EX-10.1



 Exhibit 10.1 
 REGISTRATION RIGHTS AGREEMENT 
 by and between 

PolyOne Corporation 
 and 
 Merrill Lynch, Pierce, Fenner & Smith Incorporated

 Dated as of February 28, 2013 







 REGISTRATION RIGHTS AGREEMENT 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 28, 2013, by and between
PolyOne Corporation, an Ohio corporation (the “Company”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative (the “Representative”) of the several initial purchasers named in Schedule A to the
Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 5.25% Senior Notes due 2023 (the “Securities”) pursuant to the Purchase Agreement. As of the
date hereof the Securities are not guaranteed. To the extent any Guarantor (as defined below) becomes a party to this Agreement pursuant to Section 8 hereof, the definition of “Securities” shall also include the Guarantees (as defined
below) of any such Guarantor. 
 This Agreement is made pursuant to the Purchase Agreement, dated February 13, 2013 (the
“Purchase Agreement”), between the Company and the Representative (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of Transfer Restricted Securities, including the Initial
Purchasers. In order to induce the Initial Purchasers to purchase the Securities, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations
of the Initial Purchasers set forth in Section 5(g) 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. 
 Blackout Period: As defined in Section 4(a) hereof. 

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. 

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 relating to the Exchange Securities to be issued in the Exchange Offer, (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 Trustee under the Indenture of Exchange
Securities in the same aggregate principal amount as the aggregate principal amount of Transfer Restricted Securities that were tendered by Holders thereof pursuant to the Exchange Offer. 







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

Exchange Date: As defined in Section 3(a) hereof. 
 Exchange Offer: The registration by the Company under the Securities Act of the Exchange Securities, pursuant to a Registration Statement, pursuant to which the Company offers the Holders of all
outstanding Transfer Restricted Securities that are eligible under the Commission’s guidance to participate in such exchange offer the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange
Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities 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 5.25% Senior Notes due 2023, of the same series under the Indenture as the Transfer Restricted
Securities, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. 
 FINRA:
Financial Industry Regulatory Authority, Inc. 
 Guarantee: Means the unconditional guarantee of the Securities and
the Exchange Securities on a senior unsecured basis by the Guarantors pursuant to the Indenture or any indenture governing the Exchange Securities. Unless the context otherwise requires, any reference herein to a “Security,” a
“Transfer Restricted Security” or an “Exchange Security” shall be deemed to include a reference to the related Guarantees, if any. 
 Guarantor: Means each subsidiary of the Company, if any, that executes and delivers a Guarantee on or after the Closing Date, in each case unless and until such Guarantor’s Guarantee is
terminated or otherwise released in accordance with the Indenture governing the Exchange Securities. 
 Holder: As
defined in Section 2(b) hereof. 
 Indemnified Holder: As defined in Section 9(a) hereof. 

Indenture: The Indenture, dated as of February 28, 2013, by and between the Company and Wells Fargo Bank, National
Association, as trustee (the “Trustee”), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof. 

Initial Placement: The issuance and sale by the Company of the Securities to the Initial Purchasers pursuant to the Purchase
Agreement on the Closing Date. 

  
 -2-









 Initial Purchaser: As defined in the preamble hereof. 

Initial Securities: The Securities issued and sold by the Company to the Initial Purchaser pursuant to the Purchase Agreement on
the Closing Date. 
 Interest Payment Date: As defined in the Indenture and the Securities. 

Joinder Agreement: As defined in Section 8 hereof. 
 Managing Underwriters: As defined in Section 11 hereof. 
 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
hereof. 
 Registration Default: As defined in Section 5 hereof. 

Registration Statement: Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant
to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, 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. 
 Shelf Registration Statement: As defined in Section 4(a) hereof. 

Transfer Restricted Security: Each Security, until the earliest to occur of (a) the date on which such Security is exchanged
in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which the resale of such Security has
been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement, (c) the date on which such Security is distributed to the public by a Broker-Dealer pursuant to the “Plan of
Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein, except when afforded an exception to delivery requirements by Rule 172 under the Securities Act) and the
(d) the date that is the two-year anniversary or the Closing Date. 
 Trust Indenture Act: The Trust Indenture Act
of 1939, as amended. 

