earnings statement of the Company complying
with the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities
Act;




               (i) notify each seller of any securities covered by such registration statement
(i) when
such registration statement, or any post-effective amendment to such registration statement,
shall have become effective, or any amendment of or supplement to the prospectus used in
connection therewith shall have been filed, (ii) of any request by the Securities and Exchange
Commission to amend such registration statement or to amend or supplement such prospectus or for
additional information, (iii) of the issuance by the Securities and Exchange Commission of any
stop order suspending the effectiveness of such registration statement or of any order
preventing or suspending the use of any preliminary prospectus and (iv) of the suspension of the
qualification of such securities for offering or sale in any jurisdiction, or of the institution
of any proceedings for any of such purposes;




               (j) use its reasonable best efforts (i) to list such securities on any
securities exchange
on which the Common Stock is then listed or, if no Common Stock is then listed, on an exchange
selected by the Company, if such listing is then permitted under the rules of such exchange,
(ii) to provide and cause to be maintained a transfer agent and registrar for such Registrable
Securities not later than the effective date of such registration statement, (iii) to obtain a
CUSIP number for the Registrable Securities and (iv) to cause the executive officers of the
Company to participate in any “roadshow” organized by the managing underwriter;




               (k) use its reasonable best efforts to obtain as expeditiously as possible the
lifting of
any stop order that might be issued suspending the effectiveness of such registration statement
or of any order preventing or suspending the use of any preliminary prospectus or suspending the
qualification of any securities included in such registration statement for sale in any
jurisdiction, provided that if the Company is unable to obtain the lifting of any such stop
order in connection with a registration pursuant to Section 2.1(a), the request for registration
shall not be deemed exercised for purposes of determining whether such registration has been
effected for purposes of Section 2.1(a) or (d);




               (l) enter into such customary agreements and take all such other actions as the
holders
of a majority of the Registrable Securities may reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities; provided, that no holder of
Registrable Securities shall have any indemnification obligations inconsistent with Section 2.8
hereof;




               (m) make available for inspection by any seller of Registrable Securities, any
underwriter
participating in any disposition pursuant to such registration statement and any









 



17



attorney, accountant or other agent retained by any such seller or underwriter, material
financial and other records, pertinent corporate documents and properties of the Company, and
cause the Company’s officers, directors, employees and independent registered public accounting
firm to supply all information, and participate in due diligence sessions, in each case
reasonably requested by any such seller, underwriter, attorney, accountant or agent in
connection with such registration statement;




               (n) permit any holder of Registrable Securities which holder, in its sole and
exclusive
judgment, might be deemed to be an underwriter or a controlling person of the Company, to
participate in the preparation of such registration or comparable statement and to require the
insertion therein of material, furnished to the Company in writing, which in the reasonable
judgment of such holder and its counsel and the Company and its counsel should be included; and




               (o) use its commercially reasonable best efforts to cause such Registrable
Securities
covered by such registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the sellers thereof to
consummate the disposition of such Registrable Securities.



          The Company may require each seller of any securities as to which any registration is being
effected to furnish to the Company such information regarding such seller and the distribution of
such securities as the Company may from time to time reasonably request in writing and as shall be
required by law in connection therewith. Each such holder agrees to furnish promptly to the Company
all information required to be disclosed in order to make the information previously furnished to
the Company by such holder not materially misleading.



          The Company agrees not to file or make any amendment to any registration statement with
respect to any Registrable Securities, or any amendment of or supplement to the prospectus used in
connection therewith, which refers to any seller of any securities covered thereby by name, or
otherwise identifies such seller as the holder of any securities of the Company, without the prior
written consent of such seller, such consent not to be unreasonably withheld, except that no such
consent shall be required for any disclosure that is required by law or regulations of the
Securities and Exchange Commission, in which case (i) such seller shall be promptly informed of any
impending filing or amendment and (ii) no such consent shall be required.



          By acquisition of Registrable Securities, each holder of such Registrable Securities shall be
deemed to have agreed that, upon receipt of any notice from the Company pursuant to Section 2.3(g),
such holder will promptly discontinue such holder’s disposition of Registrable Securities pursuant
to the registration statement covering such Registrable Securities until such holder shall have
received, in the case of clause (i) of Section 2.3(g), notice from the Company that such
registration statement has been amended, as contemplated by Section 2.3(g), and, in the case of
clause (ii) of Section 2.3(g), copies of the supplemented or amended prospectus contemplated by
Section 2.3(g). If so directed by the Company, each holder of Registrable Securities will deliver
to the Company (at the Company’s expense) all copies, other than permanent file copies, in such
holder’s possession of the prospectus covering such Registrable Securities at the time of receipt
of such notice. In the event that the Company shall give any such notice, the period mentioned in









 



18



Section 2.3(b) shall be extended by the number of days during the period from and including the
date of the giving of such notice to and including the date when each seller of any Registrable
Securities covered by such registration statement shall have received the copies of the
supplemented or amended prospectus contemplated by Section 2.3(g).



          Notwithstanding any other provision of this Agreement, the parties hereto acknowledge that the
Company shall have no obligation to prepare or file any registration statement prior to the time
that financial information required to be included therein is available for inclusion therein;
provided that the Company shall use reasonable best efforts to cause such financial information to
be available on a timely basis.



          2.4 Underwritten Offerings. The provisions of this Section 2.4 do not establish
additional registration rights but instead set forth procedures applicable, in addition to those
set forth in Sections 2.1 through 2.3, to any registration or take-down of Registrable Securities
off a Shelf Registration pursuant thereto (a “Shelf Take-Down”) which is an underwritten
offering.




