exv4w2






EXHIBIT 4.2




REGISTRATION RIGHTS AGREEMENT




by and among




Graphic Packaging International, Inc.

Graphic Packaging Corporation

Graphic Packaging Holding Company

Bluegrass Container Canada Holdings, LLC

Bluegrass Flexible Packaging Company, LLC

Bluegrass Label Company, LLC

Bluegrass Multiwall Bag Company, LLC

Field Container Queretaro (USA), L.L.C.

Handschy Holdings, LLC

Handschy Industries, LLC

Riverdale Industries, LLC




and




Banc of America Securities LLC




Dated as of August 20, 2009





 









 








REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is made and entered into as of
August 20, 2009, by and among Graphic Packaging International, Inc., a Delaware corporation (the
“Company”), Graphic Packaging Corporation, Graphic Packaging Holding Company Bluegrass
Container Canada Holdings, LLC, Bluegrass Flexible Packaging Company, LLC, Bluegrass Labels
Company, LLC, Bluegrass Multiwall Bag Company, LLC, Field Container Queretaro (USA), LLC, Handschy
Holdings, LLC, Handschy Industries, LLC, Riverdale Industries, LLC (collectively, the
“Guarantors”), and Banc of America Securities LLC (the “Initial Purchaser”), who
has agreed to purchase $180,000,000 aggregate principal amount of the Company’s 9.50% Senior Notes
due 2017 (the “Notes”) fully and unconditionally guaranteed by the Guarantor (the
“Guarantees”) pursuant to the Purchase Agreement (as defined below). The Notes and the
Guarantees subject to the Purchase Agreement are herein collectively referred to as the
“Securities.”



     This Agreement is made pursuant to the Purchase Agreement, dated August 13, 2009 (the
“Purchase Agreement”), among the Company, the Guarantors and the Initial Purchaser (i) for
the benefit of the Initial Purchaser and (ii) for the benefit of the holders from time to time of
Transfer Restricted Securities, including the Initial Purchaser. In order to induce the Initial
Purchaser to purchase the Securities, the Company has agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a condition to the
obligations of the Initial Purchaser set forth in Section 5(h) of the Purchase Agreement.



     The parties hereby agree as follows:



          SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have
the following meanings:




     Additional Interest: As defined in Section 5 hereof.



     Advice: As defined in Section 6(c) hereof.



     Agreement: As defined in the preamble hereto.



     Broker-Dealer: Any broker or dealer registered under the Exchange Act.



     Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which
banking institutions or trust companies located in New York, New York are authorized or obligated
to be closed.



     Closing Date: The date of this Agreement.



     Commission: The Securities and Exchange Commission.



     Company: As defined in the preamble hereto.



 









 





     Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this
Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the
Exchange Offer Registration Statement, (ii) the maintenance of such Registration Statement
continuously effective and the keeping of the Exchange Offer open for a period not less than the
minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to
the Note Registrar (as defined in the Indenture) under the Indenture of Exchange Securities in the
same aggregate principal amount as the aggregate principal amount of Transfer Restricted Securities
and Transfer Restricted Existing 2017 Securities that were tendered by holders thereof pursuant to
the Exchange Offer.



     Exchange Act: The Securities Exchange Act of 1934, as amended.



     Exchange Date: April 15, 2010.



     Exchange Offer: The registration by the Company and the Guarantors under the Securities Act
of the Exchange Securities pursuant to the Exchange Offer Registration Statement pursuant to which
the Company and the Guarantors offer both (i) the Holders of all outstanding Transfer Restricted
Securities and (ii) the holders of all outstanding Transfer Restricted Existing 2017 Securities the
opportunity to exchange all such securities held by such holders for Exchange Securities in an
aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted
Securities or Transfer Restricted Existing 2017 Securities, as applicable, tendered in such
exchange offer by such holders.



     Exchange Offer Registration Statement: The Registration Statement relating to the Exchange
Offer, including the related Prospectus.



     Exchange Securities: The 9.50% Senior Notes due 2017 and the related Guarantees, of the same
series under the Indenture as the Transfer Restricted Securities, to be issued to holders in
exchange for Transfer Restricted Securities or Transfer Restricted Existing 2017 Securities, as
applicable, pursuant to this Agreement.



     Existing 2017 Securities: The Company’s 9.50% Senior Notes due 2017 and the related
guarantees, issued on June 16, 2009 under the Indenture.



     Filing Date: February 15, 2010.



     FINRA: Financial Industry Regulatory Authority, Inc.



     Freely Tradable: Means, with respect to a Security (or an Existing 2017 Security), a Security
(or Existing 2017 Security) that at any time of determination (i) may be sold to the public in
accordance with Rule 144 under the Securities Act (“Rule 144”) by a person that is not an
“affiliate” (as defined in Rule 144 under the Securities Act) of the Company where no conditions of
Rule 144 are then applicable (other than the holding period requirement in paragraph (d) of Rule
144, so long as such holding period requirement is satisfied at such time of determination), (ii)
does not bear any restrictive legends relating to the Securities Act and (iii) bears an
unrestricted CUSIP number.



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     Guarantees: As defined in the preamble hereto.



     Guarantors: As defined in the preamble hereto.



     Holders: As defined in Section 2(b) hereof.



     Indemnified Holder: As defined in Section 8(a) hereof.



     Indenture: The Indenture, dated as of June 16, 2009, as supplemented by a supplemental
indenture dated as of August 20, 2009, by and among the Company, the Guarantors and U.S. Bank
National Association, as trustee (the “Trustee”), pursuant to which the Existing 2017
Securities were issued on June 16, 2009 and the Securities are to be issued, as such Indenture is
amended or supplemented from time to time in accordance with the terms thereof.



     Initial Purchaser: As defined in the preamble hereto.



     Initial Placement: The issuance and sale by the Company of the Securities to the Initial
Purchaser pursuant to the Purchase Agreement.



     Interest Payment Date: As defined in the Indenture and the Securities.



