EXECUTION
VERSION


 


 


 


Exhibit
4.2


 


REGISTRATION RIGHTS AGREEMENT


Dated as of May 28, 2003


Among


NORAMPAC INC.


and


THE GUARANTORS NAMED HEREIN


as Issuers,


and


DEUTSCHE BANK SECURITIES INC.,


CIBC WORLD MARKETS CORP.,


SCOTIA CAPITAL (USA) INC.,


NBF SECURITIES (USA) CORP.,


BMO NESBITT BURNS CORP.,


BNP PARIBAS SECURITIES CORP.,


COMERICA SECURITIES, INC.,


SG COWEN SECURITIES CORPORATION,


TD SECURITIES (USA) INC.


and


TOKYO-MITSUBISHI INTERNATIONAL PLC


as Initial Purchasers


6 3/4% Senior Notes due 2013

















 


TABLE OF CONTENTS


	
   

  	
   

  	
   

  	
  Page

  
	
  1.

  	
  Definitions

  	
   

  	
  1

  
	
  2.

  	
  Exchange Offer

  	
   

  	
  5

  
	
  3.

  	
  Shelf Registration

  	
   

  	
  9

  
	
  4.

  	
  Additional Interest

  	
   

  	
  11

  
	
  5.

  	
  Registration Procedures

  	
   

  	
  13

  
	
  6.

  	
  Registration Expenses

  	
   

  	
  22

  
	
  7.

  	
  Indemnification and Contribution

  	
   

  	
  23

  
	
  8.

  	
  Rules 144 and 144A

  	
   

  	
  27

  
	
  9.

  	
  Underwritten Registrations

  	
   

  	
  27

  
	
  10.

  	
  Miscellaneous

  	
   

  	
  27

  



 


i

















 


REGISTRATION RIGHTS AGREEMENT


This Registration Rights Agreement (this “Agreement”)
is dated as of May 28, 2003, among NORAMPAC
INC., a Canadian corporation (the “Company”), the subsidiaries of
the Company that are listed on the signature pages hereto (collectively, and
together with any entity that in the future executes a supplemental indenture
pursuant to which such entity agrees to guarantee the Notes (as hereinafter
defined), the “Guarantors” and, together with the Company, the “Issuers”),
and DEUTSCHE BANK SECURITIES INC., CIBC WORLD MARKETS CORP., SCOTIA CAPITAL (USA) INC., NBF SECURITIES (USA)
CORP., BMO NESBITT BURNS CORP., BNP PARIBAS SECURITIES CORP., COMERICA SECURITIES,
INC., SG COWEN SECURITIES CORPORATION, TD SECURITIES (USA) INC. and
TOKYO-MITSUBISHI INTERNATIONAL PLC as initial purchasers (the “Initial
Purchasers”).


This Agreement is entered into in connection with the
Purchase Agreement by and among the Issuers and the Initial Purchasers, dated
as of May 20, 2003 (the “Purchase Agreement”), which provides for, among
other things, the sale by the Company to the Initial Purchasers of $250,000,000
aggregate principal amount of the Company’s 6 3/4% Senior Notes due 2013 (the “Notes”),
guaranteed by the Guarantors (the “Guarantees”).  The Notes and the Guarantees are
collectively referenced to herein as the “Securities.”  In order to induce the Initial Purchasers to
enter into the Purchase Agreement, the Issuers have agreed to provide the
registration rights set forth in this Agreement for the benefit of the Initial
Purchasers and any subsequent holder or holders of the Securities.  The execution and delivery of this Agreement
is a condition to the Initial Purchasers’ obligation to purchase the Securities
under the Purchase Agreement.


The parties hereby agree as follows:


1.             Definitions


As used in this Agreement, the following terms shall
have the following meanings:


Additional Interest:  See Section
4(a) hereof.


Advice:  See the last
paragraph of Section 5 hereof.


Agreement:  See the
introductory paragraphs hereto.


Applicable Period:  See
Section 2(b) hereof.


Blackout Period: See Section 3(d) hereof.

















 


Business Day:  Any day that
is not a Saturday, Sunday or a day on which banking institutions in New York or
Montreal are authorized or required by law to be closed.


Company:  See the
introductory paragraphs hereto.


Effectiveness Date:  With respect
to (i) the Exchange Offer Registration Statement, the 150th day after the
Issue Date and (ii) any Shelf Registration Statement, the 150th day after
the Filing Date with respect thereto; provided, however, that if
the Effectiveness Date would otherwise fall on a day that is not a Business
Day, then the Effectiveness Date shall be the next succeeding Business Day.


Effectiveness Period:  See
Section 3(a) hereof.


Event Date:  See
Section 4(b) hereof.


Exchange Act:  The
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the SEC promulgated thereunder.


Exchange Notes:  See
Section 2(a) hereof.


Exchange Offer:  See
Section 2(a) hereof.


Exchange Offer Registration Statement: 
See Section 2(a) hereof.


Filing Date: 
(A) With respect to the Exchange Offer Registration Statement, the
60th day after the Issue Date; and (B) in any other case (which may be
applicable notwithstanding the consummation of the Exchange Offer), the 60th
day after the delivery of a Shelf Notice as required pursuant to Section 2(c)
hereof; provided, however, that if the Filing Date would
otherwise fall on a day that is not a Business Day, then the Filing Date shall
be the next succeeding Business Day.


Guarantees:  See the
introductory paragraphs hereto.


Guarantors:  See the
introductory paragraphs hereto.


Holder:  Any holder
of a Registrable Note or Registrable Notes.


Indenture:  The
Indenture, dated as of May 28, 2003, by and among the Issuers and The Bank of
Nova Scotia Trust Company of New York, as Trustee, pursuant to which the Notes
are being issued, as amended or supplemented from time to time in accordance
with the terms thereof.


Information:  See
Section 5(n) hereof.


 


2

















 


Initial Purchasers:  See the
introductory paragraphs hereto.


Initial Shelf Registration: 
See Section 3(a) hereof.


Inspectors:  See
Section 5(n) hereof.


Issue Date:  May 28,
2003, the date of original issuance of the Notes.


Issuers:  See the
introductory paragraphs hereto.


NASD:  See
Section 5(r) hereof.


Notes:  See the
introductory paragraphs hereto.


Participant:  See
Section 7(a) hereof.


Participating Broker-Dealer: 
See Section 2(b) hereof.


Person:  An
individual, trustee, corporation, partnership, limited liability company, joint
stock company, trust, unincorporated association, union, business association,
firm or other legal entity.


Private Exchange:  See
Section 2(b) hereof.


Private Exchange Notes:  See
Section 2(b) hereof.


Prospectus:  The
prospectus included in any Registration Statement (including, without
limitation, any prospectus subject to completion and a prospectus that includes
any information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the
Securities Act and any term sheet filed pursuant to Rule 434 under the
Securities Act), as amended or supplemented by any prospectus supplement, and
all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.


Purchase Agreement:  See the
introductory paragraphs hereof.


Records:  See
Section 5(n) hereof.


Registrable Notes:  Each Note
(and the related Guarantees) upon its original issuance and at all times
subsequent thereto, each Exchange Note (and the related guarantees) as to which
Section 2(c)(iv) hereof is applicable upon original issuance and at all
times subsequent thereto and each Private Exchange Note (and the related
guarantees) upon original issuance


 


3

















 


 thereof and at
all times subsequent thereto, until, in each case, the earliest to occur of
(i) a Registration Statement (other than, with respect to any Exchange
Note as to which Section 2(c)(iv) hereof is applicable, the Exchange Offer
Registration Statement) covering such Note, Exchange Note or Private Exchange
Note has been declared effective by the SEC and such Note, Exchange Note or
such Private Exchange Note (and the related guarantees), as the case may be,
has been disposed of in accordance with such effective Registration Statement,
(ii) such Note has been exchanged pursuant to the Exchange Offer for an
Exchange Note or Exchange Notes (and the related guarantees) that may be resold
without restriction under state and federal securities laws, (iii) such
Note, Exchange Note or Private Exchange Note (and the related guarantees), as
the case may be, ceases to be outstanding for purposes of the Indenture or
(iv) such Note, Exchange Note or Private Exchange Note (and the related
guarantees), as the case may be, may be resold without restriction pursuant to
Rule 144(k) (as amended or replaced) under the Securities Act.


Registration Statement:  Any
registration statement of the Issuers that covers any of the Notes, the
Exchange Notes or the Private Exchange Notes (and the related Guarantees or
guarantees, as the case may be) filed with the SEC under the Securities Act,
including the Prospectus, amendments and supplements to such registration
statement, including post-effective amendments, all exhibits, and all material
incorporated by reference or deemed to be incorporated by reference in such
registration statement.


Rule 144: 
Rule 144 under the Securities Act.


Rule 144A: 
Rule 144A under the Securities Act.


Rule 405: 
Rule 405 under the Securities Act.