               (a) Underwritten Offerings Exclusive. Whenever a registration requested
pursuant to
Section 2.1 or a Shelf Take-Down is for an underwritten offering, only securities which are to
be distributed by the underwriters may be included in the registration or Shelf Take-Down. No
Person may participate in any registration or Shelf Take-Down hereunder which is underwritten
unless such Person (a) agrees to sell such Person’s securities on the basis provided in any
underwriting arrangements reasonably approved by the Person or Persons entitled hereunder to
approve such arrangements pursuant to this Section 2.4 (which will include the making of
representations and warranties and the granting of indemnification rights customary for a
selling stockholder in the circumstances of such Person), and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and other documents
that are standard and customary for similarly situated Persons and are reasonably required under
the terms of such underwriting arrangements; provided, that no holder of Registrable Securities
included in any underwritten registration or Shelf Underwritten Offering shall be required to
make any representations or warranties to the Company or the underwriters other than
representations and warranties regarding such holder and such holder’s intended method of
distribution and no holder of Registrable Securities will have any indemnification obligations
inconsistent with Section 2.8 hereof.




               (b) Underwriting Agreement. If requested by the underwriters for any
underwritten offering
by holders of Registrable Securities pursuant to a registration or Shelf Take-Down requested
under Section 2.1, the Company shall enter into an underwriting agreement with such underwriters
for such offering, such agreement to be reasonably satisfactory in substance and form to the
holders of a majority (by number of shares) of the Registrable Securities to be covered by such
registration or Shelf Take-Down and to the underwriters and to contain such representations and
warranties by the Company and such other terms and provisions as are customarily contained in
agreements of this type, including, but not limited to, indemnities to the effect and to the
extent provided in Section 2.8, provisions for the delivery of officers’ certificates, opinions
of counsel and accountants’ “comfort” letters and hold-back arrangements. The holders of
Registrable Securities to be distributed by such
underwriters shall be parties to such underwriting agreement and may, at their option, require









 



19



that any or all of the representations and warranties by, and the agreements on the part of, the
Company to and for the benefit of such underwriters be made to and for the benefit of such
holders of Registrable Securities and that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting agreement shall also be conditions
precedent to the obligations of such holders of Registrable Securities. In the event that any
condition to the obligations under any such underwriting agreement are not met or waived, and
such failure to be met or waived is not attributable to the fault of the selling stockholders
requesting a demand registration pursuant to Section 2.1(a), such request for registration shall
not be deemed exercised for purposes of determining whether such registration has been effected
for purposes of Section 2.1(a) or (d). No holder of Registrable Securities shall be required by
the Company to make any representations or warranties to, or agreements with, the Company or the
underwriters other than as set forth in Sections 2.4(e) and 2.8(b), representations, warranties
or agreements regarding such holder and such holder’s intended method of distribution and any
other representations required by applicable law.




               (c) Selection of Underwriters. Whenever a registration requested pursuant to
Section 2.1
is for an underwritten offering, the requesting Stockholders by majority of shares requested to
be included in such registration will have the right to select one or more underwriters to
administer the offering at least one of which shall be an underwriter of nationally recognized
standing, which selection by the requesting Stockholders shall be subject to approval by the
Finance Committee and such approval shall not be unreasonably withheld. If the Company at any
time proposes to register any of its securities under the Securities Act for sale for its own
account, for which Stockholders would be entitled to participate pursuant to Section 2.2, and
such securities are to be distributed by or through one or more underwriters, the Company will
have the right to select one or more underwriters to administer the offering at least one of
which shall be an underwriter of nationally recognized standing, which selection by the Company
shall be subject to approval by the Finance Committee and such approval shall not be
unreasonably withheld. Whenever a Shelf Underwritten Offering is requested pursuant to Section
2.1, holders of a majority of the shares requested to be included in such Shelf Underwritten
Offering will have the right to select one or more underwriters to administer the offering at
least one of which shall be an underwriter of nationally recognized standing, which selection
shall be subject to approval by the Finance Committee and such approval shall not be
unreasonably withheld.




               (d) Incidental Underwritten Offerings. Subject to the provisions of the
proviso to the
first sentence of Section 2.2, if the Company at any time proposes to register any of its equity
securities under the Securities Act (other than pursuant to Section 2.1 or pursuant to a Special
Registration), whether or not for its own account, and such securities are to be distributed by
or through one or more underwriters, the Company will give prompt written notice to all holders
of Registrable Securities of its intention to do so and, if requested by any holder of
Registrable Securities, will arrange for such underwriters to include the Registrable Securities
to be offered and sold by such holder among those to be distributed by such underwriters. The
holders of Registrable Securities to be distributed by such underwriters shall be parties to the
underwriting agreement between the Company and such underwriters and may, at their option,
require that any or all of the representations and warranties by, and
the other agreements on the part of, the Company to and for the benefit of such underwriters









 



20



shall also be made to and for the benefit of such holders of Registrable Securities and that any
or all of the conditions precedent to the obligations of the underwriters under such
underwriting agreement shall also be conditions precedent to the obligations of such holders of
Registrable Securities. No such holder of Registrable Securities shall be required by the
Company to make any representations or warranties to, or agreements with, the Company or the
underwriters other than as set forth in Sections 2.4(e) and 2.8(b), representations, warranties
or agreements regarding such holder and such holder’s intended method of distribution and any
other representations required by applicable law; provided, that no holder of Registrable
Securities shall have any indemnification obligations inconsistent with Section 2.8 hereof.




