A/B Exchange Registration Rights Agreement



 Exhibit 4.5 
  
 A/B EXCHANGE 
 REGISTRATION RIGHTS
AGREEMENT 
  
 Dated as of June 11, 2004 
 by and among 
  
 Appleton Papers Inc. 
  
 and 
  
 The parties
listed as guarantors hereto 
  
 and 
  
 Bear, Stearns & Co. Inc. 
 UBS Securities LLC 
 ABN AMRO
Incorporated 
 Piper Jaffray & Co. 
  









 This Registration Rights Agreement (this “Agreement”) is made and entered into as
of June 11, 2004, by and among Appleton Papers Inc., a Delaware corporation (the “Company”), the Guarantors listed on Schedule I attached hereto (the “Guarantors”), and Bear, Stearns & Co. Inc.,
UBS Securities LLC, ABN AMRO Incorporated and Piper Jaffray & Co. (each an “Initial Purchaser” and collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 8
1/8% Series A Senior Notes due 2011 (the “Senior Notes”) and the Company’s 9 3⁄4% Series A Senior Subordinated Notes due 2014 (the “Senior Subordinated Notes” and, together with the Senior
Notes, the “Series A Notes”) pursuant to the Purchase Agreement (as defined below). 
  
 This Agreement is made pursuant to the Purchase Agreement, dated June 3, 2004, (the “Purchase Agreement”), by and among the
Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Series A Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this
Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 3 of the Purchase Agreement. The Senior Notes will be issued pursuant to an indenture, dated June 11, 2004, and the Senior Subordinated Notes will be issued
pursuant to a separate indenture, dated June 11, 2004, (each such indenture an “Indenture,” and together, the “Indentures”), each between the Company and U.S. Bank National Association as trustee (the
“Trustee”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indentures. 
  
 The parties hereby agree as follows: 
  

	SECTION 1.	 DEFINITIONS 

  
 As used in this Agreement, the following capitalized terms shall have the following meanings: 
  
 Act: The Securities Act of 1933, as amended. 
  
 Affiliate: As defined in Rule 144 of the Act. 
  
 Broker-Dealer: Any broker or dealer registered under the
Exchange Act. 
  
 Business Day: Any day other than a
Saturday, a Sunday or a day on which banking institutions in the City of New York are authorized by law, regulation or executive order to remain closed. 
  
 Certificated Securities: Definitive Notes, as defined in the Indenture. 
  
 Closing Date: The date hereof. 
  
 Commission: The Securities and Exchange Commission. 
  
 Consummate: An Exchange Offer shall be deemed
“Consummated” for purposes of this Agreement upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Series B Notes to be issued in the Exchange Offer, 

  









 
(b) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less
than the period required pursuant to Section 3(b) hereof and (c) the delivery by the Company to the Registrar under the Indenture of Series B Notes in the same aggregate principal amount as the aggregate principal amount of Series A Notes tendered
by Holders thereof pursuant to the Exchange Offer. 
  
 Consummation Deadline: As defined in Section 3(b) hereof. 
  
 Effectiveness Deadline: As defined in Section 3(a) hereof. 
  
 Exchange Act: The Securities Exchange Act of 1934, as amended. 
  
 Exchange Offer: The exchange and issuance by the Company of a principal amount of Series B Notes (which shall
be registered pursuant to the Exchange Offer Registration Statement) equal to the outstanding principal amount of Series A Notes that are tendered by such Holders in connection with such exchange and issuance. 
  
 Exchange Offer Registration Statement: The Registration
Statement relating to the Exchange Offer, including the related Prospectus. 
  
 Filing Deadline: As defined in Section 3(a) hereof. 
  
 Holders: As defined in Section 2 hereof. 
  
 Prospectus: The prospectus included in a Registration Statement at the time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. 
  
 Recommencement Date: As defined in Section 6(d) hereof. 
  
 Registration Default: As defined in Section 5 hereof.

  
 Registration Statement: Any registration
statement of the Company and the Guarantors relating to (a) an offering of Series B Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case,
(i) that is filed pursuant to the provisions of this Agreement and (ii) including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference
therein. 
  
 Regulation S: Regulation S promulgated
under the Act. 
  
 Rule 144: Rule 144 promulgated
under the Act. 
  