     Initial Securities: The Securities issued and sold by the Company to the Initial Purchaser
pursuant to the Purchase Agreement on the Closing Date.



     Notes: As defined in the preamble hereto.



     Person: An individual, partnership, corporation, trust or unincorporated organization, or a
government or agency or political subdivision thereof.



     Prospectus: The prospectus included in a Registration Statement, as amended or supplemented
by any prospectus supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.



     Purchase Agreement: As defined in the preamble hereto.



     Registration Default: As defined in Section 5 hereof.



     Registration Statement: Any registration statement of the Company relating to (a) an offering
of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer
Restricted Securities and Transfer Restricted Existing 2017 Securities, if applicable, pursuant to
the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in
each case, including the Prospectus included therein, all amendments and supplements thereto
(including post-effective amendments) and all exhibits and material incorporated by reference
therein.



     Securities: As defined in the preamble hereto.



     Securities Act: The Securities Act of 1933, as amended.



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



     Shelf Registration Statement: As defined in Section 4(a) hereof.



     Transfer Restricted Existing 2017 Securities: The Existing 2017 Securities; provided that the
Existing 2017 Securities shall cease to be Transfer Restricted Existing 2017 Securities on the
earliest to occur of (i) the date on which a registration statement with respect to such Existing
2017 Securities has become effective under the Securities Act and such Existing 2017 Securities
have been exchanged or disposed of pursuant to such Registration Statement, (ii) the date on which
such securities cease to be outstanding or (iii) the date on which such securities are Freely
Tradable.



     Transfer Restricted Securities: The Securities; provided that the Securities shall cease to
be Transfer Restricted Securities on the earliest to occur of (i) the date on which a Registration
Statement with respect to such Securities has become effective under the Securities Act and such
Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) the
date on which such Securities cease to be outstanding or (iii) the date on which such Securities
are Freely Tradable.



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



     Underwritten Registration or Underwritten Offering: A registration in which securities of the
Company are sold to an underwriter for reoffering to the public.



          SECTION 2. Securities Subject to this Agreement.




     (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement
are the Transfer Restricted Securities.



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



          SECTION 3. Registered Exchange Offer.




     (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there
are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i)
use its reasonable best efforts to cause to be filed with the Commission, the Exchange Offer
Registration Statement no later than the Filing Date, (ii) use its reasonable best efforts to cause
such Registration Statement to become effective, (iii) in connection with the foregoing, (A) file
all pre-effective amendments to such Registration Statement as may be necessary in order to cause
such Registration Statement to become effective, (B) if applicable, file a post-effective amendment
to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all
necessary filings in connection with the registration and qualification of the Exchange Securities
to be made under the state securities or blue sky laws of such jurisdictions as are necessary to
permit Consummation of the Exchange Offer, and (iv) upon the



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effectiveness
of such Registration Statement, commence the Exchange Offer. Each of the Company and
the Guarantors shall use its reasonable best efforts to Consummate the Exchange Offer no later than
the Exchange Date. The Exchange Offer Registration Statement shall be on the appropriate form
permitting registration of the Exchange Securities to be offered in exchange for the Transfer
Restricted Securities and to permit resales of Transfer Restricted Securities held by
Broker-Dealers as contemplated by Section 3(c) hereof.



     (b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be
effective continuously and shall keep the Exchange Offer open for a period of not less than the
minimum period required under applicable federal and state securities laws to Consummate the
Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days
after the date on which notice of the Exchange Offer is mailed to the Holders and the holders of
the Transfer Restricted Existing 2017 Securities. The Company shall cause the Exchange Offer to
comply with all applicable federal and state securities laws. No securities other than the
Exchange Securities and the Existing 2017 Securities shall be included in the Exchange Offer
Registration Statement.



     (c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus
forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds
Transfer Restricted Securities or Transfer Restricted Existing 2017 Securities that were acquired
for its own account as a result of market-making activities or other trading activities (other than
Transfer Restricted Securities or Transfer Restricted Existing 2017 Securities acquired directly
from the Company), may exchange such Transfer Restricted Securities or Transfer Restricted Existing
2017 Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an
“underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus
meeting the requirements of the Securities Act in connection with any resales of the Exchange
Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery
requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in
the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain
all other information with respect to such resales by Broker-Dealers that the Commission may
require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities or Transfer
Restricted Existing 2017 Securities held by any such Broker-Dealer except to the extent required by
the Commission.



     Each of the Company and the Guarantors shall use its best efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented and amended as required by the
provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for
resales of Transfer Restricted Securities and Transfer Restricted Existing 2017 Securities acquired
by Broker-Dealers for their own accounts as a result of market-making activities or other trading
activities, and to ensure that the Exchange Offer Registration Statement conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from
the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date
on which a Broker-Dealer is no longer required to deliver a prospectus in connection with
market-making or other trading activities.



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     The Company shall provide sufficient copies of the latest version of such Prospectus to
Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the
foregoing sentence) period in order to facilitate such resales.



     Notwithstanding anything in this Section 3 to the contrary, the requirement to file the
Exchange Offer Registration Statement and the requirement to Consummate the Exchange Offer shall
terminate at such time as all the Securities are Freely Tradable.



          SECTION 4. Shelf Registration.