               (e) Hold Back Agreements. If and whenever the Company proposes to register
any of its
equity securities under the Securities Act, whether or not for its own account (other than
pursuant to a Special Registration), or is required to use its reasonable best efforts to effect
the registration of any Registrable Securities under the Securities Act pursuant to Section 2.1
or 2.2, each holder of Registrable Securities who sells shares of Registrable Securities
pursuant to such registration, if and only to the extent required by the managing underwriter,
agrees not to effect (other than pursuant to such registration) any public sale or distribution,
including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, of any Registrable
Securities, any other equity securities of the Company or any securities convertible into or
exchangeable or exercisable for any equity securities of the Company for 90 days after, and
during the 7 days prior to, the effective date of such registration or such shorter period as
agreed by the managing underwriter, and the Company agrees to cause its officers and directors
to enter into similar agreements with the Company. The Company further agrees not to effect
(other than pursuant to such registration or pursuant to a Special Registration) any public sale
or distribution, or to file any registration statement (other than such registration or a
Special Registration) covering any, of its equity securities, or any securities convertible into
or exchangeable or exercisable for such securities, during the 7 days prior to, and for 90 days
after, the effective date of such registration if required by the managing underwriter.



          2.5 Preparation; Reasonable Investigation. In connection with the preparation and
filing of each registration statement registering Registrable Securities under the Securities Act,
the Company will give the holders of such Registrable Securities so to be registered and their
underwriters, if any, and their respective counsel and accountants the opportunity to participate
in the preparation of such registration statement, each prospectus included therein or filed with
the Securities and Exchange Commission, and each amendment thereof or supplement thereto, and will
give each of them such access to its books and records and cause its officers, directors, employees
and the independent registered public accounting firm which has issued audit reports on its
financial statements to supply all information as shall be necessary, in the opinion of such
holders’ and such underwriters’ respective counsel or accountant, in connection with such
registration statement.



          2.6 Other Registrations. If and whenever the Company is required to use its reasonable
best efforts to effect the registration of any Registrable Securities under the Securities Act
pursuant to Section 2.1 or 2.2, and if such registration shall not have been withdrawn or









 



21



abandoned, the Company shall not be obligated to file any registration statement with respect to
any of its securities (including Registrable Securities) under the Securities Act (other than a
Special Registration), whether at the request or demand of any holder or holders of such
securities, until a period of 180 days shall have elapsed from the effective date of such previous
registration.



          2.7 Finance Committee. The Company and Stockholders will create a Finance Committee,
which may but is not required to be a committee of the Board (the “Finance Committee”)
prior to the Effective Time and will thereafter maintain such committee for so long as this
Agreement remains in effect and such committee consists of at least one member other than the Chief
Executive Officer of the Company.



          The Finance Committee shall consist of (a) two representatives designated by TPG Entities, (b)
the Chief Executive Officer of the Company, (c) one representative designated by the Family
Stockholders, (d) one representative designated by the CDR Fund, and (e) one representative
designated by Exor. Each of TPG Entities, the Family Stockholders, the CDR Fund and Exor shall be
permitted to remove and replace any of their designee(s) from time to time and at any time;
provided that (a) one of TPG Entities’s designees shall be automatically removed (and not
replaced) at such time as TPG Entities transfer any shares of Common Stock such that immediately
after giving effect to such transfer it ceases to own at least the lesser of (i) 16% of the Fully
Diluted shares of Common Stock or (ii) such amount that the Family Stockholders own in aggregate at
the time of the relevant transfer by TPG Entities; provided, however such amount shall in no case
be less than 10%; an additional TPG Entities’s designee shall be automatically removed (and not
replaced) at such time as TPG Entities transfer any shares of Common Stock such that immediately
after giving effect to such transfer it ceases to own at least 5% of the Fully Diluted Shares of
Common Stock, (b) the Family Stockholders’ designee shall be automatically removed (and not
replaced) at such time as the Family Stockholders transfer any shares of Common Stock such that
immediately after giving effect to such transfer they cease to own at least 5% of the Fully Diluted
Shares of Common Stock, (c) the CDR Fund’s designee shall be automatically removed (and not
replaced) at such time as the CDR Fund transfers any shares of Common Stock such that immediately
after giving effect to such transfer it ceases to own at least 5% of the Fully Diluted Shares of
Common Stock, and (d) Exor’s designee shall be automatically removed (and not replaced) at such
time as Exor transfers any shares of Common Stock such that immediately after giving effect to such
transfer it ceases to own at least 5% of the Fully Diluted Shares of Common Stock.



          Notwithstanding anything contained herein to the contrary, so long as the Finance Committee
exists, any registration or offering of Registrable Securities by any Stockholders pursuant to
Section 2.1 (including any Shelf Take-Down) shall be subject to the management of the Finance
Committee, which will have the authority to specify reasonable limitations on such registration or
offering and the execution of such registration or offering as the Finance Committee shall in good
faith determine to be in the best interests of the Company, including
without limitation specifying (i) the maximum size of any such registration or offering as advised
by nationally recognized investment banking firms, (ii) the timing of such registration or offering
(in addition to the Company’s rights in Section 2.1(h) or otherwise specified herein and subject to
the last sentence of this Section 2.7); provided however that the Finance Committee shall not









 



22



have the authority to delay any proposed registration or offering for more than 3 months (or, if such
delayed date would be prior to September 1, 2008, no later than September 2, 2008), after it is
notified by a Stockholder that such Stockholder intends to initiate a registration or offering, and
(iii) in consultation with the Stockholders transferring Registrable Securities thereunder, the
underwriters or investment banks, as the case may be, the plan of distribution, including
specifying that an offering be underwritten. Actions of the Finance Committee shall require the
affirmative vote of a majority of members of the Finance Committee. In the event that the Company
has exercised its power to postpone or suspend a registration or offering pursuant to Section
2.1(h) for any period of time, then the Finance Committee’s right to delay that registration or
offering pursuant to this Section 2.7 shall be for a reasonable period of time that when taken
together with the period of time the Company has postponed or suspended such registration or
offering shall not exceed 90 consecutive days in aggregate.