 Series B Notes: The
Company’s 8 1/8% Series B Senior Notes due 2011 and the Company’s 9 3⁄4% Series B Senior Subordinated Notes due 2014 to be issued pursuant to the Indentures: (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof.

  

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 Shelf Effectiveness Deadline: As defined in Section 4(a) hereof. 
  
 Shelf Filing Deadline: As defined in Section 4(a) hereof.

  
 Shelf Registration Statement: As defined in
Section 4 hereof. 
  
 Suspension Notice: As defined
in Section 6(d) hereof. 
  
 TIA: The Trust Indenture
Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of the Indenture. 
  
 Transaction-Related Suspension Notice: As defined in Section 6(d) hereof. 
  
 Transfer Restricted Securities: Each (A) Series A Note, until the earliest to occur of (i) the date on which such Series A Note is exchanged
in the Exchange Offer for a Series B Note which is entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Act, (ii) the date on which such Series A Note has been effectively
registered under the Act and disposed of in accordance with a Shelf Registration Statement (and the purchasers thereof have been issued Series B Notes), or (iii) the date on which such Series A Note is distributed to the public pursuant to Rule 144
under the Act and each (B) Series B Note held by a Broker Dealer until the date on which such Series B Note is disposed of by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement
(including the delivery of the Prospectus contained therein). 
  

	SECTION 2.	 HOLDERS 

  
 A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer
Restricted Securities. 
  

	SECTION 3.	 REGISTERED EXCHANGE OFFER 

  
 (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i)
below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission on or prior to 90 days after the Closing Date (such 90th day being the “Filing
Deadline”), (ii) use all of their respective commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective on or prior to 180 days after the Closing Date (such 180th day being the
“Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if
applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Series B Notes to be
made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange
Offer shall be on the appropriate form permitting (i) registration of the Series B Notes to be offered in exchange for the Series A Notes that are Transfer 

  

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Restricted Securities and (ii) resales of Series B Notes by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer
acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. 
  
 (b) The Company and the Guarantors shall use all of their respective
commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and
state securities laws. No securities other than the Series B Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all of their respective commercially reasonable efforts to cause the Exchange
Offer to be Consummated on or prior to 30 Business Days, or longer, if required by federal securities laws, after the date on which the Exchange Offer Registration Statement has become effective, (such 30th Business Day being the
“Consummation Deadline”). 
  
 (c) The
Company and the Guarantors shall include a “Plan of Distribution” section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer
Restricted Securities pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such
sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a
result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). 
  
 Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore,
deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in
the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the prospectus contained in the Exchange Offer Registration Statement is available for sales of
Series B Notes by Broker-Dealers, the Company and the Guarantors agree to use all of their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and
subject to the provisions of Sections 6(a) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of one year from the
Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company and the Guarantors shall provide sufficient copies of the
latest version of such 

  

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Prospectus to such Broker-Dealers, promptly upon reasonable request, and in no event later than one Business Day after such request, at any time during such
period. 
  

	SECTION 4.	 SHELF REGISTRATION 

  
 (a) Shelf Registration. If (i) the Company and the Guarantors are not (A) required to file the Exchange Offer Registration Statement or (B)
permitted to Consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or (ii) if any
Holder of Transfer Restricted Securities shall notify the Company within 20 days following the Consummation Deadline that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not
resell the Series B Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or
(C) such Holder is a Broker-Dealer and holds Series A Notes acquired directly from the Company or any of its Affiliates, then the Company and the Guarantors shall file a Shelf Registration Statement (as defined below) to cover resales of the Series
A Notes by Holders of the Series A Notes who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement. If obligated to file a Shelf Registration Statement, the Company and the Guarantors
shall use all of their commercially reasonable efforts: 
  
 (x) to
cause to be filed, on or prior to 30 days after the earlier of (i) the date on which the Company determines that the Exchange Offer Registration Statement will not be or cannot be, as the case may be, filed as a result of clause (a)(i) above and
(ii) the date on which the Company receives the notice specified in clause (a)(ii) above (such earlier date, the “Shelf Filing Deadline”), a shelf registration statement pursuant to Rule 415 under the Act (which may be an
amendment to the Exchange Offer Registration Statement (the “Shelf Registration Statement”)), relating to all Transfer Restricted Securities, and 
  
 (y) to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Shelf Filing Deadline
for the Shelf Registration Statement (such 90th day the “Shelf Effectiveness Deadline”). 
  