     (a) Shelf Registration. If (i) the Company is not required to file an Exchange Offer
Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not
permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)
hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated on or
prior to the Exchange Date or (iii) prior to the Exchange Date: (A) the Initial Purchaser requests
from the Company with respect to Transfer Restricted Securities not eligible to be exchanged for
Exchange Securities in the Exchange Offer, (B) with respect to any Holder of Transfer Restricted
Securities, such Holder notifies the Company that (x) such Holder is prohibited by applicable law
or Commission policy from participating in the Exchange Offer, (y) such Holder may not resell the
Exchange Securities acquired by it in the Exchange Offer to the public without delivering a
prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder, or (z) such Holder is a Broker-Dealer and
holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or
(C) in the case of the Initial Purchaser, the Initial Purchaser notifies the Company it will not
receive Freely Tradable Exchange Securities in exchange for Transfer Restricted Securities
constituting any portion of the Initial Purchaser’s unsold allotment, the Company and the
Guarantors shall




     (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the
Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in
either event, the “Shelf Registration Statement”), which Shelf Registration
Statement shall provide for resales of all Transfer Restricted Securities and Transfer
Restricted Existing 2017 Securities the Holders or holders of which shall have provided the
information required pursuant to Section 4(b) hereof; and




     (y) use their reasonable best efforts to cause such Shelf Registration Statement to be
declared effective by the Commission on or before the earlier of (A) 90th day after the date
such obligation to file the Shelf Registration Statement arises or (B) the Exchange Date (or
if such day is not a Business Day, the next succeeding Business Day) (the “Shelf Filing
Deadline”).



     Each of the Company and the Guarantors shall use its reasonable best efforts to keep such
Shelf Registration Statement continuously effective, supplemented and amended as required by the
provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available
for resales of Transfer Restricted Securities and Transfer Restricted Existing 2017 Securities by
the holders of such securities entitled to the benefit of this Section 4(a), and to ensure that it
conforms with the requirements of this Agreement, the Securities Act and the policies, rules and



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regulations of the Commission as announced from time to time, from the date on which the Shelf
Registration Statement is declared effective by the Commission until the expiration of the one-year
period referred to in Rule 144 applicable to securities held by non-affiliates under the Securities
Act (or shorter period that will terminate when all the Transfer Restricted Securities and Transfer
Restricted Existing 2017 Securities covered by such Shelf Registration Statement have been sold
pursuant to such Shelf Registration Statement); provided that the Company may for a period of up to
60 days in any 12-month period determine that the Shelf Registration Statement is not usable under
certain circumstances relating to corporate developments, public filings with the Commission and
similar events, and suspend the use of the prospectus that is part of the Shelf Registration
Statement. Notwithstanding anything to the contrary in this Section 4(a), the requirements to file
a Shelf Registration Statement and to have such Shelf Registration Statement become effective and
remain effective shall terminate at such time as all of the Securities are Freely Tradable.



     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No holder of Transfer Restricted Securities or Transfer Restricted Existing 2017
Securities may include any of its securities in any Shelf Registration Statement pursuant to this
Agreement unless and until such holder furnishes to the Company in writing, within 20 Business Days
after receipt of a request therefor, such information as the Company may reasonably request for use
in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus
included therein. Each holder on behalf of which any Shelf Registration Statement is being
effected agrees to furnish promptly to the Company all information required to be disclosed in
order to make the information previously furnished to the Company by such holder not materially
misleading.



          SECTION 5. Additional Interest. If (i) the Exchange Offer Registration Statement has not been
filed on or prior to the Filing Date (or has been filed without including all outstanding Transfer
Restricted Existing 2017 Securities), (ii) the Exchange Offer has not been Consummated on or prior
to the Exchange Date (or has been Consummated without exchanging all tendered Transfer Restricted
Existing 2017 Securities), (iii) any Shelf Registration Statement, if required hereby, has not been
declared effective by the Commission on or prior to the Shelf Filing Deadline (or has not included
all Transfer Restricted Existing 2017 Notes that made a request to be included in a Shelf
Registration Statement) or (iv) any Registration Statement required by this Agreement has been
declared effective but ceases to be effective at any time at which it is required to be effective
under this Agreement (each such event referred to in clauses (i) through (iv), a “Registration
Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted
Securities shall be increased by 0.25% per annum during the 90-day period immediately following the
occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each
subsequent 90-day period (such increase, “Additional Interest”), but in no event shall such
increase exceed 1.00% per annum. At the earlier of (i) the cure of all Registration Defaults
relating to the particular Transfer Restricted Securities and the Transfer Restricted Existing 2017
Securities or (ii) all Transfer Restricted Securities and Transfer Restricted Existing 2017
Securities have become Freely Tradable, the interest rate borne by the relevant Transfer Restricted
Securities will be reduced to the original interest rate borne by such Transfer Restricted
Securities; provided, however, that, if after any such reduction in interest



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rate, a different Registration Default occurs, the interest rate borne by the relevant
Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.



     All obligations of the Company and the Guarantors set forth in the preceding paragraph that
are outstanding with respect to any Transfer Restricted Security at the time such Security ceases
to be a Transfer Restricted Security shall survive until such time as all such obligations with
respect to such Security shall have been satisfied in full.



          SECTION 6. Registration Procedures.




     (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company
and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their
reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted
Securities and Transfer Restricted Existing 2017 Securities being sold in accordance with the
intended method or methods of distribution thereof, and shall comply with all of the following
provisions:




     (i) If in the reasonable opinion of counsel to the Company there is a question as to
whether the Exchange Offer is permitted by applicable law, each of the Company and the
Guarantors hereby agrees to seek a no-action letter or other favorable decision from the
Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such
Transfer Restricted Securities and Transfer Restricted Existing 2017 Securities. Each of
the Company and the Guarantors hereby agrees to pursue the issuance of such a decision to
the Commission staff level but shall not be required to take commercially unreasonable
action to effect a change of Commission policy. Each of the Company and the Guarantors
hereby agrees, however, to (A) participate in telephonic conferences with the Commission,
(B) deliver to the Commission staff an analysis prepared by counsel to the Company setting
forth the legal bases, if any, upon which such counsel has concluded that such an Exchange
Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission
staff of such submission.




