Exhibit 4.3


 


EXECUTION COPY


 


$151,000,000


 


PIH ACQUISITION
CO.


 


10 3/4% SENIOR
SUBORDINATED NOTES DUE 2013


 


REGISTRATION
RIGHTS AGREEMENT


 


September 30, 2005


 


Credit Suisse First Boston LLC

Jefferies & Company, Inc.,

c/o Credit Suisse First Boston LLC


      Eleven Madison Avenue

      New York, New York 10010-3629


 


Dear Sirs:


 


PIH Acquisition Co., a
Delaware corporation (“PIH”), proposes to issue and sell
(the “Initial
Placement”) to Credit Suisse First Boston LLC and Jefferies
& Company, Inc. (collectively, the “Initial Purchasers”), upon the terms
set forth in that certain Purchase Agreement, dated September 16, 2005 (the “Purchase
Agreement”), $151,000,000 aggregate principal amount of its
10 3/4% Senior Subordinated Notes due 2013 (the “Initial  Securities”), which, immediately following the Acquisition and the Mergers
(each as defined below), will be fully and unconditionally guaranteed (the “Guarantees”)
as to payment of principal and interest and premium and additional interest, if
any, on a senior subordinated basis, jointly and severally, by each of the
subsidiaries listed on Schedule A hereto (collectively, the “Guarantors”).
The Initial Securities will be issued pursuant to an Indenture, dated as of
September 30, 2005 (the “Indenture”), among, PIH, the Company
(as defined below), the Guarantors and Wells Fargo Bank, National Association,
as Trustee.


 


The issuance of the
Initial Securities is part of a series of transactions whereby PIH, an
affiliate of Genstar Capital Partners and The Sterling Group, pursuant to that
certain Agreement and Plan of Merger, dated July 16, 2005, by and among GS
Holdings Co., PIH, Panolam Industries Holdings, Inc. (“Holdings”) and TC
Group, L.L.C. will merge (the “Acquisition”) with and into
Holdings. Through a series of mergers (collectively, the “Mergers”),
Holdings will ultimately be merged with and into Panolam Industries
International, Inc. (“Panolam”) and Panolam and its
subsidiaries will become direct or indirect wholly owned subsidiaries of
Holdings. Upon consummation of the Acquisition and the Mergers, Panolam, by
operation of law, will assume all of PIH’s obligations under the Purchase
Agreement and this Agreement, and Panolam will be the issuer of the Initial
Securities. References in this Agreement to the “Company” means
Panolam and its subsidiaries after giving pro forma effect to the Acquisition
and the Mergers. The Company, together with Guarantors are referred to herein
as the “Issuers.”


 


As an inducement to the
Initial Purchasers, the Issuers agree with the Initial Purchasers, for the
benefit of the holders of the Initial Securities (including, without
limitation, the Initial Purchasers), the Exchange Securities (as defined below)
and the Private Exchange Securities (as defined below) (collectively the “Holders”),
as follows:


 


1. Registered Exchange Offer. The Issuers
shall, at their own cost, prepare and, on or prior to 180 days after (or if the
180th day is not a business day, the first business day thereafter) the date of
original issue of the Initial Securities (the “Issue Date”), file
with the Securities and Exchange Commission (the


 

















 


“Commission”) a registration statement (the “Exchange
Offer Registration Statement”) on an appropriate form under
the Securities Act of 1933, as amended and the rules and regulations
promulgated thereunder (the “Securities  Act”),
with respect to a proposed offer (the “Registered Exchange Offer”) to the
Holders of Transfer Restricted Securities (as defined in Section 6  hereof), who are not prohibited by any
law or policy of the Commission from participating in the Registered Exchange
Offer, to issue and deliver to such Holders, in exchange for the Initial
Securities, a like aggregate principal amount of debt securities (the “Exchange
Securities”) of the Company issued under the Indenture and
identical in all material respects to the Initial Securities (except for the
transfer restrictions relating to the Initial Securities and the provisions
relating to the matters described in Section 6 hereof) that would be registered
under the Securities Act. The Issuers shall use their commercially reasonable
efforts to cause such Exchange Offer Registration Statement to become effective
under the Securities Act on or prior to 270 days (or if the 270th day is not a
business day, the first business day thereafter) after the Issue Date of the
Initial Securities and shall keep the Exchange Offer Registration Statement
effective for not less than 30 days (or longer, if required by applicable law)
after the date notice of the Registered Exchange Offer is mailed to the Holders
(such period being called the “Exchange Offer Registration Period”).


 


Following the declaration
of the effectiveness of the Exchange Offer Registration Statement, the Issuers
shall promptly commence the Registered Exchange Offer, it being the objective
of such Registered Exchange Offer to enable each Holder of Transfer Restricted
Securities (as defined in Section 6 hereof) electing to exchange the Initial
Securities for Exchange Securities (assuming that such Holder is not an affiliate
of the Issuers within the meaning of the Securities Act, acquires the Exchange
Securities in the ordinary course of such Holder’s business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States.