 If, after the Company and the Guarantors have filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the
Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted as a result of the circumstances described in clause (a)(i) above, then the filing of the Exchange
Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to meet the Shelf Effectiveness Deadline set forth in clause
(y). 
  
 To the extent necessary to ensure that the Shelf
Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the
Company and the Guarantors shall use all of their respective commercially reasonable efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously 

  

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effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the
requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(d)) following the Closing Date, or such shorter
period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto. 
  
 (b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities
may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act, and any other information as may be otherwise required by law, for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus
included therein. No Holder of Transfer Restricted Securities shall be entitled to liquidated damages pursuant to Section 5 hereof unless and until such Holder shall have provided all such information. Each selling Holder agrees to promptly furnish
additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. 
  

	SECTION 5.	 LIQUIDATED DAMAGES 

  
 If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the Filing Deadline or Shelf Filing Deadline,
as applicable, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the Effectiveness Deadline or Shelf Effectiveness Deadline, as applicable, (iii) the Exchange Offer has not been Consummated on or
prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded
immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately (each such event referred to in clauses (i) through (iv), a “Registration
Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby liquidated damages in an amount equal to a per annum rate of 0.25% on the
principal amount of Transfer Restricted Securities held by such Holder with respect to the first 90-day period immediately following the occurrence of such Registration Default. The amount of the liquidated damages shall increase by an additional
per annum rate of 0.25% on the principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of liquidated damages of 1.00% per annum on the
principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. Notwithstanding anything to the
contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an
additional Registration Statement that causes the 

  

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Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of
(iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. 
  
 All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of
interest in each of the Indentures, on each Interest Payment Date, as more fully set forth in each of the Indentures and the Notes. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted
Securities, all obligations of the Company and the Guarantors to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. 
  

	SECTION 6.	 REGISTRATION PROCEDURES 

  
 (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all
applicable provisions of Section 6(c) below, (y) use all of their respective commercially reasonable efforts to effect such exchange and to permit the resale of Series B Notes by Broker-Dealers that tendered in the Exchange Offer Series A Notes that
such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Series A Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the
intended method or methods of distribution thereof, and (z) comply with all of the following provisions: 
  
 (i) If, following the date hereof there has been announced a change in Commission policy with respect to exchange offers such as the
Exchange Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or
other favorable decision from the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantors hereby agree to use their respective reasonable best efforts
to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors hereby agree to use all of their respective commercially reasonable efforts to take all such other actions as
may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an
analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the
Commission staff. 
  
 (ii) As a condition to its
participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a
written representation to the Company and the Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration 

  

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Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement
or understanding with any person to participate in, a distribution of the Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes in its ordinary course of business. As a condition to its participation in the
Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Series B Notes shall acknowledge and agree that, if the resales are of Series B Notes obtained by such Holder in exchange for Series A Notes acquired
directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5,
1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action
letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered
by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. 
  
 (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall provide a supplemental
letter to the Commission (A) stating that the Company and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan
Stanley and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a
representation that neither the Company nor any Guarantor has entered into any arrangement or understanding with any Person to distribute the Series B Notes to be received in the Exchange Offer and that, to the best of the Company’s and each
Guarantor’s information and belief, each Holder participating in the Exchange Offer is acquiring the Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of
the Series B Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable. 
  
 (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company and the Guarantors shall: 
  
 (i) comply with all the provisions of Section 6(c) below and use all of their respective commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold
in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company and the Guarantors will prepare and file with the
Commission a Registration Statement relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or 

  

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methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof; and 
  
 (ii) issue, upon the request of any Holder or purchaser of
Series A Notes covered by any Shelf Registration Statement contemplated by this Agreement, Series B Notes having an aggregate principal amount equal to the aggregate principal amount of Series A Notes sold pursuant to the Shelf Registration
Statement and surrendered to the Company for cancellation; the Company shall register Series B Notes on the Shelf Registration Statement for this purpose and issue the Series B Notes to the purchaser(s) of securities subject to the Shelf
Registration Statement in the names as such purchaser(s) shall designate. 
  