     (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of
this Agreement, each Holder of Transfer Restricted Securities (and each holder of Transfer
Restricted Existing 2017 Securities) shall furnish, upon the request of the Company, prior
to the Consummation thereof, a written representation to the Company (which may be contained
in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to
the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and
does not intend to engage in, and has no arrangement or understanding with any Person to
participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer
and (C) it is acquiring the Exchange Securities in its ordinary course of business. In
addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in
the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and
agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in
a distribution of the securities to be acquired in the Exchange Offer (1) could not under
Commission policy as in effect on the date of this Agreement rely on the position of the
Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and
Exxon Capital Holdings Corporation



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(available
May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated
July 2, 1993, and similar no-action letters (which may include any no-action letter obtained
pursuant to clause (i) above), and (2) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with a secondary resale
transaction and that such a secondary resale transaction should be covered by an effective
registration statement containing the selling security holder information required by Item
507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities
obtained by such Holder in exchange for Transfer Restricted Securities acquired by such
Holder directly from the Company.



     (b) Shelf Registration Statement. If required pursuant to Section 4 hereof, in connection
with the Shelf Registration Statement, each of the Company and the Guarantors shall comply with all
the provisions of Section 6(c) hereof and shall use its best efforts to effect such registration to
permit the sale of the Transfer Restricted Securities and Transfer Restricted Existing 2017
Securities being sold in accordance with the intended method or methods of distribution thereof,
and pursuant thereto each of the Company and the Guarantors will as expeditiously as possible
prepare and file with the Commission a Registration Statement relating to the registration on any
appropriate form under the Securities Act, which form shall be available for the sale of the
Transfer Restricted Securities and Transfer Restricted Existing 2017 Securities in accordance with
the intended method or methods of distribution thereof.



     (c) General Provisions. In connection with any Registration Statement and any Prospectus
required by this Agreement to permit the sale or resale of Transfer Restricted Securities and
Transfer Restricted Existing 2017 Securities (including, without limitation, any Registration
Statement and the related Prospectus required to permit resales of Transfer Restricted Securities
and Transfer Restricted Existing 2017 Securities by Broker-Dealers), each of the Company and the
Guarantors shall:




     (i) use its reasonable best efforts to keep such Registration Statement continuously
effective and provide all requisite financial statements (including, if required by the
Securities Act or any regulation thereunder, financial statements of the Guarantors for the
period specified in Section 3 or 4 hereof, as applicable); upon the occurrence of any event
that would cause any such Registration Statement or the Prospectus contained therein (A) to
contain a material misstatement or omission or (B) not to be effective and usable for resale
of Transfer Restricted Securities and Transfer Restricted Existing 2017 Securities during
the period required by this Agreement, the Company shall file promptly an appropriate
amendment to such Registration Statement, in the case of clause (A), correcting any such
misstatement or omission, and, in the case of either clause (A) or (B), use its best efforts
to cause such amendment to be declared effective and such Registration Statement and the
related Prospectus to become usable for their intended purpose(s) as soon as practicable
thereafter;




     (ii) prepare and file with the Commission such amendments and post-effective amendments
to the applicable Registration Statement as may be necessary to keep the Registration
Statement effective for the period set forth in Section 3 or 4 hereof, as applicable, or
such shorter period as will terminate when all Transfer Restricted Securities and



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Transfer Restricted Existing 2017 Securities covered by such Registration Statement
have been sold or are Freely Tradable; cause the Prospectus to be supplemented by any
required Prospectus supplement, and cause such supplement to be filed pursuant to Rule 424
under the Securities Act, and comply fully with the applicable provisions of Rules 424 and
430A under the Securities Act in a timely manner; and comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
Registration Statement during the applicable period in accordance with the intended method
or methods of distribution by the sellers thereof set forth in such Registration Statement
or supplement to the Prospectus;




     (iii) advise the underwriter(s), if any, and selling Holders promptly (and selling
holders of Transfer Restricted Existing 2017 Securities) and, if requested by such Persons,
to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to any Registration Statement or
any post-effective amendment thereto, when the same has become effective, (B) of any request
by the Commission for amendments to the Registration Statement or amendments or supplements
to the Prospectus or for additional information relating thereto, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration Statement
under the Securities Act or of the suspension by any state securities commission of the
qualification of the Transfer Restricted Securities or the Transfer Restricted Existing 2017
Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for
any of the preceding purposes and (D) of the existence of any fact or the happening of any
event that makes any statement of a material fact made in the Registration Statement, the
Prospectus, any amendment or supplement thereto, or any document incorporated by reference
therein untrue, or that requires the making of any additions to or changes in the
Registration Statement or the Prospectus in order to make the statements therein not
misleading. If at any time the Commission shall issue any stop order suspending the
effectiveness of the Registration Statement, or any state securities commission or other
regulatory authority shall issue an order suspending the qualification or exemption from
qualification of the Transfer Restricted Securities or Transfer Restricted Existing 2017
Securities under state securities or blue sky laws, use its reasonable best efforts to
obtain the withdrawal or lifting of such order at the earliest possible time;




     (iv) furnish without charge to each selling Holder named in any Shelf Registration
Statement (and each selling holder of Transfer Restricted Existing 2017 Securities), and
each of the underwriter(s), if any, before filing with the Commission, copies of any Shelf
Registration Statement or any Prospectus included therein or any amendments or supplements
to any such Shelf Registration Statement or Prospectus (including all documents incorporated
by reference after the initial filing of such Shelf Registration Statement), which documents
will be subject to the review and comment of such Holders (and such holders of Transfer
Restricted Existing 2017 Securities) and underwriter(s) in connection with such sale, if
any, for a period of at least five Business Days, and the Company will not file any such
Shelf Registration Statement or Prospectus or any amendment or supplement to any such Shelf
Registration Statement or Prospectus (including all such documents incorporated by
reference) to which any Holder of Transfer



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Restricted Securities (or any holder of Transfer Restricted Existing 2017 Securities)
covered by such Registration Statement or the underwriter(s), if any, shall reasonably
object in writing within five Business Days after the receipt thereof (such objection to be
deemed timely made upon confirmation of telecopy transmission within such period). Such
objection, if any, shall be deemed to be reasonable if such Shelf Registration Statement,
amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a
material misstatement or omission;