 


If the Issuers commence
the Registered Exchange Offer, the Issuers (i) will be entitled to close the
Registered Exchange Offer 30 days after such commencement thereof (provided
that the Issuers have accepted all the Initial Securities theretofore validly
tendered in accordance with the terms of the Registered Exchange Offer and (ii)
will be required to consummate the Registered Exchange Offer not later than 40
days (or if the 40th day is not a business day, the first business
day thereafter) after the date on which the Exchange Offer Registration
Statement is declared effective.


 


The Issuers acknowledge
that, pursuant to current interpretations by the Commission’s staff of Section
5 of the Securities Act, in the absence of an applicable exemption therefrom,
(i) each Holder which is a broker or dealer registered under the Exchange Act (“broker-dealer”)
electing to exchange Securities, acquired for its own account as a result of market
making activities or other trading activities, for Exchange Securities (an “Exchanging
Dealer”), is required to deliver a prospectus containing the
information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in
the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer”
section, and (c) Annex C hereto in the “Plan of Distribution” section of such
prospectus in connection with a sale of any such Exchange Securities received
by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an
Initial Purchaser that elects to sell Exchange Securities acquired in exchange
for Initial Securities constituting any portion of an unsold allotment is
required to deliver a prospectus containing the information required by Items
507 or 508 of Regulation S-K under the Securities Act, as applicable, in
connection with such sale. All references in this Agreement to “prospectus”
shall, except when context otherwise requires, include any prospectus (or
amendment or supplement thereto) filed with the Commission pursuant to Section
3 of this Agreement.


 


The Issuers shall use
their commercially reasonable efforts to keep the Exchange Offer Registration
Statement effective and to amend and supplement the prospectus contained therein,
in order to permit such prospectus to be lawfully delivered by all persons
subject to the prospectus delivery requirements of the Securities Act for such
period of time as such persons must comply with such requirements in order to
resell the Exchange Securities; provided, however, that (i) in the case where
such prospectus and any amendment or supplement thereto must be delivered by an
Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of
180 days (or such shorter period during which such persons are required by
applicable law to deliver such prospectus) and the date on which all Exchanging


 

















 


Dealers and the Initial Purchasers have sold all
Exchange Securities held by them (unless such period is extended pursuant to
Section 3(j) below) and (ii) the Issuers shall make such prospectus and any
amendment or supplement thereto, available to any broker-dealer or other person
with similar prospectus delivery requirements for use in connection with any
resale of any Exchange Securities for a period of not less than 180 days after
the consummation of the Registered Exchange Offer (or such shorter period
during which such persons are required by applicable law to deliver such
prospectus).


 


If, upon consummation of
the Registered Exchange Offer, any Initial Purchaser holds Initial Securities
acquired by it as part of its initial distribution, the Issuers, simultaneously
with the delivery of the Exchange Securities pursuant to the Registered
Exchange Offer, shall issue and deliver to such Initial Purchaser upon the
written request of such Initial Purchaser, in exchange (the “Private
Exchange”) for the Initial Securities held by such Initial
Purchaser, a like principal amount of debt securities of the Company issued
under the Indenture and identical in all material respects (including the
existence of restrictions on transfer under the Securities Act and the
securities laws of the several states of the United States, but excluding
provisions relating to the matters described in Section 6  hereof) to the Initial Securities (the “Private
Exchange Securities”). The Initial Securities, the Exchange
Securities and the Private Exchange Securities are herein collectively called
the “Securities.”


 


In connection with the
Registered Exchange Offer, the Issuers shall:


 


(a) mail, or caused
to be mailed, to each Holder a copy of the prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter of
transmittal and related documents;


 


(b) keep the
Registered Exchange Offer open for not less than 30 days (or longer, if
required by applicable law) after the date notice thereof is mailed to the
Holders;


 


(c) utilize the
services of a depositary for the Registered Exchange Offer with an address in
the Borough of Manhattan, in New York City, which may be The Depository Trust
Company, or an affiliate of either of them;


 


(d) permit Holders
to withdraw tendered Securities at any time prior to 5:00 p.m., New York time,
on the last business day on which the Registered Exchange Offer shall remain
open; and


 


(e) otherwise comply
with all applicable laws related to the Registered Exchange Offer.


 


As soon as practicable
after the close of the Registered Exchange Offer or the Private Exchange, as
the case may be, the Issuers shall:


 


(x) accept for exchange
all Securities validly tendered and not withdrawn pursuant to the Registered
Exchange Offer and the Private Exchange;


 


(y) deliver to the
Trustee for cancellation all the Initial Securities so accepted for exchange;
and


 


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


 


The Indenture will
provide that the Exchange Securities will not be subject to the transfer
restrictions set forth in the Indenture and that all the Securities will vote
and consent together on all matters


 

















 


as one class and that none of the Securities will have
the right to vote or consent as a class separate from one another on any
matter.