  
 -3-









 Underwritten Registration or Underwritten Offering: A transaction registered under
the Securities Act in which securities are sold to one or more underwriters 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, the Company shall (i) cause to
be filed with the Commission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective,
(iii) in connection with the foregoing, file (A) 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, 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 effectiveness of such Registration Statement, commence the Exchange Offer. The Company shall use its commercially reasonable
efforts to Consummate the Exchange Offer not later than 270 days following the Closing Date (the “Exchange Date”). The Exchange Offer, if required pursuant to this Section 3(a), 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) If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to Section 3(a) above, the
Company 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 notice of the Exchange Offer is mailed or sent to the Holders. The Company shall cause the Exchange Offer to
comply in all material respects with all applicable federal and state securities laws. No securities other than the Exchange Securities (including the related Guarantees, if any) shall be included in the Exchange Offer Registration Statement. The
Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated by the Exchange Date. 

  
 -4-









 (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 that were acquired for its own account as a result of market-making activities or other trading activities
(other than Transfer Restricted Securities acquired directly from the Company), may exchange such Transfer Restricted 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 held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement. 
 The Company shall use its commercially reasonable 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 provide reasonable assurance that it is available for resales of Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other
trading activities, and to provide reasonable assurance that it conforms in all material respects 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. 
 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 requirements to file an Exchange Offer Registration Statement and
the requirements to Consummate the Exchange Offer shall terminate at such time as all the Securities are no longer Transfer Restricted Securities. 
 SECTION 4. Shelf Registration. 
 (a) Shelf Registration. If
(i) because of any change in law or in currently prevailing interpretations of the staff of the Commission, the Company is not permitted to effect the Exchange Offer, (ii) for any reason the Exchange Offer is not Consummated by the
Exchange Date, (iii) prior to the Exchange Date: (A) the Initial Purchasers request 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 (i) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (ii) such Holder may not resell
the Exchange Securities 

  
 -5-









 
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 (iii) 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 any Initial Purchaser, such Initial
Purchaser notifies the Company it will not receive Freely Tradable Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s unsold allotment or (iv) in the case of any Holder
that participates in the Exchange Offer, such Holder does not receive Exchange Securities on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as
an affiliate of the Company within the meaning of the Securities Act) and so notifies the Company within 30 days after such Holder first becomes aware of such restrictions (but in any event no later than 30 days after the consummation of the
Exchange Offer), the Company shall: 
 (x) use its commercially reasonable efforts to file 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”) as soon as practicable after the filing obligation
arises, which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and 

(y) use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective promptly
by the Commission. 
 The Company shall use its commercially reasonable 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 provide reasonable assurance that it is available for resales of Transfer Restricted Securities by the
Holders of such Securities entitled to the benefit of this Section 4(a), and to provide reasonable assurance that it conforms in all material respects with the requirements of this Agreement, the Securities Act and the policies, rules and
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 earlier of (i) one year after the effective date of such Shelf Registration
Statement and (ii) the date upon which all Transfer Restricted Securities have been sold thereunder; provided that the Company shall have no obligation to file or maintain a Shelf Registration after the second anniversary of the Closing
Date if at such time all of the Securities covered by such Shelf Registration (except for Securities held by an affiliate of the Company) are eligible for resale under Rule 144, without regard to volume, manner of sale or other restrictions
contained in Rule 144 under the Securities Act (or any successor rule) and (iv) that the Company may for a period of up to 60 days in any three-month period, not to exceed 90 days in any twelve-month period, reasonably determine that the Shelf
Registration Statement is not usable under circumstances relating to corporate developments, public filings with the Commission and similar events, and suspend the use of the Prospectus (a “Blackout Period”). Notwithstanding anything to
the contrary, 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 no longer Transfer Restricted
Securities. 