          2.8 Indemnification.




               (a) Indemnification by the Company. In the event of any registration of any
Registrable
Securities under the Securities Act pursuant to Section 2.1 or 2.2, the Company will and hereby
does indemnify and hold harmless each seller of such securities, its directors, officers, and
employees, each other person who participates as an underwriter, broker or dealer in the
offering or sale of such securities and each other person, if any, who controls such seller or
any such participating person within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities,
joint or several, to which such seller or any such director, officer, employee, participating
person or controlling person may become subject under the Securities Act or otherwise
(including, without limitation, the reasonable fees and expenses of legal counsel incurred in
connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of a fact contained in any registration
statement under which such securities were registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained therein or related thereto, or any
amendment or supplement thereto, or (ii) any omission or alleged omission to state a fact
required to be stated in any such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement or necessary to make the statements
therein not misleading; and the Company will reimburse such seller and each such director,
officer, employee, participating person and controlling person for any legal or any other
expenses reasonably incurred by them in connection with investigating or defending any such
loss, claim, liability, action or proceeding, provided that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage, liability or expense arises out
of or is based upon an untrue statement or omission made in such registration statement, any
such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in
reliance upon and in conformity with written information furnished to the Company by such seller
or participating person expressly for use
in the preparation thereof and provided, further, that the Company shall not be liable in any
such case to the extent that any such loss, claim, damage, liability or expense arises out of or
is based upon an untrue statement or alleged untrue statement or omission or alleged omission in
the prospectus, if such untrue statement or alleged untrue statement or omission









 



23



or alleged omission is completely corrected in an amendment or supplement to the prospectus and the seller
of Registrable Securities thereafter fails to deliver such prospectus as so amended or
supplemented prior to or concurrently with the sale of Registrable Securities to the person
asserting such loss, claim, damage, liability or expense after the Company had furnished such
seller with a sufficient number of copies of the same or if the seller received notice from the
Company of the existence of such untrue statement or alleged untrue statement or omission or
alleged omission and the seller continued to dispose of Registrable Securities prior to the time
of the receipt of either (A) an amended or supplemented prospectus which completely corrected
such untrue statement or omission or (B) a notice from the Company that the use of the existing
prospectus may be resumed. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of such seller or any such director, officer, employee,
participating person or controlling person and shall survive the transfer of such securities by
such seller.




               (b) Indemnification by the Sellers. In the event of any registration of any
Registrable
Securities under the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective
sellers of such securities, will, severally and not jointly, indemnify and hold harmless the
Company, each director of the Company, each officer of the Company who shall sign such
registration statement, each other person who participates as an underwriter, broker or dealer
in the offering or sale of such securities and each other person, if any, who controls the
Company or any such participating person within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities,
joint or several, to which the Company or any such director, officer, employee, participating
person or controlling person may become subject under the Securities Act or otherwise
(including, without limitation, the reasonable fees and expenses of legal counsel incurred in
connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a fact contained in, or any omission or alleged
omission to state a fact with respect to such seller required to be stated in, any registration
statement under which such securities were registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained therein or related thereto, or any
amendment or supplement thereto, if such statement or omission was made in reliance upon and in
conformity with written information furnished to the Company by such seller expressly for use in
the preparation of such registration statement, preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement; and such seller will reimburse the Company and each
such director, officer, employee, participating person and controlling person for any legal or
any other expenses reasonably incurred by them in connection with investigating or defending any
such loss, claim, liability, action or proceeding, provided that the liability of each such
seller will be in proportion to and limited to the net amount received by such seller (after
deducting any underwriting discount and expenses) from the sale of Registrable Securities
pursuant to such registration statement. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Company or any such director,
officer, participating person or controlling person and shall survive the transfer of such
securities by such seller.









 



24



               (c) Notices of Claims, etc. Promptly after receipt by an indemnified party
of notice of
the commencement of any action or proceeding involving a claim referred to in the preceding
paragraphs of this Section 2.8, such indemnified party will, if a claim in respect thereof is to
be made against an indemnifying party hereunder, give written notice to the latter of the
commencement of such action, provided that the failure of any indemnified party to give notice
as provided therein shall not relieve the indemnifying party of its obligations under the
preceding paragraphs of this Section 2.8. In case any such action is brought against an
indemnified party, the indemnifying party will be entitled to participate therein and to assume
the defense thereof, jointly with any other indemnifying party similarly notified to the extent
that it may wish, with counsel reasonably satisfactory to such indemnified 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 for any
legal or other expenses subsequently incurred by the latter in connection with the defense
thereof, provided that if such indemnified party and the indemnifying party reasonably
determine, based upon advice of their respective independent counsel, that a conflict of
interest may exist between the indemnified party and the indemnifying party with respect to such
action and that it is advisable for such indemnified party to be represented by separate
counsel, such indemnified party may retain other counsel, reasonably satisfactory to the
indemnifying party, to represent such indemnified party, and the indemnifying party shall pay
all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any
such claim or litigation, shall, except with the consent of such indemnified party, which
consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability in respect to such claim or
litigation.




               (d) Other Indemnification. Indemnification similar to that specified in the
preceding
paragraphs of this Section 2.8 (with appropriate modifications) shall be given by the Company
and each seller of Registrable Securities with respect to any required registration or other
qualification of such Registrable Securities under any Federal or state law or regulation of
governmental authority other than the Securities Act.




               (e) Other Remedies. If for any reason the foregoing indemnity under
Section 2.8(a), (b) or
(d) is unavailable, or is insufficient to hold harmless an indemnified party, other than by
reason of the exceptions provided therein, then the indemnifying party and the indemnified party
under Section 2.8(a), (b) or (d) shall contribute to the amount paid or payable by the
indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in
such proportion as is appropriate to reflect the relative fault of the indemnifying party on the
one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, or provides a lesser sum to the indemnified party than
the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the
relative fault of the indemnifying party on the one
hand and the indemnified party on the other but also the relative benefits received by the
indemnifying party and the indemnified party from the offering of Registrable Securities (taking
into account the portion of the proceeds of the offering realized by each such party) as well as
any other relevant equitable considerations and, in the case of a seller, shall be in









 



25



proportion to and limited to the net amount received by such seller (after deducting any underwriting
discount and expense) from the sale of Registrable Securities pursuant to such registration
statement. 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. Any party’s obligation to contribute pursuant to this Section
2.8(e) is several (in proportion to the relative value of their Registrable Securities covered
by a registration statement) and not joint with the obligations of any other party. No party
shall be liable for contribution under this Section 2.8(e) except to the extent and under such
circumstances as such party would have been liable to indemnify under this Section 2.8 if such
indemnification were enforceable under applicable law.