Rule 415: 
Rule 415 under the Securities Act.


Rule 424: 
Rule 424 under the Securities Act.


SEC:  The U.S.
Securities and Exchange Commission.


Securities:  See the
introductory paragraphs hereto.


Securities Act:  The
Securities Act of 1933, as amended, and the rules and regulations of the SEC
promulgated thereunder.


Shelf Notice:  See
Section 2(c) hereof.


Shelf Registration:  See
Section 3(b) hereof.


 


4

















 


Shelf Registration Statement: 
Any Registration Statement relating to a Shelf Registration.


Subsequent Shelf Registration: 
See Section 3(b) hereof.


TIA:  The Trust
Indenture Act of 1939, as amended.


Trustee:  The trustee
under the Indenture and the trustee (if any) under any indenture governing the
Exchange Notes and Private Exchange Notes (and the related guarantees).


Underwritten registration or underwritten offering: 
A registration in which securities of one or more of the Issuers are
sold to an underwriter for reoffering to the public.


Except as otherwise specifically provided, all
references in this Agreement to acts, laws, statutes, rules, regulations,
releases, forms, no-action letters and other regulatory requirements
(collectively, “Regulatory Requirements”) shall be deemed to refer also
to any amendments thereto and all subsequent Regulatory Requirements adopted as
a replacement thereto having substantially the same effect therewith; provided
that Rule 144 shall not be deemed to amend or replace Rule 144A.


2.             Exchange Offer


(a)           Unless the Exchange Offer would violate
applicable law or any applicable interpretation of the staff of the SEC, the
Issuers shall file with the SEC, no later than the Filing Date, a Registration
Statement (the “Exchange Offer Registration Statement”) on an
appropriate registration form with respect to a registered offer (the “Exchange
Offer”) to exchange any and all of the Registrable Notes for a like
aggregate principal amount of debt securities of the Company (the “Exchange
Notes”), guaranteed by the Guarantors, that are identical in all material
respects to the Securities, except that (i) the Exchange Notes shall
contain no restrictive legend thereon and (ii) interest thereon shall
accrue from the last date on which interest was paid on the Notes or, if no
such interest has been paid, from the Issue Date, and which are entitled to the
benefits of the Indenture or a trust indenture which is identical in all
material respects to the Indenture (other than such changes to the Indenture or
any such identical trust indenture as are necessary to comply with the TIA) and
which, in either case, has been qualified under the TIA.  The Exchange Offer shall comply with all
applicable tender offer rules and regulations under the Exchange Act and other
applicable laws.  The Issuers shall use
their reasonable best efforts to (x) cause the Exchange Offer Registration
Statement to be declared effective under the Securities Act on or before the
Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days
(or longer if required by applicable law) after the date that notice of the
Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer
on or prior to the 180th day following the Issue Date.


 


5

















 


Each Holder (including, without limitation, each
Participating Broker-Dealer) who participates in the Exchange Offer will be
required to represent to the Issuers in writing at the time of the consummation
of the Exchange Offer (which may be contained in the applicable letter of
transmittal) that:  (i) any
Exchange Notes acquired in exchange for Registrable Notes tendered are being
acquired in the ordinary course of business of the Person receiving such
Exchange Notes, whether or not such recipient is such Holder itself;
(ii) at the time of the commencement or consummation of the Exchange Offer
neither such Holder nor, to the actual knowledge of such Holder, any other
Person receiving Exchange Notes from such Holder has an arrangement or understanding
with any Person to participate in the distribution of the Exchange Notes in
violation of the provisions of the Securities Act; (iii) neither the
Holder nor, to the actual knowledge of such Holder, any other Person receiving
Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405)
of the Issuers or, if it is an affiliate of the Issuers, it will comply with
the registration and prospectus delivery requirements of the Securities Act to
the extent applicable and will provide information to be included in the Shelf
Registration Statement in accordance with Section 5 hereof in order to have
their Notes included in the Shelf Registration Statement and benefit from the
provisions regarding Additional Interest in Section 4 hereof; (iv) neither
such Holder nor, to the actual knowledge of such Holder, any other Person
receiving Exchange Notes from such Holder is engaging in or intends to engage
in a distribution of the Exchange Notes; (v) if such Holder is a
Participating Broker-Dealer, such Holder has acquired the Registrable Notes for
its own account as a result of market-making activities or other trading
activities and that it will comply with the applicable provisions of the
Securities Act (including, but not limited to, the prospectus delivery requirements
thereunder); and (vi) such Holder has full power and authority to transfer the
Notes in exchange for Exchange Notes, free and clear of any and all liens.


Upon consummation of the Exchange Offer in accordance
with this Section 2, the provisions of this Agreement shall continue to
apply solely with respect to Registrable Notes that are Private Exchange Notes,
Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange
Notes held by Participating Broker-Dealers, and the Issuers shall have no
further obligation to register Registrable Notes (other than Private Exchange
Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies)
pursuant to this Agreement.


No securities other than the Exchange Notes shall be
included in the Exchange Offer Registration Statement.


(b)           The Issuers shall include within the
Prospectus contained in the Exchange Offer Registration Statement a section
entitled “Plan of Distribution,” reasonably acceptable to the Initial
Purchasers, which shall contain a summary statement of the positions taken or
policies made by the staff of the SEC with respect to the potential
“underwriter” status of any broker-dealer that is the “beneficial owner” (as
defined in Rule 13d–3 under the Exchange Act) of Exchange Notes
received by such broker-dealer in the Exchange Offer (a


 


6

















 


“Participating
Broker-Dealer”), whether such positions or policies have been publicly disseminated
by the staff of the SEC or such positions or policies represent the prevailing
views of the staff of the SEC.  Such
“Plan of Distribution” section shall also expressly permit, to the extent
permitted by applicable policies and regulations of the SEC, the use of the
Prospectus by all Persons subject to the prospectus delivery requirements of
the Securities Act, including, to the extent permitted by applicable policies
and regulations of the SEC, all Participating Broker-Dealers, and include a
statement describing the means by which Participating Broker-Dealers may resell
the Exchange Notes in compliance with the Securities Act.


The Issuers shall use their reasonable best efforts to
keep the Exchange Offer Registration Statement effective and to amend and
supplement the Prospectus contained therein in order to permit such Prospectus
to be lawfully delivered by all Persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as is necessary to
comply with applicable law in connection with any resale of the Exchange Notes;
provided, however, that such period shall not be required to
exceed 90 days or such longer period if extended pursuant to the last paragraph
of Section 5 hereof (the “Applicable Period”).


If, prior to consummation of the Exchange Offer, the
Initial Purchasers hold any Notes acquired by them that have the status of an
unsold allotment in the initial distribution, the Issuers upon the request of
the Initial Purchasers shall simultaneously with the delivery of the Exchange
Notes issue and deliver to the Initial Purchasers, in exchange (the “Private
Exchange”) for such Notes held by any such Holder, a like principal amount
of notes (the “Private Exchange Notes”) of the Issuers, guaranteed by
the Guarantors, that are identical in all material respects to the Exchange
Notes except for the placement of a restrictive legend on such Private Exchange
Notes.  The Private Exchange Notes shall
be issued pursuant to the same indenture as the Exchange Notes and bear the
same CUSIP number as the Exchange Notes.


In connection with the Exchange Offer, the Issuers
shall:


(1)           mail,
or electronically transmit, or cause to be mailed, or electronically
transmitted to each Holder of record entitled to participate in the Exchange
Offer a copy of the Prospectus forming part of the Exchange Offer Registration
Statement, together with an appropriate letter of transmittal and related
documents;


(2)           use
their reasonable best efforts to keep the Exchange Offer open for not less than
30 days after the date that notice of the Exchange Offer is mailed or electronically
transmitted to Holders (or, in each case, longer if required by applicable
law);


(3)           utilize
the services of a depositary for the Exchange Offer with an address in the
Borough of Manhattan, The City of New York;


 


7

















 


(4)           permit
Holders to withdraw tendered Securities at any time prior to the close of
business, New York time, on the last Business Day on which the Exchange Offer
remains open; and


(5)           otherwise
comply in all material respects with all applicable laws, rules and
regulations.


As soon as practicable after the close of the Exchange
Offer and the Private Exchange, if any, the Issuers shall:


(1)           accept for exchange all Registrable
Notes validly tendered and not validly withdrawn pursuant to the Exchange Offer
and the Private Exchange, if any;


(2)           deliver to the Trustee for
cancellation all Registrable Notes so accepted for exchange; and


(3)           cause the Trustee to authenticate and
deliver promptly to each Holder of Notes, Exchange Notes or Private Exchange
Notes, as the case may be, equal in principal amount to the Notes of such
Holder so accepted for exchange; provided that, in the case of any Notes
held in global form by a depositary, authentication and delivery to such
depositary of one or more replacement Notes in global form in an equivalent
principal amount thereto for the account of such Holders in accordance with the
Indenture shall satisfy such authentication and delivery requirement.