 (c) General Provisions. In connection with any Registration Statement and any related Prospectus required by this Agreement, the Company and the Guarantors shall: 
  
 (i) use all of their respective commercially reasonable
efforts to keep such Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 or 4 of this Agreement, as applicable. Upon the occurrence of any event that would cause any such
Registration Statement (A) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (B) not to be effective and usable for resale of Transfer Restricted Securities
during the period required by this Agreement, or the Prospectus contained in such Registration Statement (A) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company and the Guarantors shall file promptly an
appropriate amendment to such Registration Statement curing such defect, and, if Commission review is required, use all of their respective commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable;

  
 (ii) prepare and file with the Commission
such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period set forth in Section 3 or Section 4 hereof, as the case may be; cause
the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Act in a timely manner; and
comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set
forth in such Registration Statement or supplement to the Prospectus; 
  
 (iii) advise each Holder promptly and, if requested by such Holder, confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to
any applicable Registration Statement or any post-effective amendment thereto, when the same has become effective, 

  

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(B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional
information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Act or of the suspension by any state securities commission of the qualification of the
Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material
fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement in order
to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at
any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from
qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company and the Guarantors shall use all of their respective commercially reasonable efforts to obtain the withdrawal or lifting of such order at the
earliest possible time; 
  
 (iv) subject to
Section 6(c)(i), if any fact or event contemplated by Section 6(c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein
by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; 
  
 (v) furnish to each Holder in connection with such exchange or sale, if any, before filing with the Commission, copies of any Registration
Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which
documents will be subject to the review and comment of such Holders in connection with such sale, if any, for a period of at least five Business Days prior to such filing, and the Company will not file any such Registration Statement or Prospectus
or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which such Holders shall reasonably object within five Business Days after the receipt thereof. A Holder
shall be deemed to have reasonably objected to such filing if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein not misleading, or fails to comply with the applicable requirements of the Act; 
  

(vi) promptly, prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus,
provide copies of such document 

  

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to each Holder in connection with such exchange or sale, if any, make the Company’s and the Guarantors’ representatives available for discussion of
such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such Holders may reasonably request; 
  
 (vii) make available, during business hours and upon reasonable notice, for inspection by each Holder and
any attorney or accountant retained by such Holders, all financial and other records and pertinent corporate documents of the Company and the Guarantors and cause the Company’s and the Guarantors’ officers, directors and employees to
supply all information reasonably requested by any such Holder, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness;

  
 (viii) if requested by any Holders in
connection with such exchange or sale, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Holders may reasonably request to have included therein,
including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold, the purchase price
being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the
Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment; 
  
 (ix) cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if
so requested by the Holders of a majority in aggregate principal amount of Transfer Restricted Securities covered thereby; 
  
 (x) furnish to each Holder in connection with such exchange or sale, without charge, at least one copy of the Registration Statement, as
first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference); 
  
 (xi) deliver to each Holder without charge, as many copies
of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company and the Guarantors hereby consent to the use (in accordance with law) of the Prospectus and any
amendment or supplement thereto by each selling Holder in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto; 
  
 (xii) upon the request of any Holder, enter into such
agreements (including underwriting agreements) and make such representations and warranties and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to
any applicable Shelf Registration Statement 

  

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contemplated by this Agreement as may be reasonably requested by any Holder in connection with any sale or resale pursuant to any applicable Shelf
Registration Statement. In such connection, the Company and the Guarantors shall: 
  
 (A) upon request of any Holder who is a Broker-Dealer or who is otherwise required, under applicable law or Commission policy, to deliver
a prospectus in connection with an Exchange Offer Registration Statement or any Holder whose Transfer Restricted Securities are included in a Shelf Registration Statement, furnish (or in the case of paragraphs (2) and (3), use all of their
respective commercially reasonable efforts to cause to be furnished) to each such Holder, upon Consummation of the Exchange Offer or upon the effectiveness of the Shelf Registration Statement, as the case may be: 
  
 (1) a certificate, dated such date, signed on behalf of the
Company and each Guarantor by (x) the President or any Vice President and (y) a principal financial or accounting officer of the Company and such Guarantor, confirming, as of the date thereof, the matters set forth in Sections 5(a)(ii), 8(a) and
8(r) of the Purchase Agreement and such other similar matters as such Holders may reasonably request; 
  