     (v) make available at reasonable times for inspection by the managing underwriter(s),
if any, participating in any disposition pursuant to such Shelf Registration Statement and
any attorney or accountant retained by any of the underwriter(s), all financial and other
records, pertinent corporate documents and properties of each of the Company and the
Guarantors and cause the Company’s and the Guarantors’ officers, directors and employees to
supply all information reasonably requested by any such Holder (or holder of Transfer
Restricted Existing 2017 Securities), underwriter, attorney or accountant in connection with
such Shelf Registration Statement or any post-effective amendment thereto subsequent to the
filing thereof and prior to its effectiveness and to participate in meetings with investors
to the extent requested by the managing underwriter(s), if any, provided, however, that the
foregoing inspection shall be coordinated on behalf of such holders, by one counsel
designated by the holders of a majority in principal amount of the Transfer Restricted
Securities and Transfer Restricted Existing 2017 Securities covered by such Shelf
Registration Statement; provided, further, however, that the conduct of the foregoing
inspection shall be subject to the execution by all persons party to such inspection of a
reasonable confidentiality undertaking in customary form with respect to confidential and
proprietary information of the Company;




     (vi) if requested by any selling Holders (or selling holders of Transfer Restricted
Existing 2017 Securities) or the underwriter(s), if any, promptly incorporate in any
Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment
if necessary, such information as such selling Holders (or selling holders of Transfer
Restricted Securities Existing 2017 Securities) and underwriter(s), if any, may reasonably
request to have included therein, including, without limitation, information relating to the
“Plan of Distribution” of the Transfer Restricted Securities or Transfer Restricted Existing
2017 Securities, information with respect to the principal amount of Transfer Restricted
Securities or Transfer Restricted Existing 2017 Securities being sold to such
underwriter(s), the purchase price being paid therefor and any other terms of the offering
of the Transfer Restricted Securities or Transfer Restricted Existing 2017 Securities to be
sold in such offering; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as practicable after the Company is notified of the matters
to be incorporated in such Prospectus supplement or post-effective amendment;




     (vii) cause the Transfer Restricted Securities and Transfer Restricted Existing 2017
Securities covered by the Registration Statement to be rated with the appropriate rating
agencies, if so requested by the Holders of a majority in aggregate principal amount of
Securities covered thereby or the underwriter(s), if any;



11









 






     (viii) furnish to the Initial Purchaser, each selling Holder (and each selling holder
of Transfer Restricted Existing 2017 Securities) and each of the underwriter(s), if any,
without charge, at least one copy of the Registration Statement, as first filed with the
Commission, and of each amendment thereto, including financial statements and schedules, all
documents incorporated by reference therein and all exhibits (including exhibits
incorporated therein by reference);




     (ix) deliver to each selling Holder (and each selling holder of Transfer Restricted
Existing 2017 Securities) and each of the underwriter(s), if any, without charge, as many
copies of the Prospectus (including each preliminary prospectus) and any amendment or
supplement thereto as such Persons reasonably may request; each of the Company and the
Guarantors hereby consents to the use of the Prospectus and any amendment or supplement
thereto by each of the selling Holders, each of the selling holders of Transfer Restricted
Existing 2017 Securities and each of the underwriter(s), if any, in connection with the
offering and the sale of the Transfer Restricted Securities and Transfer Restricted Existing
2017 Securities covered by the Prospectus or any amendment or supplement thereto;




     (x) enter into such agreements (including, if requested by the Holders of Securities
representing at least 25% in aggregate principal amount of Transfer Restricted Securities
then outstanding, an underwriting agreement), and make such representations and warranties,
and take all such other actions in connection therewith in order to expedite or facilitate
the disposition of the Transfer Restricted Securities and Transfer Restricted Existing 2017
Securities pursuant to any Registration Statement contemplated by this Agreement, all to
such extent as may be requested by any Holder of Transfer Restricted Securities covered by
such Registration Statement or underwriter in connection with any sale or resale pursuant to
any Shelf Registration Statement contemplated by this Agreement; and whether or not an
underwriting agreement is entered into and whether or not the registration is an
Underwritten Registration, each of the Company and the Guarantors shall:




     (A) furnish to each selling Holder, each of the selling holders of Transfer
Restricted Existing 2017 Securities and each underwriter, if any, in such substance
and scope as they may request and as are customarily made by issuers to underwriters
in primary underwritten offerings, upon the date of the effectiveness of the Shelf
Registration Statement:




     (1) a certificate, dated the date of effectiveness of the Shelf
Registration Statement signed by (y) the President or any Vice President and
(z) a principal financial or accounting officer of each of the Company and
the Guarantors, confirming, as of the date thereof, the matters set forth in
paragraphs (i) and (ii) of Section 5(e) of the Purchase Agreement and such
other matters as such parties may reasonably request;




     (2) an opinion, dated the date of effectiveness of the Shelf
Registration Statement of counsel for the Company and the Guarantors,
covering the matters set forth in Section 5(c) of the Purchase Agreement and



12









 







such other matters as such parties may reasonably request, and in any
event including a statement to the effect that such counsel has participated
in conferences with officers and other representatives of the Company and
the Guarantors, representatives of the independent public accountants for
the Company and the Guarantors, representatives of the underwriter(s), if
any, and counsel to the underwriter(s), if any, in connection with the
preparation of such Shelf Registration Statement and the related Prospectus
and have considered the matters required to be stated therein and the
statements contained therein, although such counsel has not independently
verified the accuracy, completeness or fairness of such statements; and that
such counsel advises that, on the basis of the foregoing, no facts came to
such counsel’s attention that caused such counsel to believe that the
applicable Shelf Registration Statement, at the time such Shelf Registration
Statement or any post-effective amendment thereto became effective contained
an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading, or that the Prospectus contained in such Shelf Registration
Statement as of its date contained an untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
therein not misleading. Without limiting the foregoing, such counsel may
state further that such counsel assumes no responsibility for, and has not
independently verified, the accuracy, completeness or fairness of the
financial statements, notes and schedules and other financial data included
in any Shelf Registration Statement contemplated by this Agreement or the
related Prospectus; and