The Exchange Offer and the Private Exchange shall not
be subject to any conditions, other than that (i) the Exchange Offer or
Private Exchange, as the case may be, does not violate applicable law or any
applicable interpretation of the staff of the SEC; (ii) no action or
proceeding against the Issuers shall have been instituted or threatened in any
court or by any governmental agency which might materially impair the ability
of the Issuers to proceed with the Exchange Offer or the Private Exchange, and
no material adverse development shall have occurred in any existing action or
proceeding with respect to the Issuers; and (iii) all governmental
approvals shall have been obtained, which approvals the Issuers deem necessary
for the consummation of the Exchange Offer or Private Exchange.


The Exchange Notes and the Private Exchange Notes
shall be issued under (i) the Indenture or (ii) an indenture
identical in all material respects to the Indenture and which, in either case,
has been qualified under the TIA or is exempt from such qualification and shall
provide that the Exchange Notes shall not be subject to the transfer
restrictions set forth in the Indenture. 
The Indenture or such indenture shall provide that the Exchange Notes,
the Private Exchange Notes and the Notes shall vote and consent together on all
matters as one class and that none of the Exchange Notes, the Private Exchange
Notes or the Securities will have the right to vote or consent as a separate
class on any matter.


 


8

















 


(c)           If, (i) because of any change in
law or in cur­rently prevailing interpretations of the staff of the SEC, the
Issuers are not permitted to effect the Exchange Offer, (ii) the Exchange
Offer is not consummated within 180 days of the Issue Date, (iii) the
Initial Purchasers or any holder of Private Exchange Notes not eligible to be
exchanged for Exchange Notes in the Exchange Offer so requests in writing to
the Company at any time after the consummation of the Exchange Offer, or
(iv) in the case of any Holder that participates in the Exchange Offer,
such Holder does not receive Exchange Notes on the date of the exchange that
may be sold without restriction under state and federal securities laws (other
than due solely to the status of such Holder as an affiliate of the Issuers
within the meaning of the Securities Act) and so notifies the Company within 30
days after such Holder first becomes aware of such restrictions, in the case of
each of clauses (i) to and including (iv) of this sentence, then the Issuers
shall promptly deliver to the Holders and the Trustee written notice thereof
(the “Shelf Notice”) and shall file a Shelf Regis­tration pursuant to
Section 3 hereof.


3.             Shelf Registration


If at any time a Shelf Notice is delivered as
contemplated by Section 2(c) hereof, then:


(a)           Shelf
Registration.  The Issuers shall as
promptly as practicable file with the SEC a Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415 covering all of
the Registrable Notes (the “Initial Shelf Registration”).  The Issuers shall use their reasonable best
efforts to file with the SEC the Initial Shelf Registration on or prior to the
applicable Filing Date.  The Initial
Shelf Registration shall be on Form S–1 or another appropriate form
permitting registration of such Registrable Notes for resale by Holders in the
manner or manners designated by them (including, without limitation, one or
more underwritten offerings).  The
Issuers shall not permit any securities other than the Registrable Notes and
the Guarantees to be included in the Initial Shelf Registration or any
Subsequent Shelf Registration (as defined below).


The Issuers shall use their reasonable best efforts to
cause the Shelf Registration to be declared effective under the Securities Act
on or prior to the Effectiveness Date and, subject to Section 3(d), to keep the
Initial Shelf Registration continuously effective under the Securities Act
until the date that is two years from the Issue Date or such shorter period
ending when all Registrable Notes covered by the Initial Shelf Registration
have been sold in the manner set forth and as contemplated in the Initial Shelf
Registration or, if applicable, a Subsequent Shelf Registration (as may be extended
pursuant to the last paragraph of Section 5 hereof, the “Effectiveness
Period”); provided, however, that the Effectiveness Period in
respect of the Initial Shelf Registration shall be extended to the extent
required to permit dealers to comply with the applicable prospectus delivery
requirements of Rule 174 under the Securities Act and 


 


9

















 


as otherwise provided
herein and shall be subject to reduction to the extent that the applicable
provisions of Rule 144(k) are amended or revised to reduce the two year holding
period set forth therein.


(b)           Withdrawal
of Stop Orders; Subsequent Shelf Registrations.  If the Initial Shelf Registration or any Subsequent Shelf
Registration ceases to be effective for any reason at any time during the
Effectiveness Period (other than because of the sale of all of the Notes
registered thereunder), the Issuers shall use their reasonable best efforts to
obtain the prompt withdrawal of any order suspending the effectiveness thereof,
and in any event shall within 30 days of such cessation of effectiveness
amend such Shelf Registration Statement in a manner to obtain the withdrawal of
the order suspending the effectiveness thereof, or file an additional Shelf
Registration Statement pursuant to Rule 415 covering all of the Registrable
Notes covered by and not sold under the Initial Shelf Registration or an
earlier Subsequent Shelf Registration (each, a “Subsequent Shelf
Registration”).  If a Subsequent
Shelf Registration is filed, the Issuers shall use their reasonable best
efforts to cause the Subsequent Shelf Registration to be declared effective
under the Securities Act as soon as practicable after such filing and to keep
such subsequent Shelf Registration continuously effective for a period equal to
the number of days in the Effectiveness Period less the aggregate number of
days during which the Initial Shelf Registration or any Subsequent Shelf
Registration was previously continuously effective.  As used herein the term “Shelf Registration” means the
Initial Shelf Registration and any Subsequent Shelf Registration.


(c)           Supplements
and Amendments.  The Issuers shall
promptly supplement and amend the Shelf Registration if required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration, if required by the Securities Act, or if reasonably
requested by the Holders of a majority in aggregate principal amount of the
Registrable Notes (or their counsel) covered by such Registration Statement
with respect to the information included therein with respect to one or more of
such Holders, or by any underwriter of such Registrable Notes with respect to
the information included therein with respect to such underwriter.


(d)           Blackout
Period.  Notwithstanding anything to
the contrary in this Agreement, the Company, upon notice to the Holders of
Registrable Notes, may suspend the use of the Prospectus included in any Shelf
Registration Statement in the event that and for a period of time (the “Blackout
Period”) not to exceed an aggregate of 60 days in any twelve month period
if (1) the Board of Directors of the Company determines that the disclosure of
an event at such time could reasonably be expected to have a material adverse
effect on the business, operations or prospects of the Company or (2) the
disclosure otherwise relates to a material business transaction which has not
been publicly disclosed and the Board of Directors of the Company determines
that


 


10

















 


 any such
disclosure would jeopardize the success of such transaction; provided,
that, upon the termination of such Blackout Period, the Company promptly shall
notify the Holders of Registrable Notes that such Blackout Period has been
terminated.


4.             Additional Interest


(a)           The Issuers and the Initial Purchasers
agree that the Holders will suffer damages if the Issuers fail to fulfill their
obligations under Section 2 or Section 3 hereof and that it would not
be feasible to ascertain the extent of such damages with precision.  Accordingly, the Issuers agree to pay,
jointly and severally, as liquidated damages, additional interest on the Notes
(“Additional Interest”) under the circumstances and to the extent set
forth below (each of which shall be given indepen­dent effect):


                (i)            if
(A) neither the Exchange Offer Registration Statement nor the Initial Shelf
Registration has been filed on or prior to the Filing Date applicable thereto
or (B) notwithstanding that the Issuers have consummated or will consummate the
Exchange Offer, the Issuers are required to file a Shelf Registration and such
Shelf Registration is not filed on or prior to the Filing Date applicable
thereto, then, commencing on the day after any such Filing Date, Additional
Interest shall accrue on the principal amount of the Notes at a rate of 0.50%
per annum for the first 90 days immediately following such applicable Filing
Date, and such Additional Interest rate shall increase by an additional 0.25%
per annum at the beginning of each subsequent 90–day period; or


                (ii)           if
(A) neither the Exchange Offer Registration Statement nor the Initial Shelf
Registration is declared effective by the SEC on or prior to the Effectiveness
Date applicable thereto or (B) notwithstanding that the Issuers have
consummated or will consummate the Exchange Offer, the Issuers are required to
file a Shelf Registration and such Shelf Registration is not declared effective
by the SEC on or prior to the Effectiveness Date applicable to such Shelf
Registration, then, commencing on the day after such Effectiveness Date,
Additional Interest shall accrue on the principal amount of the Notes at a rate
of 0.50% per annum for the first 90 days immediately following the day after
such Effectiveness Date, and such Additional Interest rate shall increase by an
additional 0.25% per annum at the beginning of each subsequent 90–day
period; or


                (iii)          if
(A) the Issuers have not exchanged Exchange Notes for all Notes validly
tendered in accordance with the terms of the Exchange Offer on or prior to the
180th day after the Issue Date or (B) if applicable, a Shelf Registration
has been declared effective and such Shelf Registration ceases to be effective
at any time during the Effectiveness Period (other than during any Blackout
Period relating to such Shelf Registration and as permitted in the proviso in
Section 5(b)), then Additional Interest 


