REGISTRATION RIGHTS AGREEMENT



 EXHIBIT 4.2 
  
 EXECUTION COPY 
  
 REGISTRATION RIGHTS AGREEMENT 
  
 Dated as of June 2, 2003 
 by and
among 
  
 Apogent Technologies Inc. 
  
 as Issuer 
  
 The several subsidiary guarantors parties hereto 
  
 as Guarantors 
  
 and 
  
 Lehman Brothers Inc. 
 Credit Suisse First Boston LLC 
 J.P. Morgan Securities Inc. 
 Fleet
Securities, Inc. 
 Banc One Capital Markets, Inc. 
 Banc of America Securities LLC 
 Wachovia Securities, Inc. 
 Goldman, Sachs & Co. 
 ABN AMRO
Incorporated 
 Scotia Capital (USA) Inc. 
 Robert W. Baird & Co. Incorporated 
 SunTrust Capital Markets, Inc. 
 Comerica Securities, Inc. 
 The Royal
Bank of Scotland plc 
  
 as the Initial Purchasers








 This Registration Rights Agreement (this “Agreement”) is made and entered into as
of June 2, 2003, by and among Apogent Technologies Inc., a Wisconsin corporation (the “Company”), the several subsidiary guarantors parties hereto (collectively, the “Guarantors”) and the several
initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), for whom Lehman Brothers Inc., Credit
Suisse First Boston LLC and J.P. Morgan Securities Inc. are acting as representatives (each a “Representative” and, collectively, the “Representatives”). The Initial Purchasers have agreed to purchase
the Company’s 61⁄2% Senior Subordinated Notes, Series A, due 2013 (the “Notes”) together with the several guarantees forming a part thereof (the “Guarantees” and, together with the Notes, the
“Securities”) pursuant to the Purchase Agreement (as defined below). 
  
 This Agreement is made pursuant to the Purchase Agreement, dated May 22, 2003 (the “Purchase Agreement”), among the Company, the Guarantors and the Initial Purchasers. In order to induce the
Initial Purchasers to purchase the Securities, 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 6 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Indenture, dated as of June 2, 2003 between the Company, the Guarantors and The Bank of New York, as
Trustee, relating to the Securities and the Exchange Securities (the “Indenture”). 
  
 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. 
  
 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 Exchange Securities 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 Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Securities tendered by Holders thereof pursuant to the Exchange Offer. 
  

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 Consummation Deadline: As defined in Section 3(b) hereof. 
  
 EDGAR: The Commission’s Electronic Data Gathering Analysis
and Retrieval System. 
  
 Effectiveness Deadline: As
defined in Section 3(a) and 4(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 Exchange Securities (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to the outstanding principal amount
of Securities 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. 
  
 Exchange Securities: The Company’s Securities, registered under the Act, to be issued pursuant to the
Indenture: (i) in the Exchange Offer or (ii) as contemplated by Sections 4 and 6(b)(ii) hereof. 
  
 Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Securities to certain “qualified institutional
buyers,” as such term is defined in Rule 144A under the Act, and pursuant to Regulation S under the Act. 
  
 Filing Deadline: As defined in Sections 3(a) and 4(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(e) hereof.

  
 Registration Default: As defined in Section 5
hereof. 
  
 Registration Statement: Any registration
statement of the Company relating to (a) an offering of Exchange Securities 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. 
  
 Shelf Registration Statement: As defined in
Section 4 hereof. 
  

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 Suspension Notice: As defined in Section 6(e) hereof. 
  
 TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section
77aaa-77bbbb) as in effect on the date of the Indenture. 
  
 Transfer Restricted Securities: (i) Each Security, until the earliest to occur of (a) the date on which such Security is exchanged in the Exchange Offer for an Exchange Security which is entitled to be resold to the public by
the Holder thereof without complying with the prospectus delivery requirements of the Act, (b) the date on which such Security has been disposed of in accordance with a Shelf Registration Statement, or (c) the date on which such Security is
distributed to the public pursuant to Rule 144 under the Act and (ii) each Exchange Security acquired by a Broker-Dealer in exchange for a Security acquired for its own account as a result of market making activities or other trading activities
until the date on which such Exchange Security 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 (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 no later than 90 days after the Closing Date (such 90th day being the “Filing Deadline”), (ii) use best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the
Closing Date (such 150th 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 Exchange Securities 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 Exchange Securities to be offered in exchange for the Securities that are Transfer Restricted Securities and (ii) resales of Exchange Securities by Broker-Dealers that tendered into the Exchange Offer Securities that such Broker-Dealer acquired
for its own account as a result of market making activities or other trading activities (other than Securities 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 their best efforts to cause the
Exchange Offer Registration Statement to be effective continuously, subject to Section 6(e) hereof, 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 

  

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Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the
Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their best efforts to cause the Exchange Offer to be Consummated within 30 business days, or longer, if required by the
federal securities laws, after the Exchange Offer Registration Statement has become effective. 
  