     (3) subject to the receipt of appropriate documentation as
contemplated, and only if permitted by, Statement of Auditing Standards No.
72 (or any successor standard), a customary comfort letter, dated the date
of effectiveness of the Shelf Registration Statement, from the Company’s
independent accountants, in the customary form and covering matters of the
type customarily requested to be covered in comfort letters by underwriters
in connection with primary underwritten offerings, and covering or affirming
the matters set forth in the comfort letters delivered pursuant to Section
5(a) of the Purchase Agreement, without exception;




     (B) set forth in full or incorporate by reference in the underwriting
agreement, if any, the indemnification provisions and procedures of Section 8 hereof
with respect to all parties to be indemnified pursuant to said Section; and




     (C) deliver such other documents and certificates as may be reasonably
requested by such parties to evidence compliance with Section 6(c)(x)(A) hereof and
with any customary conditions contained in the underwriting agreement or other
agreement entered into by the Company or any of the Guarantors pursuant to this
Section 6(c)(x), if any.



13









 






     If at any time after a Shelf Registration Statement has been filed the representations
and warranties of the Company and the Guarantors contemplated in Section 6(c)(x)(A)(1)
hereof cease to be true and correct, the Company or the Guarantors shall so advise the
underwriter(s), if any, and each selling Holder and each selling holder of Transfer
Restricted Existing 2017 Securities promptly and, if requested by such Persons, shall
confirm such advice in writing;




     (xi) prior to any public offering of Transfer Restricted Securities or Transfer
Restricted Existing 2017 Securities, cooperate with the selling Holders, the selling holders
of Transfer Restricted Existing 2017 Securities, the underwriter(s), if any, and their
respective counsel in connection with the registration and qualification of the Transfer
Restricted Securities and Transfer Restricted Existing 2017 Securities under the state
securities or blue sky laws of such jurisdictions as the selling Holders, the selling
holders of Transfer Restricted Existing 2017 Securities or underwriter(s), if any, may
request and do any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Transfer Restricted Securities and Transfer
Restricted Existing 2017 Securities covered by the Shelf Registration Statement; provided,
however, that none of the Company or the Guarantors shall be required to register or qualify
as a foreign corporation where it is not then so qualified or to take any action that would
subject it to the service of process in suits or to taxation, other than as to matters and
transactions relating to the Registration Statement, in any jurisdiction where it is not
then so subject;




     (xii) issue, upon the request of any holder of Transfer Restricted Securities or
Transfer Restricted Existing 2017 Securities covered by the Shelf Registration Statement,
Exchange Securities having an aggregate principal amount equal to the aggregate principal
amount of Transfer Restricted Securities surrendered to the Company by such Holder in
exchange therefor or being sold by such Holder; such Exchange Securities to be registered in
the name of such Holder or in the name of the purchaser(s) of such Securities, as the case
may be; in return, the Transfer Restricted Securities and Transfer Restricted Existing 2017
Securities held by such holder shall be surrendered to the Company for cancellation;




     (xiii) unless the Securities and the Existing 2017 Securities are in book-entry form,
cooperate with the selling Holders, the selling holders of Transfer Restricted Existing 2017
Securities and the underwriter(s), if any, to facilitate the timely preparation and delivery
of certificates representing Transfer Restricted Securities and the Transfer Restricted
Existing 2017 Securities to be sold and not bearing any restrictive legends; and enable such
Transfer Restricted Securities to be in such denominations and registered in such names as
the Holders or the underwriter(s), if any, may request at least two Business Days prior to
any sale of Transfer Restricted Securities and Transfer Restricted Existing 2017 Securities
made by such holders or underwriter(s);




     (xiv) use its reasonable best efforts to cause the Transfer Restricted Securities and
the Transfer Restricted Existing 2017 Securities covered by the Registration Statement to be
registered with or approved by such other governmental agencies or authorities as may be
necessary to enable the seller or sellers thereof or the underwriter(s), if



14









 







any, to consummate the disposition of such Transfer Restricted Securities and such
Transfer Restricted Existing 2017 Securities, subject to the proviso contained in Section
6(c)(xii) hereof;




     (xv) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or
have occurred, prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities and Transfer Restricted Existing 2017 Securities, the Prospectus will
not contain an untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein not misleading;




     (xvi) provide a CUSIP number for all Securities and the Existing 2017 Securities not
later than the effective date of the Registration Statement covering such Securities and
provide the Trustee under the Indenture with printed certificates for such Securities which
are in a form eligible for deposit with the Depository Trust Company and take all other
action necessary to ensure that all such securities are eligible for deposit with the
Depository Trust Company;




     (xvii) cooperate and assist in any filings required to be made with the FINRA and in
the performance of any due diligence investigation by any underwriter (including any
“qualified independent underwriter”) that is required to be retained in accordance with the
rules and regulations of the FINRA;




     (xviii) otherwise use its reasonable best efforts to comply with all applicable rules
and regulations of the Commission, and make generally available to its security holders, as
soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158
under the Securities Act (which need not be audited) for the twelve-month period (A)
commencing at the end of any fiscal quarter in which Transfer Restricted Securities or
Transfer Restricted Existing 2017 Securities are sold to underwriters in a firm commitment
or best efforts Underwritten Offering or (B) if not sold to underwriters in such an
offering, beginning with the first month of the Company’s first fiscal quarter commencing
after the effective date of the Registration Statement;




     (xix) cause the Indenture to be qualified under the Trust Indenture Act not later than
the effective date of the first Registration Statement required by this Agreement, and, in
connection therewith, cooperate with the Trustee and the Holders of Securities and the
holders of the Existing 2017 Securities to effect such changes to the Indenture as may be
required for such Indenture to be so qualified in accordance with the terms of the Trust
Indenture Act; and to execute and use its best efforts to cause the Trustee to execute, all
documents that may be required to effect such changes and all other forms and documents
required to be filed with the Commission to enable such Indenture to be so qualified in a
timely manner;




     (xx) cause all securities covered by the Registration Statement to be listed on each
securities exchange or automated quotation system on which similar
securities issued



15









 







by the Company are then listed if requested by the Holders of a majority in
aggregate principal amount of Securities or the managing underwriter(s), if any; and




     (xxi) if not otherwise available on the Commission’s Electronic Data Gathering Analysis
and Retrieval System (“EDGAR”) or similar system, provide promptly to each Holder and each
holder of Transfer Restricted Existing 2017 Securities upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act.



     Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any
notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D)
hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised
in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and
has received copies of any additional or supplemental filings that are incorporated by reference in
the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies then in such Holder’s possession,
of the Prospectus covering such Transfer Restricted Securities that was current at the time of
receipt of such notice. In the event the Company shall give any such notice, the time period
regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as
applicable, shall be extended by the number of days during the period from and including the date
of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when
each selling Holder covered by such Registration Statement shall have received the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received
the Advice; provided, however, that no such extension shall be taken into account in determining
whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional
Interest, it being agreed that the Company’s option to suspend use of a Registration Statement
pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5
hereof.



          SECTION 7. Registration Expenses.




     (a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance
with this Agreement shall be borne by the Company and the Guarantors, jointly and severally,
regardless of whether a Registration Statement becomes effective, including, without limitation:
(i) all registration and filing fees and expenses (including filings made by the Initial Purchaser
or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent
underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii)
all fees and expenses of compliance with federal securities and state securities or blue sky laws;
(iii) all expenses of printing (including printing certificates for the Exchange Securities to be
issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and
telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject
to Section 7(b) hereof, the Holders of Transfer Restricted Securities and the holders of Transfer
Restricted Existing 2017 Securities; (v) all application and filing fees in connection with listing
the Exchange Securities on a securities exchange or automated quotation system



16









 







pursuant to the requirements thereof; and (vi) all fees and disbursements of independent
certified public accountants of the Company and the Guarantors (including the expenses of any
special audit and comfort letters required by or incident to such performance).



     Each of the Company and the Guarantors shall, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expenses of any annual audit and the fees and expenses of any
Person, including special experts, retained by the Company or the Guarantors.



     (b) In connection with any Registration Statement required by this Agreement (including,
without limitation, the Exchange Offer Registration Statement and the Shelf Registration
Statement), the Company and the Guarantors, jointly and severally, shall reimburse the Initial
Purchaser and the Holders of Transfer Restricted Securities and the holders of Transfer Restricted
Existing 2017 Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan
of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to
the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not
more than one counsel, who shall be Cahill Gordon & Reindel llp or such other counsel as
may be chosen by the Holders of a majority in principal amount of the Transfer Restricted
Securities for whose benefit such Registration Statement is being prepared.



          SECTION 8. Indemnification.




     (a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold
harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred
to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii)
the respective officers, directors, partners, employees, representatives and agents of any Holder
or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be
referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any
and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without
limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing,
pursuing, settling, compromising, paying or defending any claim or action, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, including the reasonable
fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly
caused by, related to, based upon, arising out of or in connection with any untrue statement or
alleged untrue statement of a material fact contained in any Registration Statement or Prospectus
(or any amendment or supplement thereto), or any omission or alleged omission to state therein, in
light of the circumstances under which they were made, a material fact required to be stated
therein or necessary to make the statements therein not misleading, except insofar as such losses,
claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged
untrue statement or omission that is made in reliance upon and in conformity with information
relating to any of the Holders furnished in writing to the Company by any of the Holders expressly
for use therein. This indemnity agreement shall be in addition to any liability which the Company
or any of the Guarantors may otherwise have.



     In case any action or proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders with respect



17









 







to which indemnity may be sought against the Company or the Guarantors, such Indemnified
Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the
Company and the Guarantors in writing; provided, however, that the failure to give such notice
shall not relieve any of the Company or the Guarantors of its obligations pursuant to this
Agreement to the extent the Company or the Guarantors are not materially prejudiced as a proximate
result of such failure. Such Indemnified Holder shall have the right to employ its own counsel in
any such action and the fees and expenses of such counsel shall be paid, as incurred, by the
Company and the Guarantors (regardless of whether it is ultimately determined that an Indemnified
Holder is not entitled to indemnification hereunder). The Company and the Guarantors shall not, in
connection with any one such action or proceeding or separate but substantially similar or related
actions or proceedings in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm
shall be designated by the Holders. The Company and the Guarantors shall be liable for any
settlement of any such action or proceeding effected with the Company’s and the Guarantors’ prior
written consent, which consent shall not be withheld unreasonably, and each of the Company and the
Guarantors agrees to indemnify and hold harmless any Indemnified Holder from and against any loss,
claim, damage, liability or expense by reason of any settlement of any action effected with the
written consent of the Company and the Guarantors. The Company and the Guarantors shall not,
without the prior written consent of each Indemnified Holder, settle or compromise or consent to
the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim,
litigation or proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement,
compromise, consent or termination includes an unconditional release of each Indemnified Holder
from all liability arising out of such action, claim, litigation or proceeding.



     (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Guarantors and their respective directors, officers of
the Company and the Guarantors who sign a Registration Statement, and any Person controlling
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the
Company or any of the Guarantors, and the respective officers, directors, partners, employees,
representatives and agents of each such Person, to the same extent as the foregoing indemnity from
the Company and the Guarantors to each of the Indemnified Holders, but only with respect to claims
and actions based on information relating to such Holder furnished in writing by such Holder
expressly for use in any Registration Statement. In case any action or proceeding shall be brought
against the Company, the Guarantors or their respective directors or officers or any such
controlling person in respect of which indemnity may be sought against a Holder of Transfer
Restricted Securities, such Holder shall have the rights and duties given the Company and the
Guarantors, and the Company, the Guarantors, their respective directors and officers and such
controlling person shall have the rights and duties given to each Holder by the preceding
paragraph.