 (2) an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as
the case may be, of counsel for the Company and the Guarantors covering matters similar to those set forth in Exhibit C to the Purchase Agreement and such other matters as such Holder may reasonably request in light of the then existing
circumstances, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company and the Guarantors, representatives of the independent public accountants
for the Company and the Guarantors and has considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and
that such counsel advises that, on the basis of the foregoing (relying as to materiality to the extent such counsel deems appropriate upon the statements of officers and other representatives of the Company and the Guarantors and without independent
check or verification), no facts came to such counsel’s attention that caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective
and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation of the Exchange Offer, 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 or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation,
contained an untrue statement of a material 

  

 12 








 
fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules
and other financial data included in any Registration Statement contemplated by this Agreement or the related Prospectus; and 
  
 (3) a customary comfort letter, dated the date of Consummation of the Exchange Offer, or as of the date of effectiveness of the Shelf
Registration Statement, as the case may be, from the Company’s independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings of
debt securities similar to the Notes, and affirming the matters set forth in the comfort letters delivered pursuant to Section 8(i) of the Purchase Agreement; and 
  
 (B) deliver such other documents and certificates as may be reasonably requested by the selling Holders to
evidence compliance with the matters covered in clause (A) above and with any customary conditions contained in any agreement entered into by the Company and the Guarantors pursuant to this clause (xii); 
  
 (xiii) prior to any public offering of Transfer Restricted
Securities, cooperate with the selling Holders and their counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders may
request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the applicable Registration Statement; provided, however, that neither the
Company nor any Guarantor shall be required to register or qualify as a foreign entity where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and
transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject; 
  
 (xiv) in connection with any sale of Transfer Restricted Securities that will result in such securities no longer being Transfer
Restricted Securities, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and to register such Transfer
Restricted Securities in such denominations and such names as the selling Holders may request at least two Business Days prior to such sale of Transfer Restricted Securities; 
  
 (xv) use all of their respective commercially reasonable efforts to cause the disposition of the Transfer
Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may 

  

 13 








 
be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained
in clause (xiii) above; 
  
 (xvi) provide a CUSIP
number for all Transfer Restricted Securities not later than the effective date of a Registration Statement covering such Transfer Restricted Securities and provide the Trustee under each of the Indentures with printed certificates for the Transfer
Restricted Securities which are in a form eligible for deposit with the Depository Trust Company; 
  
 (xvii) otherwise use all of their respective commercially reasonable efforts to comply with all applicable rules and regulations of the
Commission, and make generally available to its security holders with regard to any applicable Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited)
covering a twelve-month period beginning after the effective date of the Registration Statement (as such term is defined in paragraph (c) of Rule 158 under the Act); 
  
 (xviii) cause each of the Indentures to be qualified under the TIA not later than the effective date of the
first Registration Statement required by this Agreement and, in connection therewith, cooperate with the Trustee and the Holders to effect such changes to each of the Indentures as may be required for each such Indenture to be so qualified in
accordance with the terms of the TIA; and execute and use all of their respective commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required
to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; and 
  
 (xix) provide promptly to each Holder, upon request, each document filed with the Commission pursuant to the requirements of Section 13 or
Section 15(d) of the Exchange Act. 
  
 (d) Restrictions on
Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section
6(c)(iii)(D) hereof (in each case, a “Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has
received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses,
other than permanent file copies, then in such Holder’s possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company’s expense) all copies, other than permanent
file copies, then in such Holder’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. Furthermore, the Company and the Guarantors may allow the Shelf
Registration Statement and the related Prospectus to cease to become effective and usable if the Company is in possession of material non-public information 

  

 14 








 
relating to a proposed financing, recapitalization, acquisition, business combination or other material transaction involving the Company or the Guarantors
which the board of directors of the Company determines in good faith would require disclosure in the Shelf Registration Statement by the Company of such material non-public information for which the Company has a bona fide business purpose for not
disclosing and disclosure of such information is not otherwise required by law; provided (i) that the Company notifies the Holders within two business days after such board of directors makes such decision (a “Transaction-Related
Suspension Notice”) and (ii) that the number of days during which such Registration Statement was not effective or usable pursuant to the foregoing provisions shall last no longer than 30 days in any 12-month period. The time period
regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension
Notice or Transaction-Related Suspension Notice, as applicable, to the date of delivery of the Recommencement Date; however, no such extension shall be taken into account in determining whether liquidated damages are due pursuant to Section 5 hereof
or the amount of such liquidated damages, it being agreed that the Company’s option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5. 
  