  
 -6-









 (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within
20 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 as to
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 has not been Consummated by the
Exchange Date, unless the Exchange Offer shall not be permissible under applicable law or Commission policy (in the reasonable opinion of counsel to the Company), (ii) any Shelf Registration Statement, if required hereby, has not been declared
effective by the Commission by the Exchange Date or (iii) subject to Section 4(a) any Shelf 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 (iii), 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) commencing on (x) with respect to clauses (i) and (ii) above, the first day after the Exchange Date or (y) in the case of clause (iii) above, the day after the
Shelf Registration Statement ceases to be effective; provided, however, upon the cure of all Registration Defaults relating to the particular Transfer Restricted Securities, 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 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 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, if required pursuant to Section 3(a)
hereof, the Company shall comply in all material respects with all of the provisions of Section 6(c) hereof, shall use its commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold
in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: 

  
 -7-









 (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, the Company hereby agrees either to (A) seek a no-action letter or other favorable decision from the Commission allowing the Company to Consummate an Exchange Offer for
such Transfer Restricted Securities or (B) file, in accordance with Section 4(a) hereof, a Shelf Registration Statement to permit the registration and/or resale of the Transfer Restricted Securities that would otherwise be covered by the
Exchange Offer Registration Statement. The Company 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. In
the case of clause (A) above, the Company hereby agrees to (C) participate in telephonic conferences with the Commission staff, (D) 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 (E) diligently pursue a 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 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 (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, in connection with the Shelf Registration Statement, the Company shall comply in all material respects with all the provisions of Section 6(c) hereof and shall use its commercially reasonable efforts to effect such
registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company will as soon as reasonably practicable 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 in accordance with the intended method or methods
of distribution thereof. 

  
 -8-









 (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 (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Transfer Restricted Securities
by Broker-Dealers), the Company, for the applicable period set forth in Section 3 or 4 hereof, shall: 
 (i)
use its commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements; 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 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 commercially reasonable efforts to cause such amendment to be
declared effective and such Registration Statement and the related Prospectus to become usable for their intended purposes as soon as reasonably 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; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to
comply in all material respects 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 Managing Underwriters (as defined below), if any, and selling Holders promptly upon becoming aware
thereof 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
for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration
Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the


  
 -9-









 
Prospectus in order to make the statements therein, in the case of the Registration Statement, not misleading or, in the case of the Prospectus, not misleading in light of the circumstances in
which they are made. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the
qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, the Company shall use its commercially reasonable efforts to obtain the withdrawal or lifting of such order promptly;

 (iv) furnish without charge to each of the Initial Purchasers, each selling Holder named in any Registration
Statement, and each of the Managing Underwriters, if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus
(including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders and Managing Underwriters in connection with such sale, if any,
for a period of at least five Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by
reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the Managing Underwriters, 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); provided, however, that this paragraph shall not apply to the extent that counsel to the Company has advised the Company that the
distribution of such Registration Statement, Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) would be reasonably likely to result in the Company
violating this Agreement or applicable law. The objection of an Initial Purchaser or Managing Underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be
filed, contains a material misstatement or omission; 
 (v) promptly prior to the filing of any document that is
to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement, and to the Managing Underwriters, if any, make the
Company’s representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or Managing Underwriters, if any,
reasonably may request; 
 (vi) make available at reasonable times for inspection by the Initial Purchasers, the
Managing Underwriters, if any, participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the Managing Underwriters, all financial and other records,
pertinent corporate documents and properties of the Company and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Holder, Managing Underwriter, attorney or accountant in connection
with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent requested by the Managing Underwriters, if any;


  
 -10-









 (vii) if requested by any selling Holders or the Managing Underwriters, 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 and Managing Underwriters, if any, may reasonably request to have
included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to
such Managing Underwriters, the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; 
 (viii) cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal
amount of Securities covered thereby or the Managing Underwriters, if any; 
 (ix) furnish to each Initial
Purchaser, each selling Holder and each of the Managing Underwriters, 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); 
 (x) deliver to each selling Holder and each of the Managing Underwriters, 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; the Company hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the Managing Underwriters, if any, in connection with the
offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto; 
 (xi) enter into such customary agreements (including an underwriting agreement), and make such customary representations and warranties, and take all such other actions in connection therewith in order to
facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by any Initial Purchaser or by any Holder of Transfer
Restricted Securities or Managing Underwriter in connection with any sale or resale pursuant to any 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, the Company shall: 