 


Interest on each Exchange
Security and Private Exchange Security issued pursuant to the Registered
Exchange Offer and in the Private Exchange will accrue from the last interest
payment date on which interest was paid on the Initial Securities surrendered
in exchange therefor or, if no interest has been paid on the Initial Securities,
from the Issue Date.


 


Each Holder participating
in the Registered Exchange Offer shall be required to represent to the Issuers
that at the time of the consummation of the Registered Exchange Offer (i) any
Exchange Securities 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 Exchange Securities
within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,”
as defined in Rule 405 of the Securities Act, of any of the Issuers or if it is
an affiliate, such Holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable, (iv) if
such Holder is not a broker-dealer, that it is not engaged in, and does not
intend to engage in, the distribution of the Exchange Securities and (v) if
such Holder is a broker-dealer, that it will receive Exchange Securities for
its own account in exchange for Initial Securities that were acquired as a
result of market-making activities or other trading activities and that it will
be required to acknowledge that it will deliver a prospectus in connection with
any resale of such Exchange Securities.


 


Notwithstanding any other
provisions hereof, the Issuers will ensure that (i) any Exchange Offer
Registration Statement and any amendment thereto and any prospectus forming
part thereof and any supplement thereto complies in all material respects with
the applicable requirements of the Securities Act, (ii) any Exchange Offer
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) any prospectus forming part of any Exchange
Offer Registration Statement, and any supplement to such prospectus, does not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. The Issuers shall not be responsible for any information provided
by or on behalf of any Holder, it being understood and agreed that the only
such information furnished by or on behalf of any Holder consists of the Holder’s
name and address.


 


2. Shelf
Registration. If,
(i) because of any change in law or in applicable interpretations thereof by
the staff of the Commission, the Issuers determined based on written advice of
their counsel that they are not permitted to effect a Registered Exchange
Offer, as contemplated by Section 1 hereof, (ii) for any other reason, the
Registered Exchange Offer is not consummated within 310 days (or such longer
period as required by law to hold open the Exchange Offer) from the Issue Date,
(iii) any Initial Purchaser shall notify the Issuers following the consummation
of the Registered Exchange Offer that the Initial Securities (or the Private
Exchange Securities) held by it are not eligible to be exchanged for Exchange
Securities in the Registered Exchange Offer or (iv) any Holder (other than an
Exchanging Dealer) is prohibited by law or Commission policy from participating
in the Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such
Holder may not resell the Exchange Securities acquired by it in the Registered
Exchange Offer to the public without delivering a prospectus, the Issuers shall
take the following actions:


 


(a) The Issuers shall, at
their cost, file with the Commission and thereafter shall use their
commercially reasonable efforts to cause to be declared effective (x) in the
case of a Shelf Registration Statement filed pursuant to clause (i) of the
foregoing paragraph, no later than 330 days (or if the 330th day is
not a business day, the first business day thereafter) after the Issue Date and
(y) in the case of a Shelf Registration Statement filed pursuant to clause
(ii), (iii) or (iv) of the foregoing paragraph, no later than 90 days (or if
such 90th day is not a business day, the first business day
thereafter) after the date giving rise to the requirement to file the Shelf
Registration Statement (the “Shelf
Registration Statement”
and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the
Securities Act relating to the offer and sale of the Transfer Restricted
Securities (as defined in Section 6


 

















 


hereof) by the Holders thereof from time to time in
accordance with the methods of distribution set forth in the Shelf Registration
Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial
Purchaser) shall be entitled to have the Securities held by it covered by such
Shelf Registration Statement unless such Holder agrees in writing to be bound
by all the provisions of this Agreement applicable to such Holder.


 


(b)                     The Issuers
shall use their commercially reasonable efforts to keep the Shelf Registration
Statement continuously effective in order to permit the prospectus included
therein to be lawfully delivered by the Holders of the relevant Securities, for
a period of two years (or for such longer period if extended pursuant to
Section 3(j) below) from the date of its effectiveness or such shorter period
that will terminate when all the Securities covered by the Shelf Registration
Statement (i) have been sold or distributed pursuant thereto or (ii) can be
sold pursuant to Rule 144 under the Securities Act without any limitations
under clauses (c), (e), (f) and (h) of Rule 144, or any successor rule
thereof). The Issuers shall be deemed not to have used their commercially
reasonable efforts to keep the Shelf Registration Statement effective during
the requisite period if they voluntarily take any action that would result in
Holders of Securities covered thereby not being able to offer and sell such
Securities during that period, unless such action is required by applicable law
or pursuant to Section 3(j) hereof.