               (f) Officers and Directors. As used in this Section 2.8, the terms
“officers” and
“directors” shall include the partners of the holders of Registrable Securities which are
partnerships and trustees of holders which are trusts.




               (g) Indemnification Payments. The indemnification and contribution required
by this Section
2.8 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or expense, loss, damage or liability
is incurred; provided that in the event it is ultimately determined that any amounts so paid
were not subject to indemnification or contribution hereunder, the recipient thereof shall
promptly return such amounts to payor thereof.



ARTICLE III




MISCELLANEOUS




          3.1 Rule 144; Legended Securities; etc.




               (a) If the Company shall have filed a registration statement pursuant to
Section 12 of the
Exchange Act or a registration statement pursuant to the Securities Act relating to any class of
equity securities (other than a registration statement pursuant to a Special Registration), the
Company will file the reports required to be filed by it under the Securities Act and the
Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission
thereunder (or, if the Company is not required to file such reports, it will, upon the request
of any holder of Registrable Securities, make publicly available such information as necessary
to permit sales pursuant to Rule 144), and will take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from time to time to
enable such holder to sell shares of Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144. Upon the request of
a holder, the Company will deliver to such holder a written statement as to whether the Company
has complied with such requirements. The Company
will not issue new certificates for shares of Registrable Securities without a legend
restricting further transfer unless (i) such shares have been sold to the public pursuant to an
effective registration statement under the Securities Act (other than Form S-8 if the holder of
such Registrable Securities is an Affiliate) or Rule 144, or (ii) (x) otherwise permitted under
the Securities Act and (y) (A) the holder of such shares shall have delivered to the Company an









 



26



opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company,
to such effect and (B) the holder of such shares expressly requests the issuance of such
certificates in writing.




               (b) If any Registrable Securities are to be disposed of in accordance with
Rule 144, the
holder of such Registrable Securities shall transmit to the Company an executed copy of Form 144
(if required by Rule 144) no later than the time such form is required to be transmitted to the
Securities and Exchange Commission for filing and such other documentation as the Company may
reasonably require to assure compliance with Rule 144 in connection with such disposition.



          3.2 Amendments and Waivers. This Agreement may be amended, and the Company may take
any action herein prohibited, or omit to perform any act herein required to be performed by it,
only if the Company shall have consented in writing and shall have obtained the written consent to
such amendment, action or omission to act, of the CDR Fund, the Family Representative, Exor and TPG
Entities; provided that no consent shall be required of any such Stockholder who, together
with its affiliated Stockholders, owns less than 5% of the Fully-Diluted shares of Common Stock.
Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by
any consent authorized by this Section 3.2, whether or not such Registrable Securities shall have
been marked to indicate such consent. No amendment, modification or discharge of this Agreement,
and no waiver hereunder, shall be valid or binding unless set forth in writing. Any such waiver
shall constitute a waiver only with respect to the specific matter described in such writing and
shall in no way impair the rights of the party or parties granting such waiver in any other respect
or at any other time.



          3.3 Nominees for Beneficial Owners. In the event that any Registrable Securities are
held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its
election and unless notice is otherwise given to the Company by the record owner, be treated as the
holder of such Registrable Securities for purposes of any request or other action by any holder or
holders of Registrable Securities pursuant to this Agreement or any determination of any number or
percentage of shares of Registrable Securities held by any holder or holders of Registrable
Securities contemplated by this Agreement. If the beneficial owner of any Registrable Securities so
elects, the Company may require assurances reasonably satisfactory to it of such owner’s beneficial
ownership of such Registrable Securities.



          3.4 Successors, Assigns and Transferees. Except as expressly provided in this Section
3.4, the provisions of this Agreement which are for the benefit of the parties hereto other than
the Company are not assignable or transferable other than to a Permitted Transferee.
Notwithstanding the foregoing,
any Astros Stockholder that receives any Registrable Securities in a transaction contemplated as
part of the liquidation of BCH Management, LLC shall be entitled to all rights of a Stockholder
hereunder in respect of such shares.



          3.5 Notices. All notices and other communications hereunder shall be in writing and
shall be deemed duly given (a) on the date of delivery if delivered personally, or by telecopy or
telefacsimile, upon confirmation of receipt, (b) on the first Business Day following the date of
dispatch if delivered by a recognized next-day courier service, or (c) on the tenth Business Day









 



27



following the date of mailing if delivered by registered or certified mail, return receipt
requested, postage prepaid, in each case, to the address of such party set forth beneath its name
on Schedule I hereto, or to such other address as such party may have designated to the Company and
the other Stockholders party hereto in writing, or if to any holder of Registrable Securities not a
party hereto on the date hereof, at the address of such holder in the stock record books of the
Company, and if to the Company to the following address:


New Giant Corporation

814 Livingston Court

Marietta, Ga 30067

Facsimile (770) 644-2929

Attention: Senior Vice President,

                  General Counsel and Secretary



with a copy to:



Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, Georgia 30309

Facsimile: (404) 881-4777

Attention: Sidney J. Nurkin, Esq.

                  William Scott Ortwein, Esq.



or at such other address or addresses as the Company may have designated in writing to each holder
of Registrable Securities at the time outstanding.




