EX-4.2 REGISTRATION RIGHTS AGREEMENT



 






Exhibit 4.2



REGISTRATION RIGHTS AGREEMENT




Dated as of September 30, 2004




Between




RPM INTERNATIONAL INC.




and




GOLDMAN, SACHS & CO.



as Representative of the several Initial Purchasers





 










 








REGISTRATION RIGHTS AGREEMENT




     RPM International Inc., a Delaware corporation (the “Company”), proposes
to issue and sell to Goldman, Sachs & Co., as Representative of the Initial
Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”),
upon the terms and subject to the conditions set forth in a purchase agreement
dated September 27, 2004 (the “Purchase Agreement”), $200,000,000 aggregate
principal amount of its 4.45% Senior Notes due 2009 (the “Initial Notes”). The
Initial Notes are to be issued pursuant to an indenture, to be dated as of
September 30, 2004 (the “Indenture”), between the Company and The Bank of New
York, as trustee (the “Trustee”). Capitalized terms used but not defined
herein shall have the meanings given to such terms in the Purchase Agreement.



     To induce the Initial Purchasers to enter into the Purchase Agreement and
in satisfaction of a condition to the obligations of the Initial Purchasers
thereunder, the Company agrees with you for your benefit and the benefit of the
holders (each a “Holder” and, together, the “Holders”) from time to time of the
Initial Notes and the Exchange Notes (as hereinafter defined), as follows:



          In consideration of the foregoing, the parties hereto agree as follows:




     1. Definitions.



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




     “1933 Act” shall mean the Securities Act of 1933, as amended from
time to time.




     “1934 Act” shall mean the Securities Exchange Act of 1934, as
amended from time to time.




     “Additional Interest” shall have the meaning set forth in Section
2(d) hereof.




     “Agreement” shall mean this registration rights agreement.




     “Business Day” shall mean any day other than a Saturday, a Sunday or
a legal holiday or a day on which banking institutions or trust companies
are authorized or obligated by law to close in The City of New York.




     “Company” shall have the meaning set forth in the first paragraph of
this Agreement and shall also include the Company’s successors.




     “Exchange Date” shall have the meaning set forth in Section 2(a)(ii)
hereof.




     “Exchange Notes” shall mean debt securities of the Company to be
issued under the Indenture of up to an equal outstanding principal amount
as and containing terms



 









 





identical to the Initial Notes (except that (i)
interest thereon shall accrue from the last date on which interest was
paid on the Initial Notes or, if no such interest has been paid, from the
Issue Date, (ii) the transfer restrictions thereon shall be modified or
eliminated, as appropriate, and (iii) provisions relating to an increase
in the stated rate of interest thereon shall be eliminated) to be offered
to Holders of Registrable Notes in exchange for such Registrable Notes
pursuant to the Exchange Offer.




     “Exchange Offer” shall mean the exchange offer by the Company of
Exchange Notes for Registrable Notes pursuant to Section 2(a) hereof.




     “Exchange Offer Registration” shall mean a registration under the
1933 Act effected pursuant to Section 2(a) hereof.




     “Exchange Offer Registration Statement” shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another
appropriate form) and all amendments and supplements to such registration
statement, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.




     “Holder” shall have the meaning set forth in the second paragraph of
this Agreement.




     “Holder Information” with respect to any Holder shall mean
information with respect to such Holder required to be included in any
Shelf Registration Statement or the related Prospectus pursuant to the
1933 Act and which information is included therein in reliance upon and
in conformity with information furnished to the Company in writing by
such Holder expressly for inclusion therein.




     “Indenture” shall have the meaning set forth in the first paragraph
of this Agreement.




     “Initial Notes” shall have the meaning set forth in the first
paragraph of this Agreement.




     “Interest Payment Date” shall mean April 15 and October 15 of each
year, commencing April 15, 2005.




     “Issue Date” shall mean the date of the original issuance of the
Initial Notes.




     “Losses” shall have the meaning set forth in Section 5(d) hereof.




     “Majority Holders” shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Notes; provided
that whenever the consent or approval of Holders of a specified
percentage of Registrable Notes is required hereunder, Registrable Notes
held by the Company or any of its affiliates (as such term is defined in
Rule 405 under the 1933 Act) shall not be counted in determining whether
such consent or approval was given by the Holders of such required
percentage or amount.



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     “NASD” shall mean the National Association of Securities Dealers,
Inc.




     “NASD Rules” shall mean the rules and regulations promulgated by the
NASD.




     “Participating Broker-Dealer” shall have the meaning set forth in
Section 4(a) hereof.




     “Person” shall mean an individual, partnership, limited liability
company, corporation, trust or unincorporated organization, or a
government or agency or political subdivision thereof.




     “Prospectus” shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus
as amended or supplemented by any prospectus supplement, including a
prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Notes covered by a Shelf Registration
Statement, or Exchange Notes covered by an Exchange Offer Registration
Statement, and other amendments and supplements to such prospectus,
including by way of post-effective amendments to the related Registration
Statement, and in each case including all material incorporated by
reference therein.




     “Registrable Notes” shall mean the Initial Notes; provided, however,
that the Initial Notes shall cease to be Registrable Notes upon the
earliest to occur of (i) an exchange of the Initial Notes for Exchange
Notes upon consummation of the Exchange Offer, (ii) a Registration
Statement with respect to such Initial Notes having been declared
effective under the 1933 Act and such Initial Notes having been disposed
of pursuant to such Registration Statement, (iii) such Initial Notes
having been sold to the public pursuant to Rule 144(k) (or any similar
provision then in force, but not Rule 144A) under the 1933 Act or (iv)
such Initial Notes having ceased to be outstanding.




     “Registration Default” shall have the meaning set forth in Section
2(d) hereof.