 


(c)                      Notwithstanding
any other provisions of this Agreement to the contrary, the Issuers shall cause
the Shelf Registration Statement and the related prospectus and any amendment
or supplement thereto, as of the effective date of the Shelf Registration
Statement, amendment or supplement, (i) to comply in all material respects with
the applicable requirements of the Securities Act and (ii) not to contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading (it being understood that the the Issuers
shall not be responsible for any information provided by or on behalf of any
Holder and it further being understood and agreed that the only such
information furnished by or on behalf of any Holder consists of the Holder’s
name and address).


 


3. Registration
Procedures. In
connection with any Shelf Registration contemplated by Section 2 hereof and, to
the extent applicable, any Registered Exchange Offer contemplated by Section 1
hereof, the following provisions shall apply:


 


(a)                      The Issuers
shall (i) furnish to each Initial Purchaser, prior to the filing thereof with
the Commission, a copy of the Registration Statement and each amendment thereof
and each supplement, if any, to the prospectus included therein and, in the
event that an Initial Purchaser (with respect to any portion of an unsold
allotment from the original offering) is participating in the Registered
Exchange Offer or the Shelf Registration Statement, the Issuers shall use their
commercially reasonable efforts to reflect in each such document, when so filed
with the Commission, such comments as such Initial Purchaser reasonably may
propose; (ii) include the information set forth in Annex A hereto on the cover,
in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose
of the Exchange Offer” section and in Annex C hereto in the “Plan of
Distribution” section of the prospectus forming a part of the Exchange Offer
Registration Statement and include the information set forth in Annex D hereto
in the Letter of Transmittal delivered pursuant to the Registered Exchange
Offer; (iii) if requested by an Initial Purchaser, include the information
required by Items 507 or 508 of Regulation S-K under the Securities Act, as
applicable, in the prospectus forming a part of the Exchange Offer Registration
Statement; (iv) include within the prospectus contained in the Exchange Offer
Registration Statement a section entitled “Plan of Distribution,” reasonably
acceptable to the Initial Purchasers, which shall contain a summary statement
of the positions taken or policies made by the staff of the Commission with
respect to the potential “underwriter” status of any broker-dealer that is the
beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) of Exchange
Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating
Broker-Dealer”), whether such positions or policies have been
publicly disseminated by the staff of the Commission or such positions or
policies, in the


 

















 


reasonable judgment of the Initial Purchasers based
upon advice of counsel (which may be in-house counsel), represent the
prevailing views of the staff of the Commission; and (v) in the case of a Shelf
Registration Statement, include the names of the Holders, who propose to sell
Securities pursuant to the Shelf Registration Statement, as selling
securityholders and who have furnished to the Company the information required
by Section 3(n).


 


(b)                     The Issuers
shall give written notice to the Initial Purchasers, the Holders of the
Securities and any Participating Broker-Dealer from whom the Issuers have
received prior written notice that it will be a Participating Broker-Dealer in
the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof
shall be accompanied by an instruction to suspend the use of the prospectus
until the requisite changes have been made):


 


(i)                         when the
Registration Statement or any amendment thereto has been filed with the
Commission and when the Registration Statement or any post-effective amendment
thereto has become effective;


 


(ii)                      of any
request by the Commission for amendments or supplements to the Registration
Statement or the prospectus included therein or for additional information;


 


(iii)                   of the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that purpose;


 


(iv)                  of the receipt
by the Issuers or its legal counsel of any notification with respect to the
suspension of the qualification of the Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose; and


 


(v)                     of the
happening of any event that requires the Issuers to make changes in the
Registration Statement or the prospectus in order that the Registration
Statement or the prospectus do not contain an untrue statement of a material
fact nor omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of the prospectus, in
light of the circumstances under which they were made) not misleading.


 


(c)                      The Issuers
shall use their commercially reasonable efforts to obtain the withdrawal at the
earliest possible time, of any order suspending the effectiveness of the
Registration Statement.


 


(d)                     The Issuers
shall furnish to each Holder of Securities included within the coverage of the
Shelf Registration, without charge, at least one copy of the Shelf Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules, and, if the Holder so requests in writing, all
exhibits thereto (including those, if any, incorporated by reference).


 


(e)                      The Issuers
shall deliver to each Exchanging Dealer and each Initial Purchaser, and to any
other Holder who so requests in writing, without charge, at least one copy of
the Exchange Offer Registration Statement and any post-effective amendment
thereto, including financial statements and schedules, and, if any Initial Purchaser
or any such Holder requests, all exhibits thereto (including those incorporated
by reference).