          3.6 No Inconsistent Agreements. The Company will not hereafter enter into any
agreement with respect to its securities which is inconsistent with the rights granted to the
holders of Registrable Securities by this Agreement. The Company represents and warrants to each
Stockholder that no Person (other than the Stockholders pursuant to this Agreement) is entitled to
any demand registration rights in respect of the Company’s securities (including securities of the
Company as successor to Giant).



          3.7 Remedies; Attorneys’ Fees. Each holder of Registrable Securities, in addition to
being entitled to exercise all rights provided
herein or granted by law, including recovery of damages, will be entitled to specific performance
of its rights under this Agreement. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of any provision of this Agreement
and hereby agrees to waive the defense in any action for specific performance that a remedy at law
would be adequate.



          3.8 Term. This Agreement shall be effective as of the Effective Time, and shall
continue in effect thereafter until the earliest of (a) its termination by the consent of the
parties hereto or their respective successors in interest, (b) the date on which no Registrable
Securities









 



28



remain outstanding, or (c) the dissolution, liquidation or winding up of the Company.
This Agreement shall terminate contemporaneously with any termination of the Transaction Agreement.



          3.9 Severability. If any provision of this Agreement is invalid, inoperative or
unenforceable for any reason, such circumstance shall not have the effect of rendering the
provision in question invalid, inoperative or unenforceable in any other case or circumstance, or
of rendering any other provision or provisions herein contained invalid, inoperative or
unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences,
clauses, Sections or subsections of this Agreement shall not affect the remaining portions of this
Agreement.



          3.10 Interpretation. When a reference is made in this Agreement to Sections, Exhibits
or Schedules, such reference shall be to a Section of or Exhibit or Schedule to this Agreement
unless otherwise indicated. The table of contents and headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they
shall be deemed to be followed by the words “without limitation.”



          3.11 Counterparts. This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart; provided, that this
Agreement shall be effective prior to its execution and delivery by any Astros Stockholder entitled
to become party hereto.



          3.12 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without giving effect to its principles and rules of
conflict of laws to the extent such principles or rules would require or permit the application of
the law of another jurisdiction.



          3.13 Time of the Essence; Computation of Time. Time is of the essence for each and
every provision of this Agreement. Whenever the last day for the exercise of any privilege or the
discharge of any duty hereunder shall fall upon a day which is not a business day, the party having
such privilege or
duty may exercise such privilege or discharge such duty on the next succeeding day which is a
regular business day.



          3.14 No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely
to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended
to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever
under or by reason of this Agreement, except as provided in Sections 2.8 and 3.3.



          3.15 Submission to Jurisdiction; Waivers. Each of the parties hereto irrevocably
agrees that any legal action or proceeding with respect to this Agreement or for recognition and
enforcement of any judgment in respect hereof brought by the other party hereto or its successors
or assigns may be brought and determined in the Chancery or other Courts of the State of









 



29



Delaware, and each of the parties hereto hereby irrevocably submits with regard to any such action or
proceeding for itself and in respect to its property, generally and unconditionally, to the
nonexclusive jurisdiction of the aforesaid courts. Each of the parties hereto hereby irrevocably
waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any
action or proceeding with respect to this Agreement, (a) any claim that it is not personally
subject to the jurisdiction of the above-named courts for any reason other than the failure to
lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any
such court or from any legal process commenced in such courts (whether through service of notice,
attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or
otherwise) and (c) to the fullest extent permitted by applicable law, that (i) the suit, action or
proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit,
action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be
enforced in or by such courts.



          3.16 Waiver of Jury Trial. Each party hereby waives, to the fullest extent permitted
by applicable law, any right it may have to a trial by jury in respect of any suit, action or
proceeding arising out of this Agreement or any transaction contemplated hereby. Each party (a)
certifies that no representative, agent or attorney of any other party has represented, expressly
or otherwise, that such other party would not, in the event of litigation, seek to enforce the
foregoing waiver and (b) acknowledges that it and the other parties have been induced to enter into
the Agreement by, among other things, the mutual waivers and certifications in this Section 3.16.



          3.17 Entire Agreement. The parties hereby agree that the Original Registration
Agreement and the Current Registration Rights Agreement shall be terminated and of no further force
and effect, effective as of the Effective Time. This Agreement and the Stockholders Agreement
constitute the entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof.



[Remainder of page intentionally left blank.]










 



 


          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.



	 	 	 	 	 	 	 	 	 
	 	 	NEW GIANT CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ David W. Scheible	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	David W. Scheible	 	 
	 

	 	 	 	Title:
	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CLAYTON, DUBILIER & RICE FUND V LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	CD&R Associates V Limited Partnership,
	 	 	 	 	its general partner
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	CD&R Investment Associates II, Inc.,
	 	 	 	 	its managing general partner
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Kevin J. Conway	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Kevin J. Conway	 	 
	 

	 	 	 	Title:
	 	Vice President and Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	EXOR GROUP S.A.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Peter J. Rothenberg	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Peter J. Rothenberg	 	 
	 

	 	 	 	Title:
	 	Attorney-in-Fact	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE FAMILY STOCKHOLDERS:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ADOLPH COORS FOUNDATION	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jeffrey H. Coors	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jeffrey H. Coors	 	 
	 

	 	 	 	Title:
	 	Trustee and Treasurer	 	 






[Signature Page to Registration Rights Agreement]










 



 




	 	 	 	 	 	 	 	 	 
	 	 	ADOLPH COORS, JR. TRUST DATED SEPTEMBER 12, 1969	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Adolph Coors Company LLC, Trustee
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jeffrey H. Coors	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jeffrey H. Coors	 	 
	 

	 	 	 	Title:
	 	Co-Chairman	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GROVER C. COORS TRUST DATED AUGUST 7, 1952	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Adolph Coors Company LLC, Trustee
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jeffrey H. Coors	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jeffrey H. Coors	 	 
	 