     “Registration Expenses” shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement,
including without limitation: (i) all SEC, stock exchange or NASD
registration and filing fees, (ii) all fees and expenses incurred in
connection with compliance with state securities or blue sky laws
(including reasonable fees and disbursements of counsel in connection
with blue sky qualification of any of the Exchange Notes or Registrable
Notes), (iii) all expenses of any Persons in preparing or assisting in
preparing, word processing, printing and distributing of any Registration
Statement, any Prospectus, any amendments or supplements thereto, any
underwriting agreements and other documents relating to the performance
of and compliance with this Agreement, (iv) all rating agency fees, (v)
all fees and disbursements relating to the qualification of the Indenture
under applicable securities laws, (vi) the fees and disbursements of the
Trustee and its counsel, (vii) the fees and disbursements of counsel for
the Company and, in the case of a Shelf Registration Statement, the fees
and disbursements of one counsel for the Holders (which counsel
shall be selected by the Majority Holders and which counsel may also
be counsel for the Initial Purchasers) and (viii) the fees and
disbursements of the independent public



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accountants of the Company,
including the expenses of any special audits or “cold comfort” letters
required by or incident to such performance and compliance, but excluding
fees and expenses of counsel to the underwriters (other than fees and
expenses set forth in clause (ii) above) or the Holders and underwriting
discounts and commissions and transfer taxes, if any, relating to the
sale or disposition of Registrable Notes by a Holder.




     “Registration Statement” shall mean any registration statement of
the Company that covers any of the Registrable Notes or the Exchange
Notes or pursuant to the provisions of this Agreement (including any
Exchange Offer Registration Statement and Shelf Registration Statement)
and all amendments and supplements to any such Registration Statement,
including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.




     “SEC” shall mean the U.S. Securities and Exchange Commission.




     “Shelf Registration” shall mean a registration effected pursuant to
Section 2(b) hereof.




     “Shelf Registration Statement” shall mean a “shelf” registration
statement of the Company pursuant to the provisions of Section 2(b) of
this Agreement which covers all of the Registrable Notes (but no other
securities unless approved by the Holders whose Registrable Notes are
covered by such Shelf Registration Statement) on an appropriate form
under Rule 415 under the 1933 Act, or any similar rule that may be
adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.




     “TIA” shall have the meaning set forth in Section 3(l) of this
Agreement.




     “Trustee” shall have the meaning set forth in the first paragraph of
this Agreement and shall also include the Trustee’s successors.




     “Underwriters” shall have the meaning set forth in the last
paragraph of Section 3 hereof.




     “Underwritten Offering” shall mean a registration under the 1933 Act
in which Registrable Notes are sold to an Underwriter for reoffering to
the public.



          All references in this Agreement to financial statements and schedules and
other information which is “contained,” “included,” or “stated” in any
Registration Statement, any preliminary Prospectus or Prospectus (and all other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
or deemed to be incorporated by reference in such Registration Statement,
preliminary Prospectus or Prospectus, as the case may be; and all references in
this Agreement to
amendments or supplements to the Registration Statement, any preliminary
Prospectus or Prospectus shall be deemed to mean and include any document filed
with the SEC under the



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1934 Act, after the date of such Registration Statement,
preliminary Prospectus or Prospectus, as the case may be, which is incorporated
or deemed to be incorporated by reference therein.



          2. Registration Under the 1933 Act.



          (a) To the extent not prohibited by any applicable law or applicable
interpretation of the SEC staff, the Company shall use its reasonable best
efforts (i) to file with the SEC on or prior to the
120th calendar day after
the Issue Date an Exchange Offer Registration Statement covering the offer by
the Company to the Holders to exchange all of the Registrable Notes for
Exchange Notes (the “Exchange Offer”), (ii) to cause such Exchange Offer
Registration Statement to be declared effective on or prior to the
180th
calendar day after the Issue Date and (iii) to have such Exchange Offer
Registration Statement remain effective until the closing of the Exchange
Offer. The Company shall commence the Exchange Offer promptly after the
Exchange Offer Registration Statement has been declared effective by the SEC
and use its reasonable best efforts to have the Exchange Offer consummated on
or prior to the 45th calendar day after the Exchange Offer Registration
Statement is declared effective by the SEC. The Company shall commence the
Exchange Offer by mailing, or causing to be mailed, the Prospectus forming a
part of the Exchange Offer Registration Statement and the accompanying
documents to each Holder stating, in addition to such other disclosures as are
required by applicable law:




     (i) that the Exchange Offer is being made pursuant to this Agreement
and that all Registrable Notes validly tendered will be accepted for
exchange;




     (ii) the dates of acceptance for exchange (which shall be a period
of at least 20 Business Days from the date such notice is mailed) (the
“Exchange Date”);




     (iii) that, subject to the limited exceptions set forth herein, any
Registrable Notes not tendered in the Exchange Offer will remain
outstanding and will continue to accrue interest, but will not retain any
rights under this Agreement;




     (iv) that Holders electing to have a Registrable Note exchanged
pursuant to the Exchange Offer will be required to surrender such
Registrable Note, together with the relevant letters of transmittal and
related documents, to the institution and at the address (located in the
Borough of Manhattan, The City of New York) specified in the Prospectus
forming a part of the Exchange Offer Registration Statement prior to the
close of business on the last Exchange Date; and




     (v) that Holders will be entitled to withdraw their election, not
later than the close of business on the last Exchange Date, by sending to
the institution and at the address (located in the Borough of Manhattan,
The City of New York) specified in the Prospectus forming a part of the
Exchange Offer Registration Statement a telegram, telex, facsimile
transmission or letter setting forth the name of such Holder, the
principal amount of Registrable Notes delivered for exchange and a
statement that such Holder is
withdrawing his election to have such Registrable Notes exchanged
and the principal amount of Registrable Notes subject to the withdrawal
notice.



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               Promptly after the last Exchange Date, the Company shall:




     (i) accept for exchange Registrable Notes or portions thereof
validly tendered and not withdrawn pursuant to the Exchange Offer; and




     (ii) deliver, or cause to be delivered, to the Trustee for
cancellation all Registrable Notes or portions thereof so accepted for
exchange by the Company and issue, and cause the Trustee to promptly
authenticate and mail to each Holder, Exchange Notes equal in principal
amount to the principal amount of the Registrable Notes tendered by such
Holder and accepted for exchange pursuant to the Exchange Offer.



          The Company shall use its reasonable best efforts to complete the Exchange
Offer as provided above and shall comply with the applicable requirements of
the 1933 Act, the 1934 Act and other applicable laws, rules and regulations in
connection with the Exchange Offer. The Exchange Offer shall not be subject to
any conditions, other than that the Exchange Offer does not violate applicable
law or any applicable interpretation of the SEC staff.