	SECTION 7.	 REGISTRATION EXPENSES 

  
 (a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Agreement (other than underwriting
discounts and commissions in connection with resales of Transfer Restricted Securities by the Holders) will be borne by the Company, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration
and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Series B Notes to be issued in the Exchange
Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject to Section 7(b) below, the Holders of Transfer Restricted Securities; (v) all
application and filing fees in connection with listing the Series B Notes on a national securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public
accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). 
  
 The Company will, in any event, bear its and the Guarantors’ internal expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantors. 
  
 (b) In connection with any Registration Statement required by this Agreement
(including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering
Series A Notes in the Exchange Offer and/or selling or reselling Series A Notes or Series B Notes pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as
applicable, for the reasonable fees and disbursements of not more than 

  

 15 








 
one counsel, who shall be Latham & Watkins, LLP unless another firm shall be chosen by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being prepared. 
  

	SECTION 8.	 INDEMNIFICATION 

  
 (a) The Company and the Guarantors agree, jointly and severally, to indemnify and hold harmless each Holder, its directors, officers and each Person, if
any, who controls such Holder (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, liabilities, judgments, (including without limitation, any legal or other expenses
incurred in connection with investigating or defending any matter, including any action that could give rise to any such losses, claims, damages, liabilities or judgments) caused by any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, preliminary prospectus or Prospectus (or any amendment or supplement thereto) provided by the Company to any Holder or any prospective purchaser of Series B Notes or registered Series A Notes, or caused by
any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or judgments are caused by an
untrue statement or omission or alleged untrue statement or omission that is based upon information relating to any of the Holders furnished in writing to the Company by any of the Holders. 
  
 (b) Each Holder of Transfer Restricted Securities agrees, severally and not
jointly, to indemnify and hold harmless the Company and the Guarantors, and their respective directors and officers, and each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company,
or the Guarantors to the same extent as the foregoing indemnity from the Company and the Guarantors set forth in section (a) above, but only with reference to information relating to such Holder furnished in writing to the Company by such Holder
expressly for use in any Registration Statement. In no event shall any Holder, its directors, officers or any Person who controls such Holder be liable or responsible for any amount in excess of the amount by which the total amount received by such
Holder with respect to its sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds (i) the amount paid by such Holder for such Transfer Restricted Securities and (ii) the amount of any damages that such Holder, its
directors, officers or any Person who controls such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 
  
 (c) In case any action shall be commenced involving any person in respect of which indemnity may be sought pursuant to
Section 8(a) or 8(b) (the “indemnified party”), the indemnified party shall promptly notify the person against whom such indemnity may be sought (the “indemnifying person”) in writing and the
indemnifying party shall assume the defense of such action, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all fees and expenses of such counsel, as incurred (except that in the case of any
action in respect of which indemnity may be sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be required to assume the defense of such action pursuant to this Section 8(c), but may employ separate counsel and participate in the
defense thereof, but the fees and expenses of such counsel, except as provided below, shall be at the expense of the Holder). 

  

 16 








 
Any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the indemnified party unless (i) the employment of such counsel shall have been specifically authorized in writing by the indemnifying party, (ii) the indemnifying party shall have failed to assume the defense
of such action or employ counsel reasonably satisfactory to the indemnified party or (iii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party, and the indemnified
party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party). In any such case, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties and all such fees and expenses shall be
reimbursed as they are incurred. Such firm shall be designated in writing by a majority of the Holders, in the case of the parties indemnified pursuant to Section 8(a), and by the Company and Guarantors, in the case of parties indemnified pursuant
to Section 8(b). The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action (i) effected with its written
consent or (ii) effected without its written consent if the settlement is entered into more than twenty Business Days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses
of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party
shall, without the prior written consent of the indemnified party effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could
have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability on
claims that are or could have been the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. 
  