  
 -11-









 (A) furnish to each Initial Purchaser, each selling Holder and each Managing
Underwriter, if any, in such substance and scope as they may reasonably request and as are customarily made by issuers to underwriters in primary Underwritten Offerings, upon the date of the Consummation of the Exchange Offer or, if applicable, the
effectiveness of the Shelf Registration Statement: 
 (1) a certificate, dated the date of Consummation of the
Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of the Company confirming, as of the
date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of Section 5(f) of the Purchase Agreement and such other matters as such parties may reasonably request; 

(2) an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf
Registration Statement, as the case may be, of counsel for the Company, covering the matters covered by the opinion delivered pursuant to Section 5(c) of the Purchase Agreement (as such matters are applicable in the context of the Consummation
of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be) and 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, representatives of the independent public accountants for the Company, representatives of the Managing Underwriters, if any, and counsel to the Managing
Underwriters, if any, in connection with the preparation of such 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 Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective, and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation, contained an untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the
case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material 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 Registration Statement contemplated by this Agreement or the related Prospectus and such other customary matters; and 

  
 -12-









 (3) solely in connection with an Underwritten Offering, 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 material exception; 

(B) set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions
and procedures of Section 9 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)(xi)(A) hereof and with any customary conditions contained in
the underwriting agreement or other agreement entered into by the Company pursuant to this Section 6(c)(xi), if any. 
 If at any time the representations and warranties of the Company contemplated in Section 6(c)(xi)(A)(1) hereof cease to be true and correct, the Company shall so advise the Initial Purchasers and the
Managing Underwriters, if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing; 
 (xii) prior to any public offering of Transfer Restricted Securities, reasonably cooperate with the selling Holders, the Managing Underwriters, if any, and their respective counsel in connection with the
registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or Managing Underwriters, if any, may reasonably request and do any and all other acts or
things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that the Company shall not 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; 
 (xiii) shall issue, upon the request of any Holder of
Transfer Restricted 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 purchasers of such Securities, as the case may be; in return, the Transfer Restricted Securities held by
such Holder shall be surrendered to the Company for cancellation; 

  
 -13-









 (xiv) reasonably cooperate with the selling Holders and the Managing
Underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted 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 Managing Underwriters, if any, may reasonably request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or Managing Underwriters;

 (xv) use its commercially reasonable efforts to cause the Transfer Restricted Securities covered by the
Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be reasonably necessary to enable the seller or sellers thereof or the Managing Underwriters, if any, to consummate the disposition of
such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof; 
 (xvi)
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, 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, in the case of the Registration Statement, not misleading or, in the case of the Prospectus, not misleading in light of the circumstances in which they are made; 

(xvii) provide a CUSIP number for all Exchange 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 Exchange Securities which are in a form eligible for deposit with the Depository Trust Company and take all other action reasonably necessary to
ensure that all such Exchange Securities are eligible for deposit with the Depository Trust Company; 
 (xviii)
reasonably cooperate and assist in any filings required to be made with the FINRA and in the performance of any due diligence investigation by any Managing Underwriter (including any “qualified independent underwriter”) that is required to
be retained in accordance with the rules and regulations of the FINRA; 
 (xix) otherwise use its commercially
reasonable efforts to comply in all material respects 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 are sold to underwriters in a firm commitment or
commercially reasonable 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; 

  
 -14-









 (xx) use its commercially reasonable efforts to 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, reasonably cooperate with the Trustee and the Holders of 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 commercially reasonable efforts to cause the Trustee to execute, all documents
that may be reasonably 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; 

(xxi) use its commercially reasonable efforts to cause all Securities covered by the Registration Statement to be listed
on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed if requested by the Holders of a majority in aggregate principal amount of Securities or the Managing Underwriters, if any;
and 
 (xxii) provide promptly to each Holder 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. 

Each Holder will furnish to the Company such information regarding such Holder and the distribution of such Transfer Restricted
Securities as the Company may from time to time reasonably request in writing, but only to the extent such information is required to comply with the Securities Act or any relevant state securities or Blue Sky law or obligation. 