 


(f)                        The
Issuers shall, during the Shelf Registration Period, deliver to each Holder of
Securities included within the coverage of the Shelf Registration, without
charge, as many copies of the prospectus (including each preliminary
prospectus) included in the Shelf Registration Statement and any amendment or
supplement thereto as such person may reasonably request in writing. The
Issuers consent, subject to the provisions of this Agreement, to the use of the
prospectus or any amendment or supplement thereto by each of the selling
Holders of the Securities in connection with the offering and sale of the
Securities covered by the prospectus, or any amendment or supplement thereto,
included in the Shelf Registration Statement.


 

















 


(g) The Issuers shall
deliver to each Initial Purchaser, any Exchanging Dealer, any Participating
Broker-Dealer and such other persons required to deliver a prospectus following
the Registered Exchange Offer, without charge, as many copies of the final
prospectus included in the Exchange Offer Registration Statement and any
amendment or supplement thereto as such persons may reasonably request. The
Issuers consent, subject to the provisions of this Agreement, to the use of the
prospectus or any amendment or supplement thereto by any Initial Purchaser, if
necessary, any Participating Broker-Dealer and such other persons required to
deliver a prospectus following the Registered Exchange Offer in connection with
the offering and sale of the Exchange Securities covered by the prospectus, or
any amendment or supplement thereto, included in such Exchange Offer
Registration Statement.


 


(h) Prior to any public
offering of the Securities, pursuant to any Registration Statement, the Issuers
shall use their commercially reasonable efforts to register or qualify or
cooperate with the Holders of the Securities included therein and their
respective counsel in connection with the registration or qualification of the
Securities for offer and sale under the securities or “blue sky” laws of such
states of the United States as any Holder of the Securities reasonably requests
in writing and do any and all other acts or things as may be reasonably
requested to enable the offer and sale in such jurisdictions of the Securities
covered by such Registration Statement; provided, however, that the Issuers
shall not be required to (i) qualify generally to do business in any
jurisdiction where they are not then so qualified or (ii) take any action which
would subject them to general service of process or to taxation in any
jurisdiction where they are not then so subject.


 


(i) The Issuers shall
cooperate with the Holders of the Securities to facilitate the timely preparation
and delivery of certificates representing the Securities to be sold pursuant to
any Registration Statement free of any restrictive legends and in such
denominations and registered in such names as the Holders may request a
reasonable period of time prior to sales of the Securities pursuant to such
Registration Statement.


 


(j) Upon the occurrence
of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above
during the period for which the Issuers are required to maintain an effective Registration
Statement, the Issuers shall promptly prepare and file a post-effective
amendment to the Registration Statement or a supplement to the related
prospectus and any other required document so that, as thereafter delivered to
Holders of the Securities or purchasers of Securities, the prospectus will not
contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. If
the Issuers notify the Initial Purchasers, the Holders of the Securities and
any known Participating Broker-Dealer in accordance with paragraphs (ii)
through (v) of Section 3(b) above to suspend the use of the prospectus until
the requisite changes to the prospectus have been made, then the Initial
Purchasers, the Holders of the Securities and any such Participating
Broker-Dealers shall suspend use of such prospectus, and the period of
effectiveness of the Shelf Registration Statement provided for in Section 2(b)
above and the Exchange Offer Registration Statement provided for in Section 1
above shall each be extended by the number of days from and including the date
of the giving of such notice to and including the date when the Initial
Purchasers, the Holders of the Securities and any known Participating
Broker-Dealer shall have received such amended or supplemented prospectus
pursuant to this Section 3(j).


 


(k) Not later than the
effective date of the applicable Registration Statement, the Issuers will
provide a CUSIP number for the Initial Securities, the Exchange Securities or
the Private Exchange Securities, as the case may be, and provide the applicable
trustee with printed certificates for the Initial Securities, the Exchange
Securities or the Private Exchange Securities, as the case may be, in a form
eligible for deposit with The Depository Trust Company.


 


(1) The Issuers will
comply with all rules and regulations of the Commission to the extent and so
long as they are applicable to the Registered Exchange Offer or the Shelf
Registration and will make generally available to their security holders (or
otherwise provide in accordance with


 

















 


Section 11(a) of the Securities Act) an earning
statement satisfying the provisions of Section 11(a) of the Securities Act, no
later than 45 days after the end of a 12-month period (or 90 days, if such
period is a fiscal year) beginning with the first month of the Issuers’ first
fiscal quarter commencing after the effective date of the Registration
Statement, which statement shall cover such 12-month period.


 


(m) The Issuers shall
cause the Indenture to be qualified under the Trust Indenture Act of 1939, as
amended, in a timely manner and containing such changes, if any, as shall be necessary
for such qualification. In the event that such qualification would require the
appointment of a new trustee under the Indenture, the Issuers shall appoint a
new trustee thereunder pursuant to the applicable provisions of the Indenture.