 (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 Securities acquired directly from the Company or any of its Affiliates) 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 or as a result of a change in policy, rules or regulations after the date of this Agreement. 
  
 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 Exchange Securities received by such Broker-Dealer in the Exchange Offer, the Company and the Guarantors shall, subject to Section 6(e) hereof, 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 Exchange Securities by Broker-Dealers, the Company and the Guarantors agree to use their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject
to the provisions of Section 6(a), (c) and (e) 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 180 days from the date
on which the Exchange Offer is Consummated 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 Prospectus to such Broker-Dealers, promptly upon 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 Exchange Offer is not permitted by
applicable law (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 business days following the
Consummation of the Exchange Offer 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 Exchange Securities 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 Securities acquired directly
from the Company or any of its Affiliates, then the Company and the Guarantors shall: 
  

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 (x) use best efforts 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 cannot 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
“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) use
best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the “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 under applicable federal law (i.e., 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 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 best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously 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(c)(i)) following the
Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have become eligible for resale without volume restrictions pursuant to Rule 144(k) under the Securities Act.

  
 (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 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. By its
acceptance of Transfer Restricted Securities, each 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 applicable Filing Deadline, (ii) any such Registration Statement 

  

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has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on
or prior to 30 business days after the Effectiveness Deadline (the “Consummation Deadline”) or (iv) subject to Section 6(e) hereof, 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 within five days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective
within thirty days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby agree
to pay to each Holder of Transfer Restricted Securities affected thereby liquidated damages in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period
immediately following the occurrence of such Registration Default. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in 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 $0.50 per week per $1,000 in 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 (an/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 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 the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Securities. 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 best efforts to effect such exchange and to permit the resale of
Exchange Securities by any Broker-Dealer that tendered Securities in the Exchange Offer that such Broker-Dealer acquired for its own account as a result of its market making activities or other trading activities (other than Securities acquired
directly from the Company or any of its Affiliates) 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 

  

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the reasonable opinion of counsel to the Company and the Guarantors 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 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 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 staff, (B) delivering to the Commission staff an analysis prepared by
counsel to the Company and the Guarantors 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 and the Guarantors, 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 Statement) to the effect that (A) it is not an Affiliate of the Company
or the Guarantors, (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 Exchange Securities to be issued in the Exchange Offer and (C) it is
acquiring the Exchange Securities 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 Exchange Securities will be required to
acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities 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 the Company and the Guarantors have not entered into any 

  

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arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the
Company’s and the Guarantors’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any Person to
participate in the distribution of the Exchange Securities 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) and 6(d) below and use best 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 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 Securities covered by any Shelf Registration Statement contemplated by this
Agreement, Exchange Securities having an aggregate principal amount equal to the aggregate principal amount of Securities sold pursuant to the Shelf Registration Statement and surrendered to the Company for cancellation; the Company and the
Guarantors shall register Exchange Securities on the Shelf Registration Statement for this purpose and issue the Exchange Securities 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) subject to Section 6(e) hereof, use best 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 or the Prospectus contained therein (A) to contain an untrue
statement of material fact or omit to state any material fact required to be stated therein or 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, 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 its best efforts to cause such amendment to
be declared effective as soon as practicable. If at any time the Commission shall issue any stop order suspending the effectiveness of any 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 

  

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Guarantors shall use their best efforts to obtain the withdrawal or lifting of such order at the earliest possible time; 
  
 (ii) subject to Section 6(e) hereof, 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 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) 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; 
  
 (iv) use best 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 be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities; provided, however, that
none of the Company or the Guarantors shall be required to register or qualify as a foreign corporation 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; 
  
 (v) 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 the Indenture with certificates for the Transfer Restricted Securities which are in a form eligible for deposit with The Depository Trust Company; 
  
 (vi) otherwise use best 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); and 
  
 (vii) cause the Indenture 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 the Indenture as may be required for such Indenture to be
so qualified in accordance 

  

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with the terms of the TIA; and execute and use best 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. 
  