 


11

















 


shall accrue on the
principal amount of the Notes at a rate of 0.50% per annum for the first 90
days commencing on the (x) 181st day after the Issue Date, in the case of
(A) above, or (y) the day such Shelf Registration ceases to be effective in the
case of (B) above, and such Additional Interest rate shall increase by an
additional 0.25% per annum at the beginning of each such subsequent 90–day
period;


provided, however, that (1) the Additional Interest
rate on the Notes may not accrue under more than one of the foregoing clauses
(i) - (iii) at any one time and at no time shall the aggregate amount of
additional interest accruing exceed in the aggregate 1.0% per annum and (2)
Additional Interest shall not accrue under clause (iii)(B) above during the
continuation of a Blackout Period; provided, further, however,
that (1) upon the filing of the applicable Exchange Offer Registration
Statement or the applicable Shelf Registration as required hereunder (in the
case of clause (i) above of this Section 4), (2) upon the
effectiveness of the Exchange Offer Registration Statement or the applicable
Shelf Registration Statement as required hereunder (in the case of clause (ii)
of this Section 4), or (3) upon the exchange of the Exchange Notes
for all Notes tendered (in the case of clause (iii)(A) of this Section 4),
or upon the effectiveness of the applicable Shelf Registration Statement which
had ceased to remain effective (in the case of (iii)(B) of this
Section 4), Additional Interest on the Notes in respect of which such
events relate as a result of such clause (or the relevant subclause thereof),
as the case may be, shall cease to accrue.


(b)           The Issuers shall notify the Trustee
within two Business Days after each and every date on which an event occurs in
respect of which Additional Interest is required to be paid (an “Event Date”).  Any amounts of Additional Interest due
pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable
in cash semiannually on each June 1 and December 1 (to the holders of record on
the May 15 and November 15 immediately preceding such dates), commencing with
the first such date occurring after any such Additional Interest commences to
accrue.  The amount of Additional
Interest will be determined by multiplying the applicable Additional Interest
rate by the principal amount of the Registrable Notes, multiplied by a
fraction, the numerator of which is the number of days such Additional Interest
rate was applicable during such period (determined on the basis of a
360 day year comprised of twelve 30 day months and, in the case of a
partial month, the actual number of days elapsed), and the denominator of which
is 360.  No Additional Interest shall
accrue with respect to Notes that are not Registrable Notes.


(c)           The parties hereto agree that the
Additional Interest provided for in this Section 4 constitutes the sole damages
that will be suffered by Holders of Registrable Notes by reason of the
occurrence of any of the events described in Section 4(a)(i)-(iii) hereof.


 


12

















 


5.             Registration Procedures


In connection with the filing of any Registration
Statement pursuant to Section 2 or 3 hereof, the Issuers shall effect such
registrations to permit the sale of the securities covered thereby in
accordance with the intended method or methods of disposition thereof, and
pursuant thereto and in connection with any Registration Statement filed by the
Issuers hereunder each of the Issuers shall:


(a)           Prepare
and file with the SEC on or prior to the applicable Filing Date a Registration
Statement or Registration Statements as prescribed by Section 2 or 3
hereof, and use its reasonable best efforts to cause each such Registration
Statement to become effective and remain effective as provided herein; provided,
however, that if (1) such filing is pursuant to Section 3
hereof or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period relating thereto from whom any Issuer
has received written notice that it will be a Participating Broker-Dealer in
the Exchange Offer, before filing any Registration Statement or Prospectus or
any amendments or supplements thereto, the Issuers shall furnish to and afford
the Holders of the Registrable Notes covered by such Registration Statement
(with respect to a Registration Statement filed pursuant to Section 3
hereof) or each such Participating Broker-Dealer (with respect to any such
Registration Statement), as the case may be, their counsel and the managing
underwriters, if any, a reasonable opportunity to review copies of all such
documents (including copies of any documents to be incorporated by reference
therein and all exhibits thereto) proposed to be filed (in each case at least
five Business Days prior to such filing). 
The Issuers shall not file any Registration Statement or Prospectus or
any amendments or supplements thereto if the Holders of a majority in aggregate
principal amount of the Registrable Notes covered by such Registration
Statement, their counsel, or the managing underwriters, if any, shall
reasonably object on a timely basis.


(b)           Prepare
and file with the SEC such amendments and post-effective amendments to each
Shelf Registration Statement or Exchange Offer Registration Statement, as the
case may be, as may be necessary to keep such Registration Statement
continuously effective for the Effectiveness Period, the Applicable Period or
until consummation of the Exchange Offer, as the case may be; cause the related
Prospectus to be supplemented by any Prospectus supplement required by
applicable law, and as so supplemented to be filed pursuant to Rule 424;
and comply with the provisions of the Securities Act and the Exchange Act
applicable to it with respect to the disposition of all securities covered by
such Registration Statement as so amended or in such Prospectus as so
supplemented and with respect to the subsequent resale of any 


 


13

















 


securities being sold by an Participating
Broker-Dealer covered by any such Prospectus; provided that, to the
extent relating to a Shelf Registration Statement, none of the foregoing shall
be required during a Blackout Period. 
Other than during any Blackout Period with respect to a Shelf
Registration Statement, the Issuers shall be deemed not to have used their
reasonable best efforts to keep a Registration Statement effective if any
Issuer voluntarily takes any action that would result in selling Holders of the
Registrable Notes covered thereby or Participating Broker-Dealers seeking to
sell Exchange Notes not being able to sell such Registrable Notes or such
Exchange Notes during that period unless such action is required by applicable
law or permitted by this Agreement.


(c)           If
(1) a Shelf Registration is filed pursuant to Section 3 hereof, or
(2) a Prospectus contained in the Exchange Offer Registration Statement
filed pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period relating thereto from whom any Issuer has
received written notice that it will be a Participating Broker-Dealer in the
Exchange Offer and any other information required under item 507 of Regulation
S-K under the Exchange Act, notify the selling Holders of Registrable Notes
(with respect to a Registration Statement filed pursuant to Section 3
hereof), or each such Participating Broker-Dealer (with respect to any such
Registration Statement), as the case may be, their counsel and the managing
underwriters, if any, promptly (but in any event within two Business Days), and
confirm such notice in writing whereupon the Initial Purchasers, the Holders
and any Participating Broker-Dealers shall immediately cease using the Exchange
Offer Registration Statement or the Prospectus (i) when a Prospectus or
any Prospectus supplement or post-effective amendment has been filed, and, with
respect to a Registration Statement or any post-effective amendment, when the
same has become effective under the Securities Act (including in such notice a
written statement that any Holder may, upon request, obtain, at the sole
expense of the Issuers, one conformed copy of such Registration Statement or
post-effective amendment including financial statements and schedules,
documents incorporated or deemed to be incorporated by reference and exhibits),
(ii) of the issuance by the SEC of any stop order suspending the
effectiveness of a Registration Statement or of any order preventing or
suspending the use of any preliminary prospectus or the initiation of any
proceedings for that purpose, (iii) if at any time when a prospectus is
required by the Securities Act to be delivered in connection with sales of the
Registrable Notes or resales of Exchange Notes by Participating Broker-Dealers
the representations and warranties of the Issuers contained in any agreement
(including any underwriting agreement) contemplated by Section 5(m) hereof
cease to be true and correct, (iv) of the receipt by any Issuer of any
notification with respect to the suspension of the qualification or exemption
from qualification of a Registration Statement or any of the Registrable Notes
or the Exchange Notes to be sold by any 


 


14

















 


Participating Broker-Dealer for offer or sale in any
jurisdiction, or the initiation or threatening of any proceeding for such
purpose, (v) of the happening of any event, the existence of any condition
or any information becoming known that makes any statement made in such
Registration Statement or related Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect
or that requires the making of any changes in or amendments or supplements to
such Registration Statement, Prospectus or documents so that, in the case of
the Registration Statement, it will not contain any 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 not misleading, and that in the
case of the Prospectus, it will not contain any 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, provided, that such notice
need not identify the reasons for such event, condition or information that requires
such change in the Registration Statement or Prospectus, and (vi) of the
Issuers’ determination that a post-effective amendment to a Registration
Statement would be appropriate.


(d)           Use
its reasonable best efforts to prevent the issuance of any order suspending the
effectiveness of a Registration Statement or of any order preventing or
suspending the use of a Prospectus or suspending the qualification (or
exemption from qualification) of any of the Registrable Notes or the Exchange
Notes to be sold by any Participating Broker-Dealer, for sale in any
jurisdiction, and, if any such order is issued, to use its reasonable best
efforts to obtain the withdrawal of any such order at the earliest practicable
moment.