 


(n) The Issuers may
require each Holder of Securities to be sold pursuant to the Shelf Registration
Statement to furnish to the Issuers such information regarding the Holder and
the distribution of the Securities as the Issuers may from time to time
reasonably require for inclusion in the Shelf Registration Statement, and the
Issuers may exclude from such registration the Securities of any Holder that
unreasonably fails to furnish such information within a reasonable time after
receiving such request.


 


(o) The Issuers shall
enter into such customary agreements (including, if requested, an underwriting
agreement in customary form) and take all such other action, if any, as any
Holder of the Securities shall reasonably request in order to facilitate the
disposition of the Securities pursuant to any Shelf Registration.


 


(p) In the case of any
Shelf Registration, the Issuers shall (i) make reasonably available for
inspection during normal business hours of the Issuers by the Holders of the
Securities, any underwriter participating in any disposition pursuant to the
Shelf Registration Statement and any attorney, accountant or other agent
retained by the Holders of the Securities or any such underwriter all relevant
financial and other records, pertinent corporate documents and properties of
the Issuers and (ii) cause the Issuers’ officers, directors, employees,
accountants and auditors to supply all relevant information reasonably
requested by the Holders of the Securities or any such underwriter, attorney,
accountant or agent in connection with the Shelf Registration Statement, in
each case, as shall be reasonably necessary to enable such persons, to conduct
a reasonable investigation within the meaning of Section 11 of the Securities
Act; provided, however, that the foregoing inspection and information gathering
shall be coordinated on behalf of the Initial Purchasers by you and on behalf
of the other parties, by one counsel designated by and on behalf of such other
parties as described in Section 4 hereof; and provided, further, that each such
Holder, underwriter, attorney, accountant or agent shall agree in writing that
it will keep such information confidential and that it will not disclose any
such information unless (A) the disclosure of such information is necessary to
avoid or correct a material misstatement or material omission in such
Registration Statement or prospectus, (B) the release of such information is
ordered pursuant to a subpoena or other order from a court of competent
jurisdiction, or is reasonably necessary in order to establish a “due diligence”
defense pursuant to Section 11 of the Securities Act, or (C) the information
has been made generally available to the public other than by any of such
persons or their respective affiliates; provided, however, that prior notice
shall be provided as soon as practicable to the Company of the potential
disclosure of any information by such person pursuant to clause (A) or (B) of
this sentence in order to permit the Issuers to obtain a protective order (or
to waive the provisions of this paragraph (p)).


 


(q) In the case of any
Shelf Registration, the Issuers, if requested by any Holder of Securities
covered thereby, shall cause (i) their counsel to deliver an opinion and
updates thereof relating to the Securities in customary form addressed to such
Holders and the managing underwriters, if any, thereof and dated, in the case
of the initial opinion, the effective date of such Shelf Registration Statement
substantially in the form of the opinion delivered by such counsel on the
Closing Date pursuant to Section 6(d) of the Purchase Agreement with such
changes as are customary in connection with the preparation of a Shelf
Registration Statement; (ii) their officers to execute and deliver all
customary documents and certificates and updates thereof requested by


 

















 


any underwriters of the applicable Securities and
(iii) their independent public accountants to provide to the selling Holders of
the applicable Securities and any underwriter therefor a comfort letter in
customary form and covering matters of the type customarily covered in comfort
letters in connection with primary underwritten offerings, subject to receipt
of appropriate documentation as contemplated, and only if permitted, by
Statement of Auditing Standards No. 72.


 


(s) If a Registered
Exchange Offer or a Private Exchange is to be consummated, upon delivery of the
Initial Securities by Holders to the Issuers (or to such other Person as
directed by the Issuers) in exchange for the Exchange Securities or the Private
Exchange Securities, as the case may be, the Issuers shall mark, or caused to
be marked, on the Initial Securities so exchanged that such Initial Securities
are being canceled in exchange for the Exchange Securities or the Private
Exchange Securities, as the case may be; in no event shall the Initial
Securities be marked as paid or otherwise satisfied.


 


(t) The Issuers will use
their commercially reasonable efforts to (a) if the Initial Securities have
been rated prior to the initial sale of such Initial Securities, confirm such
ratings will apply to the Securities covered by a Registration Statement, or
(b) if the Initial Securities were not previously rated, cause the Securities
covered by a Registration Statement to be rated with the appropriate rating agencies,
if so requested by Holders of a majority in aggregate principal amount of
Securities covered by such Registration Statement, or by the managing
underwriters, if any.