 (d) To the extent that the indemnification provided for in this Section 8 is
unavailable to an indemnified party in respect of any losses, claims, damages, liabilities or judgments referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims, damages, liabilities or judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders,
on the other hand, from their sale of Transfer Restricted Securities or (ii) if the allocation provided by clause 8(d)(i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to
in clause 8(d)(i) above but also the relative fault of the Company and the Guarantors, on the one hand, and of the Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities
or judgments, as well as any other relevant equitable considerations. The relative fault of the Company and the Guarantors, on the one hand, and of the Holder, on the 

  

 17 








 
other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company or such Guarantor, on the one hand, or by the Holder, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and judgments referred to above shall be deemed to include, subject to the limitations set forth in the
second paragraph of Section 8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. 
  
 The Company, the Guarantors and each Holder agree that it would not be just and equitable if contribution pursuant to this
Section 8(d) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations
set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any matter, including any action that could have given rise to such losses, claims, damages, liabilities or
judgments. Notwithstanding the provisions of this Section 8, no Holder, its directors, its officers or any Person, if any, who controls such Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the
total received by such Holder with respect to the sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds (i) the amount paid by such Holder for such Transfer Restricted Securities and (ii) the amount of any damages which
such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of Transfer Restricted
Securities held by each Holder hereunder and not joint. 
  

	SECTION 9.	 RULE 144A AND RULE 144 

  
 The Company and each Guarantor agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in
which the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144. 
  

 18 









	SECTION 10.	 MISCELLANEOUS 

  
 (a) Remedies. The Company and the Guarantors acknowledge and agree that any failure by the Company and/or the Guarantors to comply with their
respective obligations under Sections 3 and 4 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantor’s obligations under Sections 3 and 4 hereof. The
Company and the Guarantors further agree to waive the defense in any action for specific performance that a remedy at law would be adequate. 
  
 (b) No Inconsistent Agreements. Neither the Company nor any Guarantor will, on or after the date of this Agreement, enter into any agreement with
respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither the Company nor any Guarantor has previously entered into, nor is currently party to,
any agreement granting any registration rights with respect to its securities to any Person that would require such securities to be included in any Registration Statement filed hereunder. The rights granted to the Holders hereunder do not in any
way conflict with and are not inconsistent with the rights granted to the holders of the Company’s and the Guarantors’ securities under any agreement in effect on the date hereof. 
  
 (c) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless (i) in the case of Section 5 hereof and this Section 10(c)(i), the Company has obtained the written consent of Holders
of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities
(excluding Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose Transfer Restricted
Securities are being tendered pursuant to the Exchange Offer, and that does not affect directly or indirectly the rights of other Holders whose Transfer Restricted Securities are not being tendered pursuant to such Exchange Offer, may be given by
the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities subject to such Exchange Offer. 
  
 (d) Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder. 
  
 (e) Notices. All notices and other
communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery: 
  
 (i) if to a Holder, at the address set forth on the records
of the Registrar under each of the Indentures, with a copy to the Registrar under each of the Indentures; and 
  

 19 








 (ii) if to the Company or the Guarantors: 
  
 Appleton Papers Inc. 
 825 E. Wisconsin Ave. 
 P.O. Box 359

 Appleton, WI 54912-0359 
 Telecopier No.: (920) 991-7256 
 Attention: Chief Financial Officer 
  
 With a copy to: 
  
 Godfrey & Kahn, S.C. 
 780 North Water
Street 
 Milwaukee, WI 53202-3590 
 Telecopier No.: (414) 273-5198 
 Attention: Christopher B. Noyes, Esq. 
  
 All such notices and communications shall be deemed to have been duly given:
at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery. 
  
 Copies of all such notices,
demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in each of the Indentures. 
  

(f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment, subsequent Holders; provided, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in
violation of the terms hereof or of the Purchase Agreement or any of the Indentures. If any transferee of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and
provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits hereof. 
  
 (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
  

 20 








 (h) Headings. The headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof. 
  
 (i) Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF. 
  
 (j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in
any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

  
 (k) Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter. 
  

 21 








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

  

			
	APPLETON PAPERS INC.
		