(e)           Subject
to Section 3(d), if a Shelf Registration is filed pursuant to Section 3
and if requested during the Effectiveness Period by the managing underwriter or
underwriters (if any), the Holders of a majority in aggregate principal amount
of the Registrable Notes being sold in connection with an underwritten offering
or any Participating Broker-Dealer, (i) as promptly as practicable
incorporate in a prospectus supplement or post-effective amendment such
information as the managing underwriter or underwriters (if any), such Holders,
any Participating Broker-Dealer or counsel for any of them reasonably request
to be included therein, (ii) make all required filings of such prospectus
supplement or such post-effective amendment as soon as practicable after the
Company has received notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment, and (iii) supplement or
make amendments to such Registration Statement.


(f)            If
(1) a Shelf Registration is filed pursuant to Section 3 hereof, or
(2) a Prospectus contained in the Exchange Offer Registration Statement
filed pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating 


 


15

















 


Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, furnish to each selling Holder of Registrable Notes
(with respect to a Registration Statement filed pursuant to Section 3
hereof) and to each such Participating Broker-Dealer who so requests (with
respect to any such Registration Statement) and to their respective counsel and
each managing underwriter, if any, at the sole expense of the Issuers, one
conformed copy of the Registration Statement or Registration Statements and
each post-effective amendment thereto, including financial statements and schedules,
and, if requested, all documents incorporated or deemed to be incorporated
therein by reference and all exhibits.


(g)           If
(1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, deliver to each selling Holder of
Registrable Notes (with respect to a Registration Statement filed pursuant to
Section 3 hereof), or each such Participating Broker-Dealer (with respect
to any such Registration Statement), as the case may be, their respective
counsel, and the underwriters, if any, at the sole expense of the Issuers, as
many copies of the Prospectus or Prospectuses (including each form of
preliminary prospectus) and each amendment or supplement thereto and any
documents incorporated by reference therein as such Persons may reasonably
request; and, subject to the last paragraph of this Section 5, the Issuers
hereby consent to the use of such Prospectus and each amendment or supplement
thereto by each of the selling Holders of Registrable Notes or each such
Participating Broker-Dealer, as the case may be, and the underwriters or
agents, if any, and dealers, if any, in connection with the offering and sale
of the Registrable Notes covered by, or the sale by Participating
Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and any
amendment or supplement thereto.


(h)           Prior
to any public offering of Registrable Notes or any delivery of a Prospectus
contained in the Exchange Offer Registration Statement by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period,
use its reasonable best efforts to register or qualify, and to cooperate with
the selling Holders of Registrable Notes or each such Participating
Broker-Dealer, as the case may be, the managing underwriter or underwriters, if
any, and their respective counsel in connection with the registration or
qualification (or exemption from such registration or qualification) of such
Registrable Notes for offer and sale under the securities or Blue Sky laws of
such jurisdictions within the United States as any selling Holder, Participating
Broker-Dealer, or the managing underwriter or underwriters reasonably request
in writing; provided, however, that where Exchange Notes held by
Participating Broker-Dealers or Registrable Notes are offered other than
through an underwritten offering, the Issuers agree to cause their counsel to
perform Blue Sky investigations and file 


 


16

















 


registrations and qualifications required to be filed
pursuant to this Section 5(h), keep each such registration or
qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and do any and all
other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Exchange Notes held by Participating Broker-Dealers or the
Registrable Notes covered by the applicable Registration Statement; provided,
however, that no Issuer shall be required to (A) qualify generally
to do business in any jurisdiction where it is not then so qualified,
(B) take any action that would subject it to general service of process in
any such jurisdiction where it is not then so subject or (C) subject itself
to taxation in excess of a nominal dollar amount in any such jurisdiction where
it is not then so subject.


(i)            If
a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with
the selling Holders of Registrable Notes and the managing underwriter or underwriters,
if any, to facilitate the timely preparation and  delivery of certificates representing Registrable Notes to be
sold, which certificates shall not bear any restrictive legends and shall be in
a form eligible for deposit with The Depository Trust Company; and enable such
Registrable Notes to be in such denominations (subject to applicable
requirements contained in the Indenture) and registered in such names as the
managing underwriter or underwriters, if any, or Holders may request a
reasonable period of time prior to sales of the Registrable Notes pursuant to
any Registration Statement.


(j)            Except
as permitted by the proviso in Section 5(b), if (1) a Shelf Registration
is filed pursuant to Section 3 hereof, or (2) a Prospectus contained
in the Exchange Offer Registration Statement filed pursuant to Section 2
hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, upon the occurrence of any event contemplated by
paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare
and (subject to Section 5(a) hereof) file with the SEC, at the sole
expense of the Issuers, a supplement or post-effective amendment to the
Registration Statement or a supplement to the related Prospectus or any
document incorporated or deemed to be incorporated therein by reference, or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Notes being sold thereunder (with respect to a
Registration Statement filed pursuant to Section 3 hereof) or to the
purchasers of the Exchange Notes to whom such Prospectus will be delivered by a
Participating Broker-Dealer (with respect to any such Registration Statement),
any such Prospectus will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.


 


17

















 


(k)           Use
its reasonable best efforts to cause the Registrable Notes covered by a
Registration Statement or the Exchange Notes, as the case may be, to be rated
with the appropriate rating agencies (unless such Notes are already so rated),
if so requested by the Holders of a majority in aggregate principal amount of
Registrable Notes covered by such Registration Statement or the Exchange Notes,
as the case may be, or the managing underwriter or underwriters, if any.


(l)            Prior
to the effective date of the first Registration Statement relating to the
Registrable Notes, (i) provide the Trustee with certificates for the
Registrable Notes in a form eligible for deposit with The Depository Trust
Company and (ii) provide a CUSIP number for the Registrable Notes.


(m)          In
connection with any underwritten offering of Registrable Notes pursuant to a
Shelf Registration, enter into an underwriting agreement as is customary in
underwritten offerings of debt securities similar to the Securities, and take
all such other actions as are reasonably requested by the managing underwriter
or underwriters in order to expedite or facilitate the registration or the
disposition of such Registrable Notes and, in such connection, (i) make such
representations and warranties to, and covenants with, the underwriters with
respect to the business of the Issuers (including any acquired business,
properties or entity, if applicable), and the Registration Statement,
Prospectus and documents, if any, incorporated or deemed to be incorporated by
reference therein, in each case, as are customarily made by issuers to
underwriters in underwritten offerings of debt securities similar to the
Securities, and confirm the same in writing if and when requested;
(ii) obtain the written opinions of counsel to the Issuers, and written
updates thereof in form, scope and substance reasonably satisfactory to the
managing underwriter or underwriters, addressed to the underwriters covering
the matters customarily covered in opinions reasonably requested in underwritten
offerings; (iii) obtain “cold comfort” letters and updates thereof in
form, scope and substance reasonably satisfactory to the managing underwriter
or underwriters from the independent certified public accountants of the
Issuers  (and, if necessary, any other
independent certified public accountants of the Issuers, or of any business
acquired by the Issuers, for which financial statements and financial data are,
or are required to be, included or incorporated by reference in the
Registration Statement), addressed to each of the underwriters, such letters to
be in customary form and covering matters of the type customarily covered in
“cold comfort” letters in connection with underwritten offerings of debt securities
similar to the Securities; provided, that each such Holder and
underwriter makes such representations as may be required for such independent
certified public accountants to deliver such letters; and (iv) if an underwriting
agreement is entered into, the same shall contain indemnification provisions
and procedures no less favorable to the sellers and underwriters, if any, than
those set forth in Section 7 hereof (or such other provisions and
procedures reasonably acceptable 


 


18

















 


to Holders of a majority in aggregate principal amount
of Registrable Notes covered by such Registration Statement and the managing
underwriter or underwriters or agents, if any).  The above shall be done at each closing under such underwriting
agreement, or as and to the extent required thereunder.


(n)           If
(1) a Shelf Registration is filed pursuant to Section 3 hereof, or
(2) a Prospectus contained in the Exchange Offer Registration Statement
filed pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, make available for inspection by any
Initial Purchaser, any selling Holder of such Registrable Notes being sold
(with respect to a Registration Statement filed pursuant to Section 3
hereof), or each such Participating Broker-Dealer, as the case may be, any
underwriter participating in any such disposition of Registrable Notes, if any,
and any attorney, accountant or other agent retained by any such selling Holder
or each such Participating Broker-Dealer (with respect to any such Registration
Statement), as the case may be, or underwriter (any such Initial Purchasers,
Holders, Participating Broker-Dealers, underwriters, attorneys, accountants or
agents, collectively, the “Inspectors”), upon written request, at the
offices where normally kept, during reasonable business hours, all pertinent
financial and other records, pertinent corporate documents and instruments of
the Issuers and subsidiaries of the Issuers (collectively, the “Records”),
as shall be reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the officers, directors and employees of
the Issuers and any of their respective subsidiaries to supply all information
(“Information”) reasonably requested by any such Inspector in connection
with such due diligence responsibilities. 
Each Inspector shall agree in writing that it will keep the Records and
Information confidential and that it will not disclose any of the Records or
Information that any Issuer determines, in good faith, to be confidential and
notifies the Inspectors in writing are confidential unless (i) the release
of such Records or Information is ordered pursuant to a subpoena or other order
from a court of competent jurisdiction, (ii) disclosure of such Records or
Information is necessary or advisable, in the opinion of counsel for any
Inspector, in connection with any action, claim, suit or proceeding, directly
or indirectly, involving or potentially involving such Inspector and arising
out of, based upon, relating to, or involving this Agreement or the Purchase
Agreement, or any transactions contemplated hereby or thereby or arising
hereunder or thereunder, or (iii) the information in such Records or
Information has been made generally available to the public other than by an
Inspector or an “affiliate” (as defined in Rule 405) thereof; provided,
however, that prior notice shall be provided as soon as practicable to
any Issuer of the potential disclosure of any information by such Inspector
pursuant to clauses (i) or (ii) of this sentence and such Inspector shall
allow the Issuers to undertake appropriate action to prevent disclosure of such
Records or Information at the Issuers’ expense.