 


(u) In the event that any
broker-dealer shall underwrite any Securities or participate as a member of an
underwriting syndicate or selling group or “assist in the distribution” (within
the meaning of the Conduct Rules (the “Rules”) of the National Association
of Securities Dealers, Inc. (“NASD”)) thereof, whether as a Holder
of such Securities or as an underwriter, a placement or sales agent or a broker
or dealer in respect thereof, or otherwise, the Issuers will assist such
broker-dealer in complying with the requirements of such Rules, including,
without limitation, by (i) if such Rules, including Rule 2720, shall so
require, engaging a “qualified independent underwriter” (as defined in Rule
2720) to participate in the preparation of the Registration Statement relating
to such Securities, to exercise usual standards of due diligence in respect
thereto and, if any portion of the offering contemplated by such Registration
Statement is an underwritten offering or is made through a placement or sales
agent, to recommend the yield of such Securities, (ii) indemnifying any such
qualified independent underwriter to the extent of the indemnification of
underwriters 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 Rules.


 


(v) The Issuers shall use
their commercially reasonable efforts to take all other steps necessary to
effect the registration of the Securities covered by a Registration Statement
contemplated hereby.


 


4. Registration Expenses. The Issuers shall
bear all fees and expenses incurred in connection with the performance of their
obligations under Sections 1 through 3 hereof, whether or not the Registered
Exchange Offer or a Shelf Registration is filed or becomes effective.


 


5. Indemnification. (a) The Issuers agree,
jointly and severally, to indemnify and hold harmless each Holder of the
Securities, any Participating Broker-Dealer and each person, if any, who
controls such Holder or such Participating Broker-Dealer within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act (each
Holder, any Participating Broker-Dealer and such controlling persons are
referred to collectively as the “Indemnified Parties”) from and
against any losses, claims, damages or liabilities, joint or several, or any
actions in respect thereof (including, but not limited to, any losses, claims,
damages, liabilities or actions relating to purchases and sales of the
Securities) to which each Indemnified Party may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of, or are based upon, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they are made, not


 

















 


misleading, and shall reimburse, as incurred, the
Indemnified Parties for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof; provided, however, that (i) the Issuers
shall not be liable in any such case to the extent that such loss, claim,
damage or liability arises out of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in a Registration
Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration in reliance upon and in
conformity with written information pertaining to such Holder and furnished to
the Issuers by or on behalf of such Holder specifically for inclusion therein
and (ii) with respect to any untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus relating to a Shelf
Registration Statement, the indemnity agreement contained in this subsection
(a) shall not inure to the benefit of any Holder or Participating Broker-Dealer
from whom the person asserting any such losses, claims, damages or liabilities
purchased the Securities concerned, to the extent that a prospectus relating to
such Securities was required to be delivered by such Holder or Participating
Broker-Dealer under the Securities Act in connection with such purchase and any
such loss, claim, damage or liability of such Holder or Participating
Broker-Dealer results from the fact that 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 the final prospectus if the Issuers had previously
furnished copies thereof to such Holder or Participating Broker-Dealer;
provided further, however, that this indemnity agreement will be in addition to
any liability that the Issuers may otherwise have to such Indemnified Party.
The Issuers shall also indemnify underwriters, their officers and directors and
each person who controls such underwriters within the meaning of the Securities
Act or the Exchange Act to the same extent as provided above with respect to
the indemnification of the Holders of the Securities if requested by such
Holders.


 


(b) Each Holder of the
Securities, severally and not jointly, will indemnify and hold harmless each
Issuer, their directors and officers and each person, if any, who controls such
Issuer within the meaning of the Securities Act or the Exchange Act from and
against any losses, claims, damages or liabilities or any actions in respect
thereof, to which each Issuer or any such controlling person may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such
losses, claims, damages, liabilities or actions arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained
in a Registration Statement or prospectus or in any amendment or supplement
thereto or in any preliminary prospectus relating to a Shelf Registration, or
arise out of or are based upon the omission or alleged omission to state
therein, in light of the circumstances under which they are made, a material
fact necessary to make the statements therein not misleading, but in each case
only to the extent that the untrue statement or omission or alleged untrue
statement or omission was made in reliance upon and in conformity with written
information pertaining to such Holder and furnished to the Issuers by or on
behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Issuers for any legal or other expenses reasonably incurred by
the Issuers or any such controlling person in connection with investigating or
defending any loss, claim, damage, liability or action in respect thereof. This
indemnity agreement will be in addition to any liability which such Holder may
otherwise have to the Issuers or any of its controlling persons.


 


(c) Promptly after
receipt by an indemnified party under this Section 5 of notice of the
commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is
to be made against the indemnifying party under this Section 5, notify the
indemnifying party of the commencement thereof; but the failure to notify the
indemnifying party shall not relieve the indemnifying party from any liability
that it may have under subsection (a) or (b) above except to the extent that it
has been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided further that the failure to notify the
indemnifying party shall not relieve it from any liability that it may have to
an indemnified party otherwise than under subsection (a) or (b) above. In case
any such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in


 

