          Each Holder participating in the Exchange Offer shall be required to
represent to the Company that (i) any Exchange Notes received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Registrable Notes or the Exchange Notes within the meaning
of the 1933 Act, and (iii) such Holder is not an “affiliate,” as defined in
Rule 405 of the 1933 Act, of the Company, nor a broker-dealer tendering
Registrable Notes acquired directly from the Company or one of its affiliates
(as defined in Rule 405 of the 1933 Act). If a Holder participating in the
Exchange Offer is a broker-dealer, it will be required to represent that the
Registrable Notes were acquired as a result of market-making activities or
other trading activities and that it will deliver a Prospectus in connection
with any resale of such Exchange Notes. Each such Holder, whether or not it is
a broker-dealer, shall also represent that it is not acting on behalf of any
person that could not truthfully make any of the foregoing representations
contained in this paragraph.



          Upon consummation of the Exchange Offer in accordance with this Section
2(a), the provisions of this Agreement shall continue to apply (to the extent
applicable) solely with respect to Registrable Notes, as provided in (and
subject to) Sections 2(b)(iii), 2(b)(iv) and 2(b)(v) hereof, and the Company
shall have no further obligation to register Initial Notes pursuant to Section
2(b) hereof.



          (b) In the event that (i) changes in the law or the applicable
interpretations of the SEC staff do not permit the Company to effect the
Exchange Offer Registration, (ii) the Exchange Offer is not for any other
reason consummated by on or prior to the 225th calendar day (or, if such 225th
day is not a Business Day, the first Business Day thereafter) after the Issue
Date, or (iii) an Initial Purchaser so requests with respect to the Registrable
Notes held by it not eligible to be exchanged for Exchange Notes in the
Exchange Offer Registration and held by it following the consummation of the
Exchange Offer, (iv) any applicable law or interpretations do
not permit any Holder to participate in the Exchange Offer, or (v) any
Holder that participates in the Exchange Offer does not receive freely
transferable Exchange Notes in exchange for tendered Registrable Notes, the
Company shall, at no cost to the Holders of the Registrable



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Notes, as promptly
as practicable (but in any event within 30 calendar days of the date on which
it is determined that any of (i), (ii), (iii), (iv) or (v) shall exist or 255
calendar days after the Issue Date, whichever is earlier), file with the SEC a
Shelf Registration Statement (or, if required by applicable law or the
interpretations of the SEC staff, additional Shelf Registration Statements)
providing for the sale by the Holders of all of the Registrable Notes (in the
case of clause (i) or (ii) above) or by the relevant Holders of the Registrable
Notes (in the case of clauses (iii), (iv) and (v) above) and use its reasonable
best efforts to cause such Shelf Registration Statement(s) to be declared
effective by the SEC on or prior to the 90th calendar day after the date on
which it is determined that any of clause (i), (ii), (iii), (iv) or (v) of this
Section 2(b) exists. In the event the Company is required to file a Shelf
Registration Statement solely as a result of the matters referred to in clause
(iii) of the preceding sentence, the Company shall use its reasonable best
efforts to file and have declared effective by the SEC both an Exchange Offer
Registration Statement pursuant to Section 2(a) hereof with respect to all
Registrable Notes and such Shelf Registration Statement (which may be a
combined Registration Statement with the Exchange Offer Registration Statement)
with respect to offers and sales of Registrable Notes held by the Holders after
completion of the Exchange Offer. The Company agrees to use its reasonable
best efforts to keep the Shelf Registration Statement continuously effective
until the expiration of the period referred to in Rule 144(k) under the 1933
Act with respect to the Registrable Notes or such shorter period that will
terminate when all of the Registrable Notes covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement or may be
freely sold pursuant to Rule 144(k) under the 1933 Act. The Company further
agrees to supplement or amend the Shelf Registration Statement or file
additional Shelf Registration Statements if required by the rules, regulations
or instructions applicable to the registration form used by the Company for
such Shelf Registration Statement or by the 1933 Act or by the SEC staff or by
any other rules and regulations thereunder for shelf registration or if
reasonably requested by a Holder with respect to information relating to such
Holder, and to use its best efforts to cause any such amendment to become
effective and such Shelf Registration Statement(s) to become usable as soon as
thereafter practicable. Upon written request, the Company agrees to furnish to
such Holders copies of any such supplement or amendment to the Shelf
Registration Statement promptly after it is filed with the SEC.



          (c) The Company shall pay all Registration Expenses in connection with the
registration pursuant to Section 2(a) and Section 2(b). Each Holder shall pay
all underwriting discounts and commissions and transfer taxes, if any, relating
to the sale or disposition of such Holder’s Registrable Notes pursuant to a
Shelf Registration Statement. For purposes of this Agreement, the Company will
be deemed not to have used its reasonable best efforts to cause the Exchange
Offer Registration Statement or the Shelf Registration Statement, as the case
may be, to be filed or to become, or to remain, effective during the requisite
periods if it voluntarily takes any action that would result in any such
Registration Statement not being declared effective or in the Holders of
Registrable Notes covered thereby not being able to exchange or offer and sell
such Registrable Notes during that period unless (A) such action is required by
applicable law or (B) such action is taken by the Company in good faith and for
valid business reasons (not including avoidance of the Company’s obligations
hereunder), including the acquisition or
divestiture of assets, so long as the Company promptly complies with the
requirements of Section 3(i) hereof, if applicable.