 


19

















 


(o)           Provide
an indenture trustee for the Registrable Notes or the Exchange Notes, as the
case may be, and cause the Indenture or the trust indenture provided for in
Section 2(a) hereof, as the case may be, to be qualified under the TIA not
later than the effective date of the first Registration Statement relating to
the Registrable Notes; and in connection therewith, cooperate with the trustee
under any such indenture and the Holders of the Registrable Notes, to effect
such changes (if any) to such indenture as may be required for such indenture
to be so qualified in accordance with the terms of the TIA; and execute, and
use its reasonable best efforts to cause such trustee to execute, all documents
as may be required to effect such changes, and all other forms and documents
required to be filed with the SEC to enable such indenture to be so qualified
in a timely manner.


(p)           Comply
with all applicable rules and regulations of the SEC to the extent and so long
as they are applicable to the Registered Exchange Offer and the Shelf
Registration and make generally available or otherwise provide to its
securityholders with regard to any applicable Registration Statement, a
consolidated earnings statement satisfying the provisions of Section 11(a)
of the Securities Act and Rule 158 thereunder (or any similar rule
promulgated under the Securities Act) no later than 45 days after the end
of any fiscal quarter (or 90 days after the end of any 12-month period if
such period is a fiscal year) (i) commencing at the end of any fiscal
quarter in which Registrable Notes are sold to underwriters in a firm
commitment or best efforts underwritten offering and (ii) if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company, after the effective date of a Registration
Statement, which statements shall cover said 12-month periods.


(q)           Upon
consummation of the Exchange Offer or a Private Exchange, if so requested by
the Trustee, obtain an opinion of counsel to the Issuers, in a form customary
for underwritten transactions, addressed to the Trustee for the benefit of all
Holders of Registrable Notes participating in the Exchange Offer or the Private
Exchange, as the case may be, that the Exchange Notes or Private Exchange
Notes, as the case may be, the related guarantee and the related indenture
constitute legal, valid and binding obligations of the Issuers, enforceable
against the Issuers in accordance with their respective terms, subject to
customary exceptions and qualifications. 
If the Exchange Offer or a Private Exchange is to be consummated, upon
delivery of the Registrable Notes by Holders to the Company (or to such other
Person as directed by the Company), in exchange for the Exchange Notes or the
Private Exchange Notes, as the case may be, the Issuers shall mark, or cause to
be marked, on such Registrable Notes that such Registrable Notes are being
cancelled in exchange for the Exchange Notes or the Private Exchange Notes, as
the case may be; in no event shall such Registrable Notes be marked as paid or
otherwise satisfied.


 


20

















 


(r)            Cooperate
with each seller of Registrable Notes covered by any Registration Statement and
each underwriter, if any, participating in the disposition of such Registrable
Notes and their respective counsel in connection with any filings required to
be made with the National Association of Securities Dealers, Inc. (the “NASD”).


(s)           Use
its reasonable best efforts to take all other steps necessary to effect the
registration of the Exchange Notes and/or Registrable Notes covered by a
Registration Statement contemplated hereby.


The Issuers may require each seller of Registrable
Notes as to which any registration is being effected to furnish to the Issuers
such information regarding such seller and the distribution of such Registrable
Notes as the Issuers may, from time to time, reasonably request.  The Issuers may exclude from such
registration the Registrable Notes of any seller so long as such seller fails
to furnish such information within a reasonable time after receiving such
request.  Each seller as to which any
Shelf Registration is being effected agrees to furnish promptly to the Issuers
all information required to be disclosed in order to make the information
previously furnished to the Issuers by such seller not materially misleading.


If any such Registration Statement refers to any
Holder by name or otherwise as the holder of any securities of the Company,
then such Holder shall have the right to require (i) the insertion therein
of language, in form and substance reasonably satisfactory to such Holder, to
the effect that the holding by such Holder of such securities is not to be construed
as a recommendation by such Holder of the investment quality of the securities
covered thereby and that such holding does not imply that such Holder will
assist in meeting any future financial requirements of the Company, or
(ii) in the event that such reference to such Holder by name or otherwise
is not required by the Securities Act or any similar federal statute then in
force, the deletion of the reference to such Holder in any amendment or supplement
to the Registration Statement filed or prepared subsequent to the time that
such reference ceases to be required.


Each Holder of Registrable Notes and each
Participating Broker-Dealer agrees by its acquisition of such Registrable Notes
or Exchange Notes to be sold by such Participating Broker-Dealer, as the case
may be, that, upon actual receipt of any notice from the Company (i) of the
happening of any event of the kind described in Section 5(c)(ii),
5(c)(iv), 5(c)(v), or 5(c)(vi) hereof or (ii) of the commencement of a Blackout
Period, such Holder will forthwith discontinue disposition of such Registrable
Notes covered by such Registration Statement (other than any Exchange Offer
Registration Statement in the case of a Blackout Period) or Prospectus or Exchange
Notes to be sold by such Holder or Participating Broker-Dealer, as the case may
be, until (x) in the case of the immediately preceding clause (i), such
Holder’s or Participating Broker-Dealer’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(j) hereof, or
until it is advised in writing (the “Advice”) by the Issuers that the
use of the applicable Prospectus may be resumed, and has


 


21

















 


 received
copies of any amendments or supplements thereto or (y) in the case of the immediately
preceding clause (ii) the earlier of (A) 75 days after the commencement of such
Blackout Period and (B) receipt of notice from the Company that such Blackout
Period has ended.  In the event that the
Issuers shall give any such notice, each of the Applicable Period and the Effectiveness
Period shall be extended by the number of days during such periods from and including
the date of the giving of such notice to and including the date when the
requirements of the immediately preceding clause (x) or (y), as the case may
be, shall have been met.


6.             Registration Expenses


All fees and expenses incident to the performance of
or compliance with this Agreement by the Issuers (other than any underwriting
discounts or commissions in the event of an underwritten offering, and the fees
of any counsel retained by or on behalf of the underwriters, and transfer
taxes, if any, related to the sale or disposition of such Holder’s Notes pursuant
to any Shelf Registration Statement, which shall be for the expense of the
Holders) shall be borne by the Issuers, whether or not the Exchange Offer
Registration Statement or any Shelf Registration Statement is filed or becomes
effective or the Exchange Offer is consummated, including, without limitation,
(i) all registration and filing fees (including, without limitation,
(A) fees with respect to filings required to be made with the NASD in
connection with an underwritten offering and (B) fees and expenses of
compliance with state securities or Blue Sky laws (including, without
limitation, fees and disbursements of counsel in connection with Blue Sky
qualifications of the Registrable Notes or Exchange Notes and determination of
the eligibility of the Registrable Notes or Exchange Notes for investment under
the laws of such jurisdictions (x) where the holders of Registrable Notes
are located, in the case of the Exchange Notes, or (y) as provided in
Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to
be sold by a Participating Broker-Dealer during the Applicable Period)),
(ii) printing expenses, including, without limitation, expenses of
printing certificates for Registrable Notes or Exchange Notes in a form
eligible for deposit with The Depository Trust Company and of printing
prospectuses if the printing of prospectuses is reasonably requested by the
managing underwriter or underwriters, if any, by the Holders of a majority in
aggregate principal amount of the Registrable Notes included in  any Registration Statement or in respect of
Registrable Notes or Exchange Notes to be sold by any Participating
Broker-Dealer during the Applicable Period, as the case may be,
(iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Issuers and, in the case of a Shelf Registration,
reasonable fees and disbursements of one special counsel for all of the sellers
of Registrable Notes (exclusive of any counsel retained pursuant to Section 7
hereof), (v) fees and disbursements of all independent certified public
accountants referred to in Section 5(m)(iii) hereof (including, without
limitation, the expenses of any “cold comfort” letters required by or incident
to such performance), (vi) Securities Act liability insurance, if the Issuers
desire such insurance, (vii) fees and expenses of all other Persons
retained by the Issuers, (viii) internal expenses of the Issuers
(including, without limitation, all salaries and expenses of officers and 


 


22

















 


employees of the Issuers performing legal or
accounting duties), (ix) the expense of any annual audit, (x) any
fees and expenses incurred in connection with the listing of the securities to
be registered on any securities exchange, and the obtaining of a rating of the
securities, in each case, if applicable, and (xi) the expenses relating to
printing, word processing and distributing all Registration Statements,
underwriting agreements, indentures and any other documents necessary in order
to comply with this Agreement.