     (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified
party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those
Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses



18









 







referred to therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one
hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the
Company and the Guarantors shall be deemed to be equal to the total gross proceeds to the Company
and the Guarantors from the Initial Placement), the amount of Additional Interest which did not
become payable as a result of the filing of the Registration Statement resulting in such losses,
claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if
such allocation is not permitted by applicable law, the relative fault of the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements
or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as
any other relevant equitable considerations. The relative fault of the Company on the one hand and
of the Indemnified Holder on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company or any of the
Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to include, subject to the
limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or defending any action
or claim.



     The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it
would not be just and equitable if contribution pursuant to this Section 8(c) were determined by
pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable considerations referred to
in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or expenses referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 8, none of the Holders (and its related Indemnified Holders) shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the total discount
received by such Holder with respect to the Initial Securities exceeds the amount of any damages
which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to
contribute pursuant to this Section 8(c) are several in proportion to the respective principal
amount of Initial Securities held by each of the Holders hereunder and not joint.



          SECTION 9. Rule 144A. Each of the Company and the Guarantors hereby agrees with each Holder,
for so long as any Transfer Restricted Securities remain outstanding, to make available to any
Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof
and any prospective purchaser of such Transfer Restricted Securities from



19









 







such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the
Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule
144A under the Securities Act.



          SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any
Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer
Restricted Securities on the basis provided in any underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements and (b) completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up
letters and other documents required under the terms of such underwriting arrangements.



          SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered
by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering. In any such Underwritten Offering, the investment
banker(s) and managing underwriter(s) that will administer such offering will be selected by the
Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included
in such offering; provided, however, that such investment banker(s) and managing underwriter(s)
must be reasonably satisfactory to the Company.



          SECTION 12. Miscellaneous.



     (a) Remedies. Each of the Company and the Guarantors hereby agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agree to waive the defense in any action for specific
performance that a remedy at law would be adequate.



     (b) No Inconsistent Agreements. Each of the Company and the Guarantors will not on or after
the date of this Agreement enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with
the provisions hereof. Neither the Company nor any of the Guarantors has previously entered into
any agreement granting any registration rights with respect to its securities to any Person other
than (i) the Persons granted registration rights pursuant to the registration rights agreement
dated as of July 9, 2007, by and among New Giant Corporation, the persons listed on Schedule I
thereto as family stockholders, any of the persons listed on Schedule I thereto as “Astros
Stockholders,” Clayton, Dubilier & Rice Fund V Limited Partnership, EXOR Group S.A., TPG Bluegrass
IV, L.P., TPG Bluegrass IV, Inc., TPG Bluegrass IV — AIV 2, L.P., TPG Bluegrass V. L.P., TPG
Bluegrass V, Inc., TPB Bluegrass V — AIV 2, L.P., BCH Management, LLC, TPG FOF V — A, L.P. and
TPG FOF V — B., L.P and (ii) the Persons granted registration rights pursuant to the registration
rights agreement dated as of June 16, 2009 by and among the Company, the Guarantors and Banc of
America Securities LLC, as a representative of several initial purchasers listed on Schedule A to
the purchase agreement dated June 2, 2009 for the Existing 2017 Securities. The rights granted to
the Holders hereunder do not in any way conflict with and are not inconsistent with the rights
granted to the holders of the Company’s or any of the Guarantors’ securities under any agreement in
effect on the date hereof.



20









 





     (c) Adjustments Affecting the Securities. The Company will not take any action, or permit any
change to occur, with respect to the Securities that would materially and adversely affect the
ability of the Holders to Consummate any Exchange Offer.



     (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions hereof may not be given
unless the Company has (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the
written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case
of all other provisions hereof, obtained the written consent of Holders of a majority of the
outstanding principal amount of then outstanding Transfer Restricted Securities (excluding any
Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the
foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to
the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that
does not affect directly or indirectly the rights of other Holders whose securities are not being
tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities being tendered or registered;
provided, however, that, with respect to any matter that directly or indirectly affects the rights
of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such
Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent
or departure is to be effective.



     (e) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, first-class mail (registered or certified, return receipt
requested), telecopier, or air courier guaranteeing overnight delivery:




     (i) if to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and



     if to the Company:


Graphic Packaging International, Inc.

814 Livingston Court

Marietta, GA 30067

Facsimile: (770) 644-2923

Attention: W. Scott Wenhold




     With a copy to:


Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309

Facsimile: (404) 881-7777

Attention: William Scott Ortwein, Esq.

                  Justin R. Howard, Esq.




21









 





     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopied; and on the next Business Day,
if timely delivered to an air courier guaranteeing overnight delivery.



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



     (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties, including, without limitation, and without the
need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted
Securities from such Holder.



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



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



     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.



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



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




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



	 	 	 	 	 
	 	GRAPHIC PACKAGING INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 
	 	GRAPHIC PACKAGING CORPORATION

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 
	 	GRAPHIC PACKAGING HOLDING COMPANY

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 




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	 	BLUEGRASS CONTAINER CANADA HOLDINGS,

     LLC

BLUEGRASS FLEXIBLE PACKAGING COMPANY, 
     LLC

BLUEGRASS LABELS COMPANY, LLC

BLUEGRASS MULTIWALL BAG COMPANY, LLC

FIELD CONTAINER QUERETARO (USA), L.L.C.

HANDSCHY HOLDINGS, LLC

HANDSCHY INDUSTRIES, LLC

RIVERDALE INDUSTRIES, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Sr. Vice President & CFO 	 



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     The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written:



	 	 	 	 	 
	BANC OF AMERICA SECURITIES LLC

 	 
	By:  	/s/ William H. Pegler, Jr.
 	 
	 	Name:  	William H. Pegler, Jr. 	 
	 	Title:  	Principal 	 
	 




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