	 	 	 	Title:
	 	Co-Chairman	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MAY KISTLER COORS TRUST DATED SEPTEMBER 24, 1965	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Adolph Coors Company LLC, Trustee
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jeffrey H. Coors	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jeffrey H. Coors	 	 
	 

	 	 	 	Title:
	 	Co-Chairman	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	AUGUSTA COORS COLLBRAN TRUST DATED JULY 5, 1946	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Adolph Coors Company LLC, Trustee
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jeffrey H. Coors	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jeffrey H. Coors	 	 
	 

	 	 	 	Title:
	 	Co-Chairman	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BERTHA COORS MUNROE TRUST DATED JULY 5, 1946	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Adolph Coors Company LLC, Trustee
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jeffrey H. Coors	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jeffrey H. Coors	 	 
	 

	 	 	 	Title:
	 	Co-Chairman	 	 






[Signature Page to Registration Rights Agreement]





 










 





	 	 	 	 	 	 	 
	 	 	LOUISE COORS PORTER TRUST DATED JULY 5, 1946	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Adolph Coors Company LLC, Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey H. Coors	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jeffrey H. Coors	 	 
	 

	 	 	 	Title: Co-Chairman	 	 
	 
	 	 	 	 	 	 
	 	 	HERMAN F. COORS TRUST DATED JULY 5, 1946	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Adolph Coors Company LLC, Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey H. Coors	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jeffrey H. Coors	 	 
	 

	 	 	 	Title: Co-Chairman	 	 
	 
	 	 	 	 	 	 
	 	 	JANET H. COORS IRREVOCABLE TRUST FBO	 	 
	 	 	FRANCES M. BAKER DATED JULY 27, 1976	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey H. Coors	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jeffrey H. Coors	 	 
	 

	 	 	 	Title: Trustee	 	 
	 
	 	 	JANET H. COORS IRREVOCABLE TRUST FBO	 	 
	 	 	FRANK E. FERRIN DATED JULY 27, 1976	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey H. Coors	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jeffrey H. Coors	 	 
	 

	 	 	 	Title: Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	JANET H. COORS IRREVOCABLE TRUST FBO	 	 
	 	 	JOSEPH J. FERRIN DATED JULY 27, 1976	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey H. Coors	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jeffrey H. Coors	 	 
	 

	 	 	 	Title: Trustee	 	 






[Signature Page to Registration Rights Agreement]





 









 








	 	 	 	 	 	 	 
	 	 	TPG BLUEGRASS IV, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TPG GenPar IV, L.P.	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TPG Advisors IV, Inc.	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Clive Bode	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Clive Bode	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	TPG BLUEGRASS IV — AIV 2, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TPG GenPar IV, L.P.	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TPG Advisors IV, Inc.	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Clive Bode	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Clive Bode	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	TPG BLUEGRASS V, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TPG GenPar V, L.P.	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TPG Advisors V, Inc.	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Clive Bode	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Clive Bode	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	TPG BLUEGRASS V — AIV 2, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TPG GenPar V, L.P.	 	 
	 

	 	 	 	its General Partner	 	 






[Signature Page to Registration Rights Agreement]




 









 








	 	 	 	 	 	 	 
	 

	 	By:
	 	TPG Advisors V, Inc.
	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Clive Bode	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Clive Bode	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	TPG BLUEGRASS IV, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Clive Bode	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Clive Bode	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	TPG BLUEGRASS V, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Clive Bode	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Clive Bode	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BCH MANAGEMENT, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Bluegrass Container Holdings, LLC, its	 	 
	 

	 	 	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Clive Bode	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Clive Bode	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	TPG FOF V – A, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TPG GenPar V, L.P.	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TPG Advisors V, Inc.	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Clive Bode	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Clive Bode	 	 
	 

	 	 	 	Title: Vice President	 	 






[Signature Page to Registration Rights Agreement]





 









 








	 	 	 	 	 	 	 
	 	 	TPG FOF V – B, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TPG GenPar V, L.P.	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TPG Advisors V, Inc.	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Clive Bode	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Clive Bode	 	 
	 

	 	 	 	Title: Vice President	 	 






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	 	 	FIELD HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lawrence I. Field	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Lawrence I. Field	 	 
	 

	 	 	 	Title: President	 	 






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	 	JAMES AIKINS

 	 
	 	By:  	/s/ James Aikins
 	 
	 	 	 	 
	 	 	 	 
	 



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	 	GEORGE BAYLY

 	 
	 	By:  	/s/ George Bayly
 	 
	 	 	 	 
	 	 	 	 
	 



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	 	EDWARD BYCZYNSKI

 	 
	 	By:  	/s/ Edward Byczynski
 	 
	 	 	 	 
	 	 	 	 
	 



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	 	KRISTOPHER DOVER

 	 
	 	By:  	/s/ Kristopher Dover
 	 
	 	 	 	 
	 	 	 	 
	 



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	 	FRANK JOHNSTON

 	 
	 	By:  	Frank Johnston
 	 
	 	 	 	 
	 	 	 	 
	 



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	 	CURTISS KOMEN

 	 
	 	By:  	/s/ Curtiss Komen
 	 
	 	 	 	 
	 	 	 	 
	 



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	 	KENNETH KUSHIBAB

 	 
	 	By:  	/s/ Kenneth Kushibab
 	 
	 	 	 	 
	 	 	 	 
	 



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	 	BEN LANDIS

 	 
	 	By:  	/s/ Ben Landis
 	 
	 	 	 	 
	 	 	 	 
	 



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	 	CRAIG LAPLANTE

 	 
	 	By:  	/s/ Craig LaPlante
 	 
	 	 	 	 
	 	 	 	 
	 



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	 	JAMES LAURENCE 

 	 
	 	By:  	/s/ James Laurence
 	 
	 	 	 	 
	 	 	 	 