7.             Indemnification and Contribution. 
(a)  Each of the Issuers agree,
jointly and severally, to indemnify and hold harmless each Holder of
Registrable Notes and its employees, agents, representatives or affiliates,
each Participating Broker-Dealer selling Exchange Notes during the Applicable Period
and its employees, agents, representatives or affiliates and each Person, if
any, who controls such Person or its affiliates within the meaning of Section
15 of the Act or Section 20 of the Exchange Act (each, a “Participant”)
against any losses, claims, damages or liabilities to which any Participant may
become subject under the Act, the Exchange Act or otherwise, insofar as any
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon:


                (i)            any
untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement (or any amendment thereto) or Prospectus (as amended
or supplemented if any of the Issuers shall have furnished any amendments or
supplements thereto) or any preliminary prospectus; or


                (ii)           the
omission or alleged omission to state, in any Registration Statement (or any
amendment thereto) or Prospectus (as amended or supplemented if any of the
Issuers shall have furnished any amendments or supplements thereto) or any
preliminary prospectus, a material fact required to be stated therein or
necessary to make the statements therein not misleading;


and will reimburse, as incurred, the Participant for
any reasonable legal or other expenses incurred by the Participant in
connection with investigating, defending against or appearing as a third-party
witness in connection with any such loss, claim, damage, liability or action; provided,
however, (i) the Issuers will not be liable in any such case to the
extent that any such loss, claim, damage, or liability arises out of or is
based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in any Registration Statement (or any amendment thereto)
or Prospectus (as amended or supplemented if any of the Issuers shall have
furnished any amendments or supplements thereto) or any preliminary prospectus
in reliance upon and in conformity with information relating to any Participant
furnished to the Issuers by such Participant specifically for use therein, and
(ii) the Issuers shall not be liable to any Participant under the indemnity
agreement in this subsection (a) with respect to a preliminary prospectus to
the extent that any such loss, claim, damage or liability of such Participant
results from the fact that such Participant sold Notes to a Person as to whom
it shall be established that there was not sent or given, at or prior to the
written confirmation of such sale, a 


 


23

















 


copy of the Prospectus (or the Prospectus as then
amended or supplemented if the Issuers shall have furnished such Participant
with such amendment or supplement thereto on a timely basis), in any case where
such delivery is required by applicable law and the loss, claim, damage or
liability of such Participant results from an untrue statement or omission of a
material fact contained in the preliminary prospectus which was corrected in
the Prospectus (or in the Prospectus as then amended or supplemented if the
Issuers shall have furnished such Participant with such amendment or supplement
thereto on a timely basis).  The
indemnity provided for in this Section 7 will be in addition to any
liability that the Issuers may otherwise have to the indemnified parties.  The Issuers shall not be liable under this
Section 7 for any settlement of any claim or action effected without its
prior written consent, which shall not be unreasonably withheld.


(b)           Each Participant, severally and not
jointly, agrees to indemnify and hold harmless the Issuers, their directors,
their officers, employees, agents, representatives or affiliates and each
Person, if any, who controls the Issuers within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act against any losses, claims,
damages or liabilities to which the Issuers or any such director, officer or
controlling person may become subject under the Act, the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in any
Application, Registration Statement or Prospectus, any amendment or supplement
thereto, or any preliminary prospectus, or (ii) the omission or the
alleged omission to state therein a material fact necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information concerning such Participant, furnished to the Issuers by the
Participant, specifically for use therein; and subject to the limitation set
forth immediately preceding this clause, will reimburse, as incurred, any legal
or other expenses incurred by the Issuers or any such director, officer or
controlling person in connection with investigating or defending against or
appearing as a third party witness in connection with any such loss, claim,
damage, liability or action in respect thereof.  The indemnity provided for in this Section 7 will be in
addition to any liability that the Participants may otherwise have to the
indemnified parties.  The Participants
shall not be liable under this Section 7 for any settlement of any claim
or action effected without their consent, which shall not be unreasonably
withheld.  The Issuers shall not,
without the prior written consent of such Participant, effect any settlement or
compromise of any pending or threatened proceeding in respect of which any
Participant is or could have been a party, or indemnity could have been sought
hereunder by any Participant, unless such settlement (A) includes an
unconditional written release of the Participants from all liability on claims
that are the subject matter of such proceeding and (B) does not include any
statement as to an admission of fault, culpability or failure to act by or on
behalf of any Participant.


 


24

















 


(c)           Promptly after receipt by an
indemnified party under this Section 7 of notice of the commencement of any
action for which such indemnified party is entitled to indemnification under
this Section 7, such indemnified party will, if a claim in respect thereof is
to be made against the indemnifying party under this Section 7, notify the
indemnifying party of the commencement thereof in writing; but the omission to
so notify the indemnifying party (i) will not relieve it from any
liability under paragraph (a) or (b) above unless and to the extent such
failure results in the forfeiture by the indemnifying party of substantial
rights and defenses and (ii) will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraphs (a) and (b) above.  In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party; provided, however,
that if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest, (ii) the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have been advised by counsel that there may be one or more legal defenses
available to it and/or other indemnified parties that are different from or
additional to those available to the indemnifying party, or (iii) the indemnifying
party shall not have employed counsel reasonably satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after receipt by the indemnifying party of notice of the institution of such
action, then, in each such case, the indemnifying party shall not have the
right to direct the defense of such action on behalf of such indemnified party
or parties and such indemnified party or parties shall have the right to select
separate counsel to defend such action on behalf of such indemnified party or
parties.  After notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof and approval by such indemnified party of counsel appointed to
defend such action, the indemnifying party will not be liable to such
indemnified party under this Section 7 for any legal or other expenses,
other than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof, unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the immediately preceding sentence (it being understood, however,
that in connection with such action the indemnifying party shall not be liable
for the expenses of more than one separate counsel (in addition to local
counsel) in any one action or separate but substantially similar actions in the
same jurisdiction arising out of the same general allegations or circumstances,
designated by Participants who sold a majority in interest of the Registrable
Notes and Exchange Notes sold by all such Participants in the case of paragraph
(a) of this Section 7 or the Issuers in the case of paragraph (b) of this
Section 7, representing the indemnified parties under such
paragraph (a) or paragraph (b), as the case may be, who are parties
to such action or actions) or (ii) the indemnifying party has authorized in
writing the employment of counsel for the indemnified party at the expense of
the indemnifying party.  All fees and
expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they
are incurred following receipt of 


 


25

















 


supporting
documentation.  After such notice from
the indemnifying party to such indemnified party, the indemnifying party will
not be liable for the costs and expenses of any settlement of such action
effected by such indemnified party without the prior written consent of the
indemnifying party (which consent shall not be unreasonably withheld), unless
such indemnified party waived in writing its rights under this Section 7,
in which case the indemnified party may effect such a settlement without such
consent.


(d)           In circumstances in which the indemnity
agreement provided for in the preceding paragraphs of this Section 7 is
unavailable to, or insufficient to hold harmless, an indemnified party in
respect of any losses, claims, damages or liabilities (or actions in respect
thereof), each indemnifying party, in order to provide for just and equitable
contribution, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
(i) the relative benefits received by the indemnifying party or parties on the
one hand and the indemnified party on the other from the offering of the Notes
or (ii) if the allocation provided by the foregoing clause (i) is not permitted
by applicable law, not only such relative benefits but also the relative fault
of the indemnifying party or parties on the one hand and the indemnified party
on the other in connection with the statements or omissions or alleged
statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof). 
The relative benefits received by the Issuers on the one hand and such
Participant on the other shall be deemed to be in the same proportion as the
total proceeds from the offering (before deducting expenses) of the Notes
received by the Issuers bear to the total gain (if any) excluding expenses
received by such Participant in connection with the sale of the Notes.  The relative fault of the parties shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Issuers on the one
hand, or the Participants on the other, the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission or alleged statement or omission, and any other equitable
considerations appropriate in the circumstances.  The parties agree that it would not be equitable if the amount of
such contribution were determined by pro rata or per capita allocation or by
any other method of allocation that does not take into account the equitable
considerations referred to in the first sentence of this paragraph (d).  Notwithstanding any other provision of this
paragraph (d), no Participant shall be obligated to make contributions
hereunder that in the aggregate exceed the total gain (if any) received by such
Participant in connection with the sale of the Notes, less the aggregate amount
of any damages that such Participant has otherwise been required to pay by
reason of the untrue or alleged untrue statements or the omissions or alleged
omissions to state a material fact, and no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall
be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  For
purposes of this paragraph (d), each person, if any,


 


26

















 


 who controls a Participant within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act shall have
the same rights to contribution as the Participants, and each director of any
Issuer, each officer, employee, agent, representative or affiliate of any
Issuer and each person, if any, who controls any Issuer within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act, shall have
the same rights to contribution as the Issuers.