 (d) Additional Provisions Applicable to Shelf Registration Statements and Certain Exchange Offer Prospectuses. In connection with each Shelf
Registration Statement, and each Exchange Offer Registration Statement if and to the extent that an Initial Purchaser has notified the Company that it is a holder of Exchange Securities that are Transfer Restricted Securities (for so long as such
Exchange Securities are Transfer Restricted Securities or for the period provided in Section 3, whichever is shorter), the Company and the Guarantors shall: 
  
 (i) 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, (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; 
  
 (ii) subject to Section 6(e), if any fact or event contemplated by Section 6(d)(i)(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 required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading; 
  
 (iii) 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 (except the Prospectus included in the Exchange Offer Registration Statement
at the time it was declared effective) 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, and the Company and the Guarantors will not file any such Registration Statement or Prospectus or any
amendment or supplement to any such Registration Statement or Prospectus (including all such 

  

 11 








 
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, in the light of the circumstances under which they were made, not misleading or fails to comply with the applicable requirements of the Act; 
  
 (iv) 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 to each Holder in connection with such exchange or sale, if any, make the Company’s 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; 
  
 (v) make available, at reasonable times, for inspection by each Holder and any attorney or accountant retained by such Holders, all
reasonably requested 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; 
  
 (vi) subject to Section 6(e), 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; 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; 
  
 (vii) furnish to each Holder in connection with such exchange or sale without charge, including through EDGAR, at least one copy of the
Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference); 
  
 (viii) 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 offered and sold in accordance with the
“Plan of Distribution” set forth therein; 
  
 (ix) upon the request of any Holder, enter into such 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 Registration Statement contemplated by this Agreement as 

  

 12 








 
may be reasonably requested by any Holder in connection with any sale or resale pursuant to any applicable Registration Statement. In such connection, the
Company and the Guarantors shall: 
  
 (A) upon
request of any Holder, furnish (or in the case of paragraphs (2) and (3), use best efforts to cause to be furnished) to each 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 by (x) the President or any Vice President and (y) a principal financial or accounting officer of the Company, confirming, as of the date thereof, the matters set forth in Section 6(f) of the Purchase Agreement and
such other matters as such Holders may reasonably request; 
  
 (2) an opinion or opinions, 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 covering matters
similar to those set forth in Sections 6(c) of the Purchase Agreement and such other matters as such Holder may reasonably request, 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, 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, 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, in the light of the circumstances under which they were made, 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 fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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 

  

 13 








 
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, and affirming the matters set forth in the comfort letters delivered pursuant to Section 6(e) 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 pursuant to this clause (ix); 
  
 (x) 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 none
of the Company or the Guarantors shall be required to register or qualify as a foreign corporation 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; and 
  
 (xi) provide promptly to each Holder, upon request, including through EDGAR, each document filed with the Commission pursuant to the
requirements of Section 13 or Section 15(d) of the Exchange Act. 
  
 (e) Restrictions on Holders. Each Holder’s acquisition of a Transfer Restricted Security constitutes such Holder’s agreement that, upon receipt of the notice referred to in Section 6(d)(i)(C) or any notice from the Company
of the existence of any fact of the kind described in Section 6(d)(i)(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(d)(ii) 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” with each such period of time from the Suspension
Notice until the Recommencement Date being referred to herein as a “Blackout Period”). Each Holder receiving a Suspension Notice shall be required to 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 and the Guarantors’ 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. 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 to the date of delivery of the Recommencement Date.
Notwithstanding the provisions of Section 5 hereof, no liquidated damages shall accrue during any Blackout Period or during the period the Company is seeking a 

  

 14 








 
no-action letter or other favorable decision from the Commission pursuant to Section 6(a)(i) hereof. 
  
 SECTION 7. REGISTRATION EXPENSES 
  
 (a) All expenses incident to the Company’s and the Guarantors’
performance of or compliance with this Agreement will be borne by the Company and the Guarantors, 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 certificates for the Exchange Securities 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 and the Guarantors and one counsel for the Holders of Transfer Restricted Securities (which counsel shall be Simpson Thacher & Bartlett LLP
or such other counsel as shall be reasonably acceptable to the Company); (v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the
requirements hereof; 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 and the Guarantors will, in any event, bear their
internal expenses (including, without limitation, all salaries and expenses of their 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 and 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 Securities into the Exchange Offer and/or selling or reselling Securities or Exchange Securities 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 one counsel (which counsel shall be Simpson Thacher & Bartlett LLP or such other counsel as shall be reasonably
acceptable to the Company). 
  