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     (d) An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC; provided, however, that, if, after it has been declared effective, the
offering of Registrable Notes pursuant to a Shelf Registration Statement is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, such Shelf Registration
Statement will be deemed not to have become effective during the period of such
interference until the offering of Registrable Notes pursuant to such
Registration Statement may legally resume. In the event (i) the Exchange Offer
Registration Statement is not filed with the SEC on or prior to the 120th
calendar day after the Issue Date, (ii) the Exchange Offer Registration
Statement has not been declared effective by the SEC on or prior to the 180th
calendar day after the Issue Date, (iii) the Exchange Offer has not been
consummated on or prior to the 45th calendar day following the date the
Exchange Offer Registration Statement is declared effective by the SEC, or (iv)
if required under the terms of this Agreement, a Shelf Registration Statement
is not filed and declared effective by the SEC within the time periods referred
to in Section 2(b) hereof (each of the events described in the above paragraphs
(i) through (iv) being referred to as a “Registration Default”), the interest
rate on the Initial Notes will be increased by 0.25% per annum from and
including the date on which any such Registration Default shall occur to but
excluding the date on which the Registration Default is cured. In the event
that the Shelf Registration Statement required to be effective pursuant to
Section 2(b) hereof (A) ceases to be effective or becomes unusable for its
intended purpose at any time during the period specified by Section 2(b) hereof
without being succeeded within 30 calendar days by a Prospectus supplement, if
applicable, or a post-effective amendment to the Shelf Registration Statement
or a new Shelf Registration Statement that is declared effective by the SEC, or
(B) ceases to be effective or usable for more than 60 days, whether or not
consecutive, during any 12-month period, the interest rate borne by the Initial
Notes also shall be increased by 0.25% per annum, in the case of (A), from and
including the 31st calendar day to but excluding the date that a Prospectus
supplement, if applicable, or a post-effective amendment to the Shelf
Registration Statement or a new Shelf Registration Statement succeeds the
original Shelf Registration Statement which is usable by Holders for purposes
of resales of their Registrable Notes and, in the case of (B), from and
including the 61st day after the applicable 12-month period such Shelf
Registration Statement ceases to be effective until such time as the Shelf
Registration Statement again becomes effective. The maximum aggregate increase
in the interest rate will in no event exceed 0.25%. Any amounts payable under
this Section 2(d) shall be deemed “Additional Interest” for purposes of this
Agreement. All calculations pursuant to this Section 2(d) shall be carried out
to five decimal places. The Additional Interest due shall be payable on each
Interest Payment Date to the record Holder entitled to receive the interest
payment to be paid on such Interest Payment Date as set forth in the Indenture.
Additional Interest shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months. All of the Company’s obligations under
this Section 2(d) shall survive termination of this Agreement.



     (e) The Company shall immediately notify the Trustee when an event occurs
in respect of which Additional Interest is required to be paid (an “Event
Date”).



     (f) Without limiting the remedies available to the Holders, the Company
acknowledges that any failure by the Company to comply with its obligations
under Section 2(a) and Section 2(b) hereof may result in material irreparable
injury to each Holder for which there



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is no adequate remedy at law, that it
will not be possible to measure damages for such injuries precisely and that,
in the event of any such failure, any Holder may obtain such relief as may be
required to specifically enforce the Company’s obligations under Section 2(a)
and Section 2(b) hereof.



          3. Registration Procedures.



          In connection with the obligations of the Company with respect to the
Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the
Company shall as reasonably expeditiously as possible:




     (a) prepare and file with the SEC a Registration Statement (or, if
required by applicable law or the interpretations of the SEC staff,
additional Registration Statements) on the appropriate form under the
1933 Act, which form (x) shall be selected by the Company, (y) shall, in
the case of a Shelf Registration, be available for the sale of the
Registrable Notes by the selling Holders thereof and (z) shall comply as
to form in all material respects with the requirements of the applicable
form and include all financial statements required by the SEC to be filed
therewith, and use its reasonable best efforts to cause such Registration
Statement to become effective and remain effective in accordance with
Section 2 hereof;




     (b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to (x) keep
such Registration Statement effective for the applicable period under
this Agreement, (y) cause each Prospectus to be supplemented by any
required prospectus supplement and, as so supplemented, to be filed
pursuant to Rule 424 under the 1933 Act and (z) to keep each Prospectus
current during the period described under Section 4(3) and Rule 174 under
the 1933 Act that is applicable to transactions by brokers or dealers
with respect to the Registrable Notes or Exchange Notes;




     (c) in the case of a Shelf Registration, (x) notify the Holders of
Registrable Notes, at least five Business Days prior to filing, that a
Shelf Registration Statement with respect to the Registrable Notes is
being filed and advising such Holders that the distribution of
Registrable Notes will be made in accordance with the method selected by
the Majority Holders participating in the Shelf Registration; (y) furnish
to each Holder of Registrable Notes, to counsel for the Holders and to
each Underwriter of an Underwritten Offering of Registrable Notes, if
any, and each such Underwriter’s counsel, without charge, as many copies
of each Prospectus, including each preliminary Prospectus, if any, and
any amendment or supplement thereto and such other documents as such
Holder or Underwriter may reasonably request, in order to facilitate the
public sale or other disposition of the Registrable Notes; and (z)
consent to the use of any Prospectus and any amendment or supplement
thereto in accordance with applicable law by each of the
selling Holders of Registrable Notes and any such Underwriters in
connection with the offering and sale of the Registrable Notes covered by
and in the manner described in such Prospectus or any amendment or
supplement thereto in accordance with applicable law;



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     (d) use its reasonable best efforts to register or qualify the
Registrable Notes under all applicable state securities or “blue sky”
laws of such jurisdictions as any Holder of Registrable Notes covered by
a Registration Statement shall reasonably request in writing by the time
the applicable Registration Statement is declared effective by the SEC,
to cooperate with such Holders in connection with any filings required to
be made with the NASD and do any and all other acts and things which may
be reasonably necessary or advisable to enable such Holder to consummate
the disposition in each such jurisdiction of such Registrable Notes owned
by such Holder; provided, however, that the Company shall not be required
to (i) qualify as a foreign corporation or as a dealer in securities in
any jurisdiction where it would not otherwise be required to qualify but
for this Section 3(d), (ii) file any general consent to service of
process or (iii) subject itself to taxation in excess of a nominal dollar
amount in any such jurisdiction if it is not otherwise so subject;




     (e) in the case of a Shelf Registration, notify each Holder of
Registrable Notes, if requested by any such Holder, confirm such advice
in writing (i) when a Shelf Registration Statement has become effective
and when any post-effective amendment thereto has been filed and becomes
effective, (ii) of any request by the SEC or any state securities
authority for amendments and supplements to a Shelf Registration
Statement and Prospectus or for material additional information after the
Shelf Registration Statement has become effective, (iii) of the issuance
by the SEC or any state securities authority of any stop order suspending
the effectiveness of a Shelf Registration Statement or the initiation of
any proceedings for that purpose, (iv) if, between the effective date of
a Shelf Registration Statement and the closing of any sale of Registrable
Notes covered thereby, the representations and warranties of the Company
contained in any underwriting agreement, securities sales agreement or
other similar agreement, if any, relating to the offering cease to be
true and correct in all material respects or if the Company receives any
notification with respect to the suspension of the qualification (or
exemption from qualification) of the Registrable Notes or the Exchange
Notes, as the case may be, for sale in any jurisdiction or the initiation
of any proceeding for such purpose, (v) of the happening of any event
during the period a Shelf Registration Statement is effective which makes
any statement made in such Shelf Registration Statement or the related
Prospectus untrue in any material respect or which requires the making of
any changes in such Shelf Registration Statement or Prospectus in order
to make the statements therein (in the case of the Prospectus, in light
of circumstances under which they were made) not misleading and (vi) of
any determination by the Company that a post-effective amendment to a
Shelf Registration Statement would be appropriate;