 


connection with the defense thereof. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified party
shall have mutually agreed to the contrary; (ii) the indemnifying party has
failed within a reasonable time to retain counsel reasonably satisfactory to
the indemnified party; (iii) the indemnified party shall have reasonably
concluded that there may be legal defenses available to it that are different
from or in addition to those available to the indemnifying party, or (iv) the
named parties in any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood and agreed that
the indemnifying party shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all
indemnified parties, and that all such fees and expenses shall be reimbursed as
they are incurred. Any such separate firm for any Initial Purchaser, its
affiliates, directors and officers and any control persons of such Initial
Purchaser shall be designated in writing by CSFB and any such separate firm for
the Issuers, their directors and officers and any control persons of the
Issuers shall be designated in writing by the Issuers. No indemnifying party
shall, without the prior written consent of the indemnified party, settle,
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 any
indemnified party is or could have been a party and indemnity could have been
sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise
or consent (i) includes an unconditional release of such indemnified party from
all liability on any claims that are the subject matter of such action, and
(ii) does not include a statement as to or an admission of fault, culpability
or a failure to act by or on behalf of any indemnified party.


 


(d) If the
indemnification provided for in this Section 5 is unavailable or insufficient
to hold harmless an indemnified party under subsections (a) or (b) above, then
each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the indemnifying party or parties on the one hand and the indemnified party on
the other from the Initial Placement, or (ii) if the allocation provided by the
foregoing clause (i) is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the indemnifying party or parties on
the one hand and the indemnified party on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Issuers on the one hand or
such Holder or such other indemnified party, as the case may be, on the other,
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid
by an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which
is the subject of this subsection (d). Notwithstanding any other provision of
this Section 5(d), the Holders of the Securities shall not be required to
contribute any amount in excess of the amount by which the net proceeds
received by such Holders from the sale of the Securities pursuant to a
Registration Statement exceeds the amount of damages which such Holders have
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 1l(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this paragraph (d), each person,
if any, who controls such indemnified party within the meaning of the
Securities Act or the Exchange Act shall have the same rights to contribution
as such indemnified party and each person, if any, who controls any Issuer
within the meaning of the Securities Act or the Exchange Act shall have the
same rights to contribution as the Issuers.


 


(e) The agreements
contained in this Section 5 shall survive the sale of the Securities pursuant
to a Registration Statement and shall remain in full force and effect,
regardless of any termination or cancellation of this Agreement or any
investigation made by or on behalf of any indemnified party.


 

















 


6. Additional Interest Under Certain Circumstances. (a)
Additional interest (“Additional Interest”) with respect
to the Initial Securities shall be assessed as follows if any of the following
events occur (each such event in clauses (i) through (vi) below a “Registration
Default”):


 


(1)                      an Exchange
Offer Registration Statement required by this Agreement is not filed with the
Commission on or prior to the 180th day after the Issue Date,


 


(2)                      an Exchange
Offer Registration Statement is not declared effective by the Commission on or
prior to the 270th day after the Issue Date or, if obligated to file
a Shelf Registration Statement pursuant to Section 2(a)(x) above, a Shelf
Registration Statement is not declared effective by the Commission on or prior
to the 330th day after the Issue Date,


 


(3)                      the Exchange
Offer has not been consummated on or before the 40th day after the
Exchange Offer Registration Statement is declared effective,


 


(4)                      if obligated
to file the Shelf Registration Statement pursuant to Section 2(a)(y), the
Company fails to file the Shelf Registration Statement with the Commission on
or prior to the 90th day (the “Shelf Filing  Date”)
after the date on which the obligation to file a Shelf Registration Statement
arises,


 


(5)                      if obligated
to file a Shelf Registration Statement pursuant to clause 2(a)(y) above, the
Shelf Registration Statement is not declared effective on or prior to the 90th
day after the Shelf Filing Date, or


 


(6)                      any
Registration Statement required by this Agreement has been declared effective
(A) such Registration Statement thereafter ceases to be effective; or (B) such
Registration Statement or the related prospectus ceases to be usable in
connection with resales of Transfer Restricted Securities during the periods
specified herein because either (1) any event occurs as a result of which the
related prospectus forming part of such Registration Statement would include
any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein in the light of the circumstances
under which they were made not misleading, or (2) it shall be necessary to
amend such Registration Statement or supplement the related prospectus, to
comply with the Securities Act or the Exchange Act or the respective rules
thereunder;


 


Additional Interest shall accrue on the Initial
Securities over and above the interest set forth in the title of the Securities
from and including the date on which any such Registration Default shall occur
to but excluding the earlier of (x) the date on which all such Registration
Defaults have been cured and (y) the date the Issuers’ obligation to keep the
Registration Statement effective ceases under Section 2(b) hereof, at a rate of
0.25% per annum (the “Additional Interest Rate”) for the
first 90-day period immediately following the occurrence of such Registration
Default. The Additional Interest Rate shall increase by an additional 0.25% per
annum with respect to each subsequent 90-day period until all Registration
Defaults have been cured, up to a maximum