 SECTION 8. INDEMNIFICATION 
  
 (a) Each of the Company and the Guarantors agrees to, jointly and severally,
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 and the
Guarantors to any Holder or any prospective purchaser of Exchange Securities or registered Securities, 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, in the light of the circumstances in which they were made, not misleading, except insofar as such losses, claims, damages, liabilities or judgments are 

  

 15 








 
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) By its
acquisition of Transfer Restricted Securities, 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 reasonable 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). 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 reasonable
fees and expenses of more than one separate firm of attorneys (in addition to any local counsel reasonably necessary as determined by the indemnified party) 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 the Guarantors, in the case of parties indemnified pursuant to Section 8(b). The
indemnifying party shall indemnify and hold 

  

 16 








 
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 the indemnifying party’s written consent or (ii) effected without the indemnifying party’s 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, which consent shall not be unreasonably withheld, 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 initial sale of Transfer Restricted Securities (or in the case of Exchange Securities that are
Transfer Restricted Securities, the sale of the Securities for which such Exchange Securities were exchanged) 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 each 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 a Holder, on the 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 and the Guarantors, 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,
each Guarantor and, by its acquisition of Transfer Restricted Securities, each Holder agrees 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, 

  

 17 








 
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 
  
 Each of the Company and the Guarantors agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period
in which the Company and the Guarantors (i) are 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) are 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. 
  
 SECTION 10. MISCELLANEOUS 
  
 (a) Remedies. Each of the Company and the Guarantors acknowledges and
agrees that any failure by the Company and the Guarantors to comply with their 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
Guarantors’ obligations under Sections 3 and 4 hereof. Each of the Company and the Guarantors further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. 
  
 (b) No Inconsistent Agreements. The Company and the Guarantors will
not, 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. The Company and the
Guarantors have not previously entered into 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 securities under any agreement in effect on the date hereof. 
  

 18 








 (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 and the Guarantors have obtained the written consent of Holders of
all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, the Company and the Guarantors have 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 their rights 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 the Indenture, with a copy to the Registrar under the Indenture; and 
  
 (ii) if to the Company: 
  
 Apogent Technologies Inc. 
 30 Penhallow Street 
 Portsmouth, New Hampshire 03801 
 Attention: General Counsel 
 Telephone: (603) 433-6131 ext. 700 
 Facsimile: (603) 436-3719, 
  
 with a copy to: 
  
 Quarles & Brady LLP 
 411 E. Wisconsin Avenue 
 Milwaukee, Wisconsin 53202 
 Attention: Joseph D. Masterson, Esq. 
 Telephone: (414) 277-5169 
 Facsimile: (414) 978-8969 
  
 All
such notices and communications shall be deemed to have been duly given at the time delivered by hand, when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery.

  

 19 








 Copies of all such notices, demands or other communications shall be concurrently delivered by the Person
giving the same to the Trustee at the address specified in the Indenture. 
  
 (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 the
Indenture. 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. 
  
 (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. 
  
 (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. 
  

 20 








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

  

	 APOGENT TECHNOLOGIES INC.

		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:



  

 21 








 APOGENT FINANCE COMPANY 
 APOGENT HOLDING COMPANY 
 APOGENT SERVICE CORPORATION 
 APOGENT TRANSITION CORP. 
 APPLIED BIOTECH, INC. 
 BARNSTEAD THERMOLYNE CORPORATION 
 BT CANADA HOLDINGS INC. 
 CAPITOL VIAL, INC. 
 CHASE SCIENTIFIC GLASS, INC. 
 CONSOLIDATED TECHNOLOGIES, INC. 
 ERIE SCIENTIFIC COMPANY 
 ERIE SCIENTIFIC COMPANY OF PUERTO RICO 
 ERIE UK HOLDING COMPANY 
 EVER READY THERMOMETER CO., INC. 
 FOREFRONT DIAGNOSTICS, INC. 
 GENEVAC INC. 
 G&P LABWARE HOLDINGS INC. 
 LAB-LINE INSTRUMENTS, INC. 
 LAB VISION CORPORATION 
 MARSH BIO PRODUCTS, INC. 
 MATRIX TECHNOLOGIES CORPORATION 
 MICROGENICS CORPORATION 
 MOLECULAR BIOPRODUCTS, INC. 
 NALGE NUNC INTERNATIONAL CORPORATION 
 NATIONAL SCIENTIFIC COMPANY 
 THE NAUGATUCK GLASS COMPANY 
 NEOMARKERS, INC. 
 NERL DIAGNOSTICS CORPORATION 
 OWL SEPARATION SYSTEMS, INC. 
 REMEL INC. 
 RICHARD-ALLAN SCIENTIFIC COMPANY 
 ROBBINS SCIENTIFIC CORPORATION 
 SAMCO SCIENTIFIC CORPORATION 
 SEPARATION TECHNOLOGY, INC. 
 SERADYN INC. 
  

		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:

	
	 METAVAC LLC

	 	 	By: The Naugatuck Glass Company
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:



  

 22 








 Lehman Brothers Inc. 
 Credit Suisse First Boston LLC 
 J.P. Morgan Securities Inc. 
 For themselves and as Representatives 
 on behalf of the several Initial Purchasers 
  
 By Lehman Brothers Inc., 
 AS AUTHORIZED
REPRESENTATIVE 
  

		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:


  

 23