	By:	 	 /s/ Dale E. Parker

	 	 	 Name: Dale E. Parker

	 	 	 Title: Vice President and Chief Financial Officer, Treasurer

	
	PAPERWEIGHT DEVELOPMENT CORP.
		
	By:	 	 /s/ Dale E. Parker

	 	 	 Name: Dale E. Parker

	 	 	 Title: Chief Financial Officer - Treasurer

	
	WTA INC.
		
	By:	 	 /s/ Dale E. Parker

	 	 	 Name: Dale E. Parker

	 	 	 Title: President

	
	C&H PACKAGING COMPANY, INC.
		
	By:	 	 /s/ Dale E. Parker

	 	 	 Name: Dale E. Parker

	 	 	 Title: Vice President Finance, Chief Financial Officer

	
	AMERICAN PLASTICS COMPANY, INC.
		
	By:	 	 /s/ Dale E. Parker

	 	 	 Name: Dale E. Parker

	 	 	 Title: Vice President Finance, Chief Financial Officer



  

 22 









			
	AMERICAN REAL ESTATE CORPORATION
		
	By:	 	 /s/ Dale E. Parker

	 	 	 Name: Dale E. Parker

	 	 	 Title: Vice President Finance, Chief Financial Officer

	
	APPLETON STEAM INC.
		
	By:	 	 /s/ Stephen G. Kula

	 	 	 Name: Stephen G. Kula

	 	 	 Title: Treasurer

	
	ROSE HOLDINGS LIMITED
		
	By:	 	 /s/ Dale E. Parker

	 	 	 Name: Dale E. Parker

	 	 	 Title: Director

	
	BEMROSE GROUP LIMITED
		
	By:	 	 /s/ Dale E. Parker

	 	 	 Name: Dale E. Parker

	 	 	 Title: Director

	
	THE HENRY BOOTH GROUP LIMITED
		
	By:	 	 /s/ Dale E. Parker

	 	 	 Name: Dale E. Parker

	 	 	 Title: Director

	
	BEMROSEBOOTH LIMITED
		
	By:	 	 /s/ Dale E. Parker

	 	 	 Name: Dale E. Parker

	 	 	 Title: Director



  

 23 









			
	HBGI HOLDINGS LIMITED
		
	By:	 	 /s/ Dale E. Parker

	 	 	 Name: Dale E. Parker

	 	 	 Title: Director

	
	BEMROSE SECURITY & PROMOTIONAL PRINTING LIMITED
		
	By:	 	 /s/ Dale E. Parker

	 	 	 Name: Dale E. Parker

	 	 	 Title: Director

	
	BEMROSEBOOTH USA INC.
		
	By:	 	 /s/ Dale E. Parker

	 	 	 Name: Dale E. Parker

	 	 	 Title: Chief Financial Officer and Treasurer



  

 24 









			
	The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	BEAR, STEARNS & CO. INC.
		
	By:	 	 /s/ Larry Alletto

	 	 	 Name: Larry Alletto

	 	 	 Title: Sr. Managing Director

	
	UBS SECURITIES LLC
		
	By:	 	 /s/ Michael F. Newcomb II

	 	 	 Name: Michael F. Newcomb II

	 	 	 Title: Executive Director, High Yield Capital Markets

		
	By:	 	 /s/ L. Brett Matkins

	 	 	 Name: L. Brett Matkins

	 	 	 Title: Director, High Yield Capital Markets

	
	ABN AMRO INCORPORATED
		
	By:	 	 /s/ David Kanter

	 	 	 Name: David Kanter

	 	 	 Title: Managing Director

	
	PIPER JAFFRAY & CO.
		
	By:	 	 /s/ Louis G. Martine

	 	 	 Name: Louis G. Martine

	 	 	 Title: Managing Director


  

 25 








 SCHEDULE I 
  

GUARANTORS 
  
 Paperweight Development Corp. 
 WTA Inc. 
 C&H Packaging Company, Inc. 
 American Plastics Company, Inc. 

American Real Estate Corporation 
 Appleton Steam Inc. 
 Rose Holdings Limited 
 Bemrose Group Limited 
 The Henry Booth Group Limited 
 BemroseBooth Limited 
 HBGI Holdings Limited 
 Bemrose Security & Promotional Printing Limited

 BemroseBooth USA Inc.