	 



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	 	KRIEG LEE

 	 
	 	By:  	/s/ Krieg Lee
 	 
	 	 	 	 
	 	 	 	 
	 



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	 	ROBERT LEWIS

 	 
	 	By:  	/s/ Robert Lewis
 	 
	 	 	 	 
	 	 	 	 
	 



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	 	GARY MCDANIEL

 	 
	 	By:  	/s/ Gary McDaniel
 	 
	 	 	 	 
	 	 	 	 
	 



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	 	 	MCDANIEL 2006 FAMILY TRUST
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ McDaniel 2006 Family Trust	 	 
	 	 	 	 	 	 	 
	 	 	Name:
	 	 	Title:






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	 	AL NICHOLS

 	 
	 	By:  	/s/ Al Nichols
 	 
	 	 	 	 
	 	 	 	 
	 



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	 	MICHAEL NUSSBAUM

 	 
	 	By:  	/s/ Michael Nussbaum
 	 
	 	 	 	 
	 	 	 	 
	 



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	 	JAMES O’BRIEN

 	 
	 	By:  	/s/ James O’Brien
 	 
	 	 	 	 
	 	 	 	 
	 



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	 	THOMAS PASTORINO

 	 
	 	By:  	/s/ Thomas Pastorino
 	 
	 	 	 	 
	 	 	 	 
	 



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	 	DAVID PIETROWICZ

 	 
	 	By:  	/s/ David Pietrowicz
 	 
	 	 	 	 
	 	 	 	 
	 



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	 	MARK REED

 	 
	 	By:  	/s/ Mark Reed
 	 
	 	 	 	 
	 	 	 	 
	 



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	 	JOHN JEFFREY SCHLACHTENHAUFEN

 	 
	 	By:  	/s/ John Jeffrey Schlachtenhaufen
 	 
	 	 	 	 
	 	 	 	 
	 



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	 	JAMES SEEFELDT

 	 
	 	By:  	/s/ James Seefeldt
 	 
	 	 	 	 
	 	 	 	 
	 



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	 	DONALD STURDIVANT

 	 
	 	By:  	/s/ Donald Sturdivant
 	 
	 	 	 	 
	 	 	 	 
	 



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Schedule 1




Stockholders




Clayton, Dubilier & Rice Fund V Limited Partnership

c/o Clayton, Dubilier & Rice, Inc.

375 Park Avenue

New York, New York 10152

Facsimile: (212) 407-5260

Attention: Kevin J. Conway



with a copy to:



Debevoise & Plimpton

919 Third Avenue

New York, New York 10022

Facsimile: (212) 909-6836

Attention: Paul S. Bird, Esq.




EXOR Group S.A.

c/o EXOR USA Inc.

375 Park Avenue

Suite 1901

New York, NY 10152

Facsimile: (212) 355-5690

Attention: Michael J. Bartolotta



with a copy to:



Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Facsimile: (212) 757-3990

Attention: Marc E. Perlmutter, Esq.




TPG Bluegrass IV, L.P.

TPG Bluegrass IV, Inc.

TPG Bluegrass IV – AIV 2, L.P.

TPG Bluegrass V, L.P.

TPG Bluegrass V, Inc.

TPG Bluegrass V – AIV 2, L.P.

BCH Management, LLC

TPG FOF V – A, L.P.

TPG FOF V – B, L.P.





 









 








c/o Texas Pacific Group

301 Commerce Street

Suite 3300

Fort Worth, TX 76102

Attn: General Counsel



with a copy to:



Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Facsimile: (212) 455-2502

Attention: David J. Sorkin

                  Andrew W. Smith




Family Stockholders:




Adolph Coors, Jr. Trust dated September 12, 1969

Grover C. Coors Trust dated August 7, 1952

May Kistler Coors Trust dated September 24, 1965

Augusta Coors Collbran Trust dated July 5, 1946

Bertha Coors Munroe Trust dated July 5, 1946

Louise Coors Porter Trust dated July 5, 1946

Herman F. Coors Trust dated July 5, 1946



Coors Family Trusts

2120 Carey Avenue, Suite 412

Cheyenne, WY 82001

Facsimile: (307) 635-7430

Attention: Jeffrey H. Coors




Janet H. Coors Irrevocable Trust FBO Frances M. Baker dated July 27, 1976

Janet H. Coors Irrevocable Trust FBO Frank E. Ferrin dated July 27, 1976

Janet H. Coors Irrevocable Trust FBO Joseph J. Ferrin dated July 27, 1976



Coors Family Trusts’ Office

c/o CBCo Mail Stop VR 900

Golden, CO 80401




Adolph Coors Foundation

4100 E. Mississippi Ave.

Suite 1850

Denver, CO 80246




 









 




In the case of each Family Stockholder with a copy to:



Thomas N. Long, P.C.

2120 Carey Avenue, Suite 300

Cheyenne, WY 82003

Facsimile: (307) 635-0413

Attention: Thomas N. Long, Esq.




Astros Stockholders:




Field Holdings, Inc.

c/o Larry Field

1500 Nicholas Boulevard

Elk Grove Village, IL 60007

Fax: 847-956-9250




James Aikins

George Bayly

Edward Byczynski

Kristopher Dover

Frank Johnston

Curtiss Komen

Kenneth Kushibab

Benjamin Landis

Craig LaPlante

James Laurence

Krieg Lee

Robert Lewis

Gary McDaniel

MCDANIEL 2006 FAMILY TRUST

Al Nichols

Michael Nussbaum

James O’Brien

Thomas Pastorino

David Pietrowicz

Mark Reed

John Jeffrey Schlachtenhaufen

James Seefeldt

Donald Sturdivant



c/o Altivity Packaging, LLC

450 E. North Avenue

Carol Stream, IL 60188