  
 -15-









 SECTION 7. Registration Expenses. 

(a) All expenses incident to the Company’s performance of or compliance with this Agreement will be borne by the Company, regardless
of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any 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 and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or
automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or
incident to such performance). 
 The Company will, in any event, bear its 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. 

(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 will reimburse the Initial Purchasers and the Holders of Transfer Restricted 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. Subsequent Guarantors. 
 The Company agrees that to the extent any subsidiary becomes a Guarantor on or after the date hereof pursuant to the terms of the Indenture it shall promptly cause such Guarantor to enter into a joinder
to the registration rights agreement (the “Joinder Agreement”), in form and substance reasonably satisfactory to the Representative, whereby the obligations of the Company under this Agreement will also become the obligations of such
Guarantor. 

  
 -16-









 SECTION 9. Indemnification. 

(a) The Company agrees 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 a material fact required to be stated therein or necessary to make the statements therein, in the case of the Registration Statement, not
misleading or, in the case of the Prospectus, not misleading in light of the circumstances in which they are made, 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 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 to which indemnity may be sought against the Company, such Indemnified Holder (or the Indemnified Holder controlled by such
controlling person) shall promptly notify the Company in writing; provided, however, that the failure to give such notice shall not relieve the Company of its obligations pursuant to this Agreement, but the omission to so notify the Company
(i) will not relieve the Company of its obligations under paragraph (a) above unless and to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. 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 (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to indemnification
hereunder). The Company 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 shall be liable for any
settlement of any such action or proceeding effected with the Company’s prior written consent, which consent shall not be withheld unreasonably, and the Company 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. The Company 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 

  
 -17-









 
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 and its
directors, officers of the Company 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, 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 to each of the Indemnified Holders, but only with respect to losses, claims, damages, liabilities,
judgments, actions and expenses directly or indirectly caused by, related to, based on, arising out of or in connection with 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 or its 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 Company, its 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 9 is unavailable to an indemnified party under Section 9(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 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, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Company shall be deemed to be equal to the total net proceeds to the Company 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, 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, 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 9(a) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. 

  
 -18-









 The Company and each Holder of Transfer Restricted Securities agree that it would not be
just and equitable if contribution pursuant to this Section 9(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 9, 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 9(c) are
several in proportion to the respective principal amount of Initial Securities held by each of the Holders hereunder and not joint. 
 SECTION 10. Rule 144A. The Company 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 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 11. 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 12. 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 bankers and managing underwriters that will administer such offering (the “Managing
Underwriters”) 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 bankers and Managing Underwriters must be
reasonably satisfactory to the Company. 
 SECTION 13. Miscellaneous. 

(a) Remedies. The Company 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. 

  
 -19-









 (b) No Inconsistent Agreements. The Company will not on or after the date of this
Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The Company has not previously entered into any
agreement granting any registration rights with respect to the Securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the
Company’s securities under any agreement in effect on the date hereof. 
 (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 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 adversely 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), telex, telecopier, or air courier guaranteeing overnight delivery: 
 (i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and 

(ii) if to the Company: 
 PolyOne Corporation 
 33587 Walker Road 

Avon Lake, Ohio 44012 
 Telecopier No.: (440) 930-1002 
 Attention: Lisa K. Kunkle


  
 -20-









 With a copy to: 

Jones Day 
 901 Lakeside Avenue 
 Cleveland, Ohio 44114 

Telecopier No.: (216) 579-0212 

Attention: Michael J. Solecki 
 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 answered back, if telexed; 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 with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter. 

  
 -21-









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

			
	POLYONE CORPORATION
		
	By:	 	/s/ Daniel J. O’Bryon
		 	 Name: Daniel J. O’Bryon

Title: Vice President, Treasurer



 The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first
above written: 
 MERRILL LYNCH, PIERCE, FENNER & SMITH 
                             INCORPORATED 

Acting on behalf of itself 
 and as the Representative of 
 the several Initial Purchasers 

 

			
		
	By:	 	/s/ Justin A. Neubauer
		 	 Name: Justin A. Neubauer

Title: Director



  
 -22-