     (f) make every reasonable effort to obtain (i) the withdrawal of any
order suspending the effectiveness of a Registration Statement and (ii)
the lifting of any suspension of the qualification (or exemption from
qualification) of any of the Registrable Notes or the Exchange Notes, as
the case may be, for offer or sale in any jurisdiction in which they have
been qualified for sale, in each case at the earliest possible
moment and provide immediate notice to each Holder of the withdrawal
of any such order;



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     (g) in the case of a Shelf Registration, upon written request,
furnish to each Holder of Registrable Notes, without charge, at least one
conformed copy of each Shelf Registration Statement and any
post-effective amendment thereto (without documents incorporated therein
by reference or exhibits thereto, unless requested);




     (h) in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Notes to facilitate the timely preparation and
delivery of certificates representing Registrable Notes to be sold and
not bearing any restrictive legends and enable such Registrable Notes to
be in such denominations (consistent with the provisions of the
Indenture) and registered in such names as the selling Holders may
reasonably request at least two Business Days prior to the closing of any
sale of Registrable Notes;




     (i) in the case of a Shelf Registration, upon the occurrence of any
event contemplated by Section 3(e)(v) or 3(e)(vi) hereof, use its best
efforts to prepare and file with the SEC a supplement or post-effective
amendment to a Shelf Registration Statement or the related Prospectus or
any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to the purchasers of the
Registrable Notes, such Prospectus will not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading. The Company agrees to notify the Holders to
suspend use of the Prospectus as promptly as practicable after the
occurrence of such an event, and the Holders hereby agree to suspend use
of the Prospectus until the Company has amended or supplemented the
Prospectus to correct such misstatement or omission;




     (j) within a reasonable time prior to the filing of any Shelf
Registration Statement, any Prospectus included therein, any amendment to
a Shelf Registration Statement or amendment or supplement to a Prospectus
included therein, provide copies of such document to the Initial
Purchasers, and shall not at any time file or make any amendment to the
Shelf Registration Statement, any Prospectus included therein or any
amendment of or supplement to a Shelf Registration Statement or a
Prospectus included therein, of which the Initial Purchasers and their
counsel shall not have previously been advised and furnished a copy or to
which the Initial Purchasers or their counsel shall reasonably object;




     (k) obtain a CUSIP number for all Exchange Notes or Registrable
Notes, as the case may be, and cause to be authenticated and delivered to
the Trustee global certificates for such Exchange Notes or Registrable
Notes, in a form eligible for deposit with The Depository Trust Company,
by the date the Exchange Offer is consummated or the effective date of
the initial Shelf Registration Statement, whichever is earlier;




     (l) cause the Indenture to be qualified under the Trust Indenture
Act of 1939, as amended (the “TIA”), in connection with the registration
of the Exchange Notes or
Registrable Notes, as the case may be, cooperate with the Trustee
and the Holders to effect such changes to the Indenture as may be
required for the Indenture to be so qualified in accordance with the
terms of the TIA and execute, and use its best efforts to



11









 






cause the
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 the Indenture to be so qualified in a timely manner;




     (m) in the case of a Shelf Registration, upon execution of customary
confidentiality agreements reasonably satisfactory to the Company and its
counsel make available for inspection by a representative of the Holders
of the Registrable Notes, any Underwriter participating in any
disposition pursuant to such Shelf Registration Statement, and attorneys
and accountants designated by the Holders, at reasonable times and in a
reasonable manner, all financial and other records, pertinent documents
and properties of the Company, and cause the respective officers,
directors and employees of the Company to supply all information
reasonably requested by any such representative, Underwriter, attorney or
accountant in connection with a Shelf Registration Statement as shall be
necessary to enable such persons to conduct a reasonable investigation
within the meaning of Section 11 of the 1933 Act;




     (n) use its reasonable best efforts to cause the Exchange Notes and
Registrable Notes, as the case may be, to be rated by two nationally
recognized statistical rating organizations (as such term is defined in
Rule 436(g)(2) under the 1933 Act);




     (o) if reasonably requested by any Holder of Registrable Notes
covered by a Registration Statement, (i) promptly incorporate in a
Prospectus supplement or post-effective amendment such information with
respect to such Holder as such Holder reasonably requests to be included
therein and (ii) make all required filings of such Prospectus supplement
or such post-effective amendment as soon as reasonably practicable after
the Company has received notification of the matters to be incorporated
in such filing;




     (p) in the case of a Shelf Registration, enter into such customary
agreements and take all such other actions in connection therewith
(including those requested by the Holders of a majority of the
Registrable Notes being sold pursuant to such Shelf Registration
Statement) in order to expedite or facilitate the disposition of such
Registrable Notes including, but not limited to, an Underwritten Offering
and in such connection, (i) to the extent possible, make such
representations and warranties to the Holders and any Underwriters of
such Registrable Notes with respect to the business of the Company and
its subsidiaries, the Registration Statement, Prospectus and documents
incorporated by reference or deemed incorporated by reference therein, if
any, in each case, in form, substance and scope as are customarily made
by issuers to underwriters in underwritten offerings and confirm the same
if and when requested, (ii) obtain opinions of counsel to the Company
(which counsel and opinions, in form, scope and substance, shall be
reasonably satisfactory to the Holders of a majority in principal amount
of Registrable Notes being sold and such Underwriters and their
respective counsel) addressed to each selling Holder and Underwriter of
Registrable Notes, covering the matters customarily covered in opinions
requested in underwritten offerings, (iii) obtain
“cold comfort” letters from the independent certified public
accountants of the Company (and, if necessary, any other certified public
accountant of any subsidiary of the Company, or of any business acquired
by the Company for which financial statements



12









 






and financial data are or
are required to be included in the Registration Statement) addressed to
each Underwriter of Registrable Notes, and use its best efforts to have
such letter addressed to the selling Holders, such letters to be in
customary form and covering matters of the type customarily covered in
“cold comfort” letters in connection with underwritten offerings, and
(iv) deliver such documents and certificates as may be reasonably
requested by the Holders of a majority in principal amount of the
Registrable Notes being sold or the Underwriters, and which are
customarily delivered in underwritten offerings, to evidence the
continued validity of the representations and warranties of the Company
made pursuant to clause (i) above and to evidence compliance with any
customary conditions contained in an underwriting agreement; provided,
that if an underwriting agreement is entered into, cause the same to
contain indemnification provisions and procedures no less favorable than
those set forth in Section 5 hereof (or such other provisions and
procedures acceptable to the Majority Holders and the Underwriters, if
any), with respect to all parties to be indemnified pursuant to Section 5
hereof;




     (q) in the event that any broker-dealer shall underwrite any
Registrable Notes or participate as a member of an underwriting syndicate
or selling group or “assist in the public distribution” (within the
meaning of the NASD Rules) thereof, whether as a Holder of such
Registrable Notes or as an underwriter, a placement or sales agent or a
broker or dealer in respect thereof, or otherwise, the Company shall
assist such broker-dealer in complying with the NASD Rules, including,
without limitation, by:




(i) if the NASD Rules shall so require, engaging a “qualified
independent underwriter” (as defined in the NASD Rules) to
participate in the preparation of the Shelf Registration Statement,
to exercise usual standards of due diligence with respect thereto
and, if any portion of the offering contemplated by the Shelf
Registration Statement is an underwritten offering or is made
through a placement or sales agent, to recommend the price of such
Registrable Notes;




(ii) indemnifying any such qualified independent underwriter to the
extent of the indemnification of Holders provided in Section 5
hereof; and




(iii) providing such information to such broker-dealer as may be
required in order for such broker-dealer to comply with the
requirements of the NASD Rules.



          The Company shall use its best efforts to comply with all applicable rules
and regulations of the SEC and shall make generally available to its security
holders an earning statement satisfying the provisions of Section 11(a) of the
Act and Rule 158 promulgated by the SEC thereunder (or any similar rule
promulgated under the 1933 Act) for a 12-month period commencing on the first
day of the first fiscal quarter of the Company commencing after the effective
date of any Shelf Registration Statement or each post-effective amendment to
any Shelf Registration Statement, which such statements shall be made available
no later than 45 days after the end of the 12-month period or 90 days after the
end of the 12-month period, if the 12-month
period coincides with the fiscal year of the Company, or such shorter
period as required under the 1933 Act or 1934 Act and the rules and regulations
promulgated thereunder.



13









 





          In the case of a Shelf Registration Statement, the Company may require
each Holder of Registrable Notes to furnish to the Company such information
regarding the Holder and the proposed distribution by such Holder of such
Registrable Notes as the Company may from time to time reasonably request in
writing for inclusion in such Shelf Registration Statement. The Company may
exclude from such Shelf Registration Statement the Registrable Notes of any
Holder who fails to furnish such information within a reasonable time after
receiving such request.



          In the case of a Shelf Registration Statement, each Holder agrees that,
upon receipt of any notice from the Company of the happening of any event of
the kind described in Section 3(e)(v) or 3(e)(vi) hereof, such Holder will
forthwith discontinue disposition of Registrable Notes pursuant to a Shelf
Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if
so directed by the Company, such Holder will deliver to the Company (at the
Company’s expense) all copies in its possession, other than permanent file
copies then in such Holder’s possession, of the Prospectus covering such
Registrable Notes current at the time of receipt of such notice, provided that
the foregoing shall not prevent the sale, transfer or other disposition of
Registrable Notes by a Holder in a transaction which is exempt from, or not
subject to, the registration requirements of the 1933 Act, so long as such
Holder does not and is not required to deliver the applicable Prospectus or
Shelf Registration Statement in connection with such sale, transfer or other
disposition, as the case may be; and provided, further, that the provisions of
this paragraph shall not prevent the occurrence of an Event Date or otherwise
limit the obligations of the Company to pay Additional Interest. If the
Company shall give any such notice to suspend the disposition of Registrable
Notes pursuant to a Registration Statement, the Company shall extend the period
during which the Registration Statement shall be maintained effective pursuant
to this Agreement by the number of days during the period from and including
the date of the giving of such notice to and including the date when the
Holders shall have received copies of the supplemented or amended Prospectus
necessary to resume such dispositions.



          The Holders of Registrable Notes covered by a Shelf Registration Statement
who desire to do so may sell such Registrable Notes in an Underwritten
Offering. In any such Underwritten Offering, the investment banker or
investment bankers and manager or managers (the “Underwriters”) that will
administer the offering will be selected by the Majority Holders of the
Registrable Notes included in such offering, subject to the consent of the
Company (which shall not be unreasonably withheld).



          4. Participation of Broker-Dealers in Exchange Offer.



          (a) The SEC staff has taken the position that any broker-dealer that
receives Exchange Notes for its own account in the Exchange Offer in exchange
for Initial Notes that were acquired by such broker-dealer as a result of
market-making or other trading activities (a “Participating Broker-Dealer”),
may be deemed to be an “underwriter” within the meaning of
the 1933 Act and must deliver a prospectus meeting the requirements of the
1933 Act in connection with any resale of such Exchange Notes.



          The Company understands that it is the SEC staff’s position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a
plan of distribution



14









 







containing a statement to the above effect and the means
by which Participating Broker-Dealers may resell the Exchange Notes, without
naming the Participating Broker-Dealers or specifying the amount of Exchange
Notes owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the 1933
Act in connection with resales of Exchange Notes for their own accounts, so
long as the Prospectus otherwise meets the requirements of the 1933 Act.



          (b) In light of Section 4(a) hereof, notwithstanding the other provisions
of this Agreement, the Company agrees that the provisions of this Agreement as
they relate to a Shelf Registration shall also apply to an Exchange Offer
Registration to the extent, and with such reasonable modifications thereto as
may be, reasonably requested by one or more Participating Broker-Dealers, in
each case as provided in clause (ii) below, in order to expedite or facilitate
the disposition of any Exchange Notes by Participating Broker-Dealers
consistent with the positions of the SEC staff recited in Section 4(a) hereof;
provided that:




     (i) the Company shall not be required to amend or supplement the
Prospectus contained in the Exchange Offer Registration Statement, as
would otherwise be contemplated by Section 3(i) hereof, for a period
exceeding 90 days after the last Exchange Date (as such period may be
extended pursuant to the penultimate paragraph of Section 3 hereof) and
Participating Broker-Dealers shall not be authorized by the Company to
deliver and shall not deliver such Prospectus after such period in
connection with the resales contemplated by this Section 4;




     (ii) the application of the Shelf Registration procedures set forth
in Section 3 hereof to an Exchange Offer Registration, to the extent not
required by the positions of the SEC staff or the 1933 Act and the rules
and regulations thereunder, will be in conformity with the reasonable
request in writing to the Company by one or more broker-dealers who
certify to the Company in writing that they anticipate that they will be
Participating Broker-Dealers; and provided further that, in connection
with such application of the Shelf Registration procedures set forth in
Section 3 hereof to an Exchange Offer Registration, the Company shall be
obligated (x) to deal only with the Initial Purchasers representing the
Participating Broker-Dealers, unless the Initial Purchasers elect not to
act as such representatives, (y) to pay the fees and expenses of only one
counsel representing the Participating Broker-Dealers, which shall be
counsel to the Initial Purchasers unless such counsel elects not to so
act, and (z) to cause to be delivered only one, if any, “cold comfort”
letter with respect to the Prospectus in the form existing on the last
Exchange Date and with respect to each subsequent amendment or
supplement, if any, effected during the period specified in clause (i)
above.



          (c) None of the Initial Purchasers shall have any liability to the Company
or any Holder with respect to any request that it may make pursuant to Section
4(b) above.



          5. Indemnification and Contribution.



     (a) The Company will indemnify and hold harmless each Holder (including,
if applicable, the Initial Purchasers, Participating Broker-Dealers and each
underwriter who participates in an offering of Registrable Notes) and each
Person who controls such Holder



15









 







within the meaning of either the 1933 Act or
the 1934 Act against any losses, claims, damages or liabilities, joint or
several, to which any of them may become subject, under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement, or in any Prospectus, or any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, and will
reimburse each such party for any legal or other expenses reasonably incurred
by such party in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, (i) that the Company
shall 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 Holder Information
(including, if applicable, Holder Information furnished by the Initial
Purchasers, Participating Broker-Dealers and each underwriter who participates
in an offering of Registrable Notes), (ii) that with respect to any untrue
statement or omission of material fact made in any Shelf Registration
Statement, or in any Prospectus, the indemnity agreement contained in this
Section 5(a) shall not inure to the benefit of the Holder or any person who
controls the Holder within the meaning of either the 1933 Act or the 1934 Act
from whom the person asserting any such loss, claim, damage or liability
purchased the securities concerned, to the extent that any such loss, claim,
damage or liability of the Holders occurs under the circumstance where it shall
have been established that (w) the Company had previously furnished copies of
the Prospectus, and any amendments and supplements thereto, to the Holder, (x)
delivery of the Prospectus, and any amendment or supplements thereto, was
required by the 1933 Act to be made to such person, (y) the untrue statement or
omission of a material fact contained in the Prospectus was corrected in
amendments or supplements thereto, and (z) there was not sent or given to such
person, at or prior to the written confirmation of the sale of such securities
to such person, a copy of such amendments or supplements to the Prospectus, and
(iii) except as otherwise provided in Section 5(c), the Company will not be
liable for any such loss, claim, damage or liability in connection with any
settlement of any pending or threatened litigation or any pending or threatened
governmental agency investigation or proceeding if that settlement is effected
without the prior written consent of the Company, which consent shall not be
unreasonably withheld. This indemnity agreement will be in addition to any
liability that the Company may otherwise have.



     (b) Each Holder (including, if applicable, the Initial Purchasers,
Participating Broker-Dealers and each underwriter who participates in an
offering of Registrable Notes), severally and not jointly, agrees to indemnify
and hold harmless the Company and each person who controls the Company within
the meaning of either the 1933 Act or the 1934 Act, to the same extent as the
foregoing indemnity from the Company to the Holders and agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
loss, claim, damage, liability
or action, but only with reference to Holder Information supplied by such
Holder. This indemnity agreement will be in addition to any liability that such
Holder may otherwise have.



     (c) Promptly after receipt by an indemnified party under this Section 5 of
notice of the commencement of any action or proceeding (including any
governmental investigation), such indemnified party will, if a claim for
indemnification in respect thereof is to be made against the indemnifying party
under Section 5(a) or 5(b) hereof, notify the



16









 







indemnifying party in writing of
the commencement thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party otherwise than under Section 5(a) or 5(b) hereof to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this
indemnity agreement. In case any such action or proceeding 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 (jointly with any other indemnifying party similarly notified), and to
the extent that it may elect, by written notice, delivered to such indemnified
party promptly after receiving the aforesaid notice from such indemnified
party, to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party; provided, however, that if the defendants (including
any impleaded parties) in any such action include both the indemnified party
and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available
to the indemnifying party, the indemnified party or parties shall have the
right to select separate counsel to defend such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of its election so to appoint counsel to defend
such action and approval by the indemnified party of such counsel, the
indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses 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 next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expense of more than one
separate counsel (in addition to any local counsel), approved by the Holders in
the case of paragraph (a) of this Section 5, representing the indemnified
parties under such paragraph (a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice or commencement of the action, (iii) the indemnifying party
has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party, or (iv) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest; and except that, if clause (i) or (iii) is
applicable, such liability shall be only in respect of the counsel referred to
in such clause (i) or (iii). An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise
or consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding. If at any
time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as
contemplated by this Section 5(c), the
indemnifying party agrees that it shall be liable for any settlement of
any proceeding effected by the indemnified party without its consent if (i)
such settlement is entered into more than 30 days after receipt by such
indemnifying party of such request for reimbursement and (ii) such indemnifying
party shall not have reimbursed the indemnified person in accordance with such
request prior to the date of any settlement.



17









 





     (d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section 5 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, each indemnifying party (severally and not
jointly) agrees to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) (collectively, “Losses”) to
which the indemnified party may be subject in such proportion as is appropriate
to reflect the relative benefits received by the Company from the offering and
sale of the Initial Notes, on the one hand, and a Holder with respect to the
sale by such Holder of Registrable Notes pursuant to the Registration Statement
which resulted in such Losses, on the other hand; provided, however, that in no
case shall an indemnifying party under Section 5(b) hereof who is a Holder and
who is also a Initial Purchaser be required to contribute any amount in excess
of the total price at which the Initial Notes were sold by it in accordance
with the Purchase Agreement, nor shall any indemnifying party who is a Holder
and who is also an Underwriter be responsible for any amount in excess of the
underwriting discount or commission applicable to the Registrable Notes
purchased by such Underwriter under the Registration Statement which resulted
in such Losses, nor shall any other indemnifying party that is a Holder be
responsible for any amount in excess of the total price at which the
Registrable Notes are sold by such Holder to a purchaser under the Registration
Statement which resulted in such Losses. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the indemnifying
party and the indemnified party shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of such indemnifying party, on the one hand, and such indemnified party,
on the other hand, in connection with the statements or omissions which
resulted in such Losses as well as any other relevant equitable considerations.
Relative benefits received by the Company on the one hand and a Holder on the
other hand with respect to such offering and such sale shall be deemed to be in
the same proportion as the total net proceeds from the offering of the Initial
Notes (before deducting expenses) received by or on behalf of the Company as
set forth in the Offering Circular, on the one hand, and the total proceeds
received by such Holder with respect to its sale of the Initial Notes or
Exchange Notes, on the other hand, bear to the total gross proceeds from the
sale of the Initial notes or Exchange Notes. Relative fault shall be
determined by reference to, among other things, whether any alleged untrue
statement or omission relates to information provided by the indemnifying
party, on the one hand, or by the indemnified party, on the other hand, the
intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The
parties agree that it would not be just and equitable if contribution pursuant
to this paragraph (d) were determined by pro rata allocation or any other
method of allocation that does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this paragraph (d), no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. For purposes of this
Section 5(d), each person who controls such Holder within the meaning of either
the 1933 Act or the 1934 Act shall have the same rights to contribution as such
Holder, and each person who controls the Company
within the meaning of either the 1933 Act or the 1934 Act and each officer
and director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
paragraph (d).



     (e) The provisions of this Section 5 will remain in full force and effect,
regardless of any investigation made by or on behalf of any Holder, any
underwriter or the



18









 







Company or any of the officers, directors or controlling
persons referred to in Section 5 hereof, and will survive the sale by a Holder
of Registrable Notes covered by a Shelf Registration Statement.



     6. Miscellaneous.



     (a) Rules 144 and 144A. The Company covenants that it shall use its
reasonable best efforts to file the reports required to be filed by it under
the 1933 Act and the 1934 Act in a timely manner so long as the Registrable
Notes remain outstanding. If at any time the Company is not required to file
such reports, it will, upon request of any Holder or beneficial owner of
Registrable Notes, make available such information necessary to permit sales
pursuant to Rule 144A. The Company further covenants that, for as long as any
Registrable Notes remain outstanding, 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 1933 Act within the limitation of the exemptions
provided by Rule 144 and Rule 144A. Upon the written request of any Holder of
Registrable Notes, the Company shall deliver to such Holder a written statement
as to whether it has complied with such requirements.



     (b) No Inconsistent Agreements. The Company has not entered into, and on
or after the date of this Agreement will not enter into, any agreement that is
inconsistent with the rights granted to the Holders of Registrable Notes in
this Agreement or otherwise conflicts with the provisions hereof. 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 other
issued and outstanding securities under any such agreements.



     (c) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company has obtained the written consent of Holders of at
least a majority in aggregate principal amount of the outstanding Registrable
Notes affected by such amendment, modification, supplement, waiver or consent;
provided, however, that no amendment, modification, supplement, waiver or
consent to any departure from the provisions of Section 5 hereof shall be
effective as against any Holder of Registrable Notes unless consented to in
writing by such Holder.



     (d) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder
to the Company by means of a notice given in accordance with the
provisions of this Section 6(d), which address initially is, with respect
to the Initial Purchasers, the address set forth in the Purchase Agreement; and
(ii) if to the Company, initially at the Company’s address set forth in the
Purchase Agreement and thereafter at such other address, notice of which is
given in accordance with the provisions of this Section 6(d).



     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is



19









 







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.



     (e) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Notes in
violation of the terms of the Indenture. If any transferee of any Holder shall
acquire Registrable Notes, in any manner, whether by operation of law or
otherwise, such Registrable Notes shall be held subject to all of the terms of
this Agreement, and by taking and holding such Registrable Notes such Person
shall be conclusively deemed to have agreed to be bound by and to perform all
of the terms and provisions of this Agreement and such Person shall be entitled
to receive the benefits hereof. The Initial Purchasers (in their capacity as
Initial Purchasers) shall have no liability or obligation to the Company with
respect to any failure by any Holder to comply with, or breach by any Holder
of, any of the obligations of such Holder under this Agreement.



     (f) Purchases and Sales of Initial Notes. The Company shall not, and
shall use its best efforts to cause its affiliates (as defined in Rule 405
under the 1933 Act) to not, purchase and then resell or otherwise transfer any
Initial Notes prior to the consummation of the Exchange Offer or a Shelf
Registration Statement being declared effective.



     (g) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right
to enforce such agreements directly to the extent they deem such enforcement
necessary or advisable to protect its rights or the rights of Holders
hereunder.



     (h) Securities Held by the Company, etc. Whenever the consent or approval
of Holders of a specified percentage of principal amount of Registrable Notes
is required hereunder, Registrable Notes held by the Company or its affiliates,
as defined in Rule 405 under the 1933 Act (other than subsequent Holders of
Registrable Notes if such subsequent Holders are deemed to be affiliates solely
by reason of their holdings of such Registrable Notes), shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.



     (i) 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.



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



20









 





     (k) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.



     (l) 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) Trustee. The Trustee shall take action as may be reasonably requested
by the Company in connection with the Company satisfying its obligations
arising under this Agreement.



21









 





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



	 	 	 	 	 
	 	 	RPM INTERNATIONAL INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ P. Kelly Tompkins

	

	 	 	 	Name: P. Kelly Tompkins
	

	 	 	 	Title: Senior Vice President, General
	 	 	Counsel and Secretary







REGISTRATION RIGHTS AGREEMENT





 









 








Confirmed and accepted as of the date hereof.




GOLDMAN, SACHS & CO.




Acting severally on behalf of themselves

     and the several Initial Purchasers named

     in Schedule A hereto


	 	 	 
	BY:	 	/s/ Goldman, Sachs & Co.
	 	
	 
	 	 	(Goldman, Sachs & Co.)








REGISTRATION RIGHTS AGREEMENT




 









 








SCHEDULE A




Goldman, Sachs & Co

McDonald Investments Inc.

NatCity Investments, Inc.

Wachovia Capital Markets, LLC

BNY Capital Markets, Inc.

Fifth Third Securities, Inc.

Mellon Financial Markets, LLC

Mizuho International plc

Piper Jaffray & Co.