8.             Rules 144 and 144A


For so long as any Registrable Notes remain
outstanding, each of the Issuers covenants and agrees that it will file the
reports required to be filed by it under the Securities Act and the Exchange
Act and the rules and regulations adopted by the SEC thereunder in a timely
manner in accordance with the requirements of the Securities Act and the
Exchange Act and, if at any time such Issuer is not required to file such
reports, such Issuer will, upon the request of any Holder or beneficial owner
of Registrable Notes, make available such information necessary to permit sales
pursuant to Rule 144A.  Each of the
Issuers further covenants and agrees, for so long as any Registrable Notes
remain outstanding that it will take such further action as any Holder of
Registrable Notes may reasonably request, all to the extent required from time
to time to enable such holder to sell Registrable Notes without registration
under the Securities Act within the limitation of the exemptions provided by
Rule 144(k) under the Securities Act and Rule 144A.


9.             Underwritten Registrations


If any of the Registrable Notes covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering
will be selected by the Holders of a majority in aggregate principal amount of
such Registrable Notes included in such offering and shall be reasonably acceptable
to the Issuers.


No Holder of Registrable Notes may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell
such Holder’s Registrable Notes on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.


10.           Miscellaneous


(a)           No Inconsistent Agreements.  The Issuers have not, as of the date hereof,
and the Issuers shall not, after the date of this Agreement, enter into any
agreement with respect to any of their securities that is inconsistent with the
rights granted to the Holders of Registrable Notes in this Agreement or
otherwise conflicts with the provisions hereof.   The


 


27

















 


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 Issuers’ other
issued and outstanding securities under any such agreements.  The Issuers will not enter into any
agreement with respect to any of their securities which will grant to any
Person piggy-back registration rights with respect to any Registration
Statement.


(b)           Adjustments Affecting Registrable
Notes.  Except in compliance with
Section 10(c), the Issuers shall not knowingly, directly or indirectly, take
any action with respect to the Registrable Notes as a class that would
adversely affect the ability of the Holders of Registrable Notes to include
such Registrable Notes in a registration undertaken pursuant to this Agreement.


(c)           Amendments and Waivers.  The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of (I) the Company, and (II)(A) the Holders of not less than
a majority in aggregate principal amount of the then outstanding Registrable
Notes and (B) in circumstances that would adversely affect the Participating
Broker-Dealers, the Participating Broker-Dealers holding not less than a majority
in aggregate principal amount of the Exchange Notes held by all Participating
Broker-Dealers; provided, however, that Section 7 and this
Section 10(c) may not be amended, modified or supplemented without the
prior written consent of each Holder and each Participating Broker-Dealer
(including any person who was a Holder or Participating Broker-Dealer of
Registrable Notes or Exchange Notes, as the case may be, disposed of pursuant
to any Registration Statement) affected by any such amendment, modification or
supplement.  Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders of
Registrable Notes whose securities are being sold pursuant to a Registration
Statement may be given by Holders of at least a majority in aggregate principal
amount of the Registrable Notes being sold pursuant to such Registration
Statement.


(d)           Notices.  All notices and other communications
(including, without limitation, any notices or other communications to the
Trustee) provided for or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, next-day air courier or facsimile:


(i)            if to a Holder of the Registrable
Notes or any Participating Broker-Dealer, at the most current address of such
Holder or Participating Broker-Dealer, as the case may be, set forth on the
records of the registrar under the Indenture, with a copy in like manner to the
Initial Purchasers as follows:


 


28

















 


Deutsche Bank Securities
Inc.

60 Wall Street

New York, New York  10005

Facsimile No.: (212) 797-4873

Attention:  Corporate Finance


with a copy to:


Cahill Gordon &
Reindel llp

80 Pine Street

New York, New York  10005

Facsimile No.:  (212) 269–5420

Attention:  William M. Hartnett, Esq.


(ii)           if to the Initial Purchasers, at the
address specified in Section 10(d)(i);


(iii)          if
to the Issuers, at the address as follows:


c/o                                Norampac Inc.

752, rue Sherbrooke Street West

Montréal (Québec)

Canada  H3A 1G1

Facsimile No.:  (514) 282–2650

Attention:  Chief Financial Officer


 


with a copy to:


 


Jones Day

222 East 41st Street

New York, New York  10017

Facsimile No.: (212) 755-7306

Attention:  Richard M. Kosnik, Esq. and


Steven D. Guynn, Esq.


All such notices and
communications shall be deemed to have been duly given:  when delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; one Business Day after being timely delivered to a next-day
air courier; and when receipt is acknowledged by the addressee, if sent by
facsimile.


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 and in the manner specified
in such Indenture.


 


29

















 


(e)           Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties hereto,
the Holders and the Participating Broker-Dealers; provided, however,
that nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Registrable Notes in violation of the terms of the Purchase
Agreement or the Indenture.


(f)            Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


(g)           Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


(h)           Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND
PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF ANY OTHER LAW.


(i)            Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the
parties hereto shall use their best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms, provisions, covenants
and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


(j)            Securities Held by the Issuers or
Their Affiliates.  Whenever the
consent or approval of Holders of a specified percentage of Registrable Notes
is required hereunder, Registrable Notes held by the Issuers or their
affiliates (as such term is defined in Rule 405 under the Securities Act)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.


(k)           Third-Party Beneficiaries.  Holders of Registrable Notes and Participating
Broker-Dealers are intended third-party beneficiaries of this Agreement, and
this Agreement may be enforced by such Persons.


 


30

















 


(l)            Entire Agreement.  This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein and any and all
prior oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Holders
on the one hand and the Issuers on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or
successors in interest with respect to the subject matter hereof and thereof
are merged herein and replaced hereby.


 


31

















 


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


	
  NORAMPAC INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Charles
  Smith

  
	
   

  	
  Name:  Charles Smith

  
	
   

  	
  Title:  Vice President and Chief Financial Officer

  



 


 


	
  NORAMPAC
  FINANCE US INC.

  NORAMPAC
  HOLDING US INC.

  NORAMPAC
  LEOMINSTER INC.

  NORAMPAC
  NEW YORK CITY INC.

  NORAMPAC
  SCHENECTADY INC.

  3815251
  CANADA INC.

  3815269 CANADA
  INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Charles
  Smith

  
	
   

  	
  Name:  Charles Smith

  
	
   

  	
  Title:  Authorized Officer

  



 


 


	
  NEWFOUNDLAND
  CONTAINERS LIMITED

  NORAMPAC
  INDUSTRIES INC.

  NORAMPAC TEXAS GP INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Robert F.
  Hall

  
	
   

  	
  Name:  Robert F. Hall

  
	
   

  	
  Title:  Authorized Officer

  



 


	
  NORAMPAC
  DALLAS-FORT WORTH L.P.

  
	
   

  	
   

  
	
  By:

  	
  NORAMPAC
  TEXAS GP INC., its

  General Partner

  
	
   

  
	
  By:

  	
  /s/ Robert F.
  Hall

  
	
   

  	
  Name:  Robert F. Hall

  
	
   

  	
  Title:  Authorized Officer

  



 


S-1

















 


	
  1426835
  ONTARIO INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Robert F.
  Hall

  
	
   

  	
  Name:  Robert F. Hall

  
	
   

  	
  Title:  Authorized Officer

  



 


S-2

















 


The foregoing Agreement is hereby


confirmed and accepted as of the date 

first above written.


DEUTSCHE
BANK SECURITIES INC.


CIBC
WORLD MARKETS CORP.


SCOTIA
CAPITAL (USA) INC.


NBF
SECURITIES (USA) CORP.


BMO
NESBITT BURNS CORP.,


BNP
PARIBAS SECURITIES CORP.,


COMERICA
SECURITIES, INC.,


SG
COWEN SECURITIES CORPORATION,


TD
SECURITIES (USA) INC.


TOKYO-MITSUBISHI
INTERNATIONAL PLC


 


 


 


	
  By:

  	
   Deutsche
  Bank Securities Inc.

  
	
   

  	
   

  
	
  By:

  	
  /s/ David J. Crescenzi

  
	
   

  	
  Name:  David
  J. Crescenzi

  
	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  
	
  By:

  	
  /s/ Paul Cahala

  
	
   

  	
  Name:  Paul
  Cahala

  
	
   

  	
  Title: 
  Director

  



 


For itself and the other several Initial Purchasers


named in Schedule I to the Purchase Agreement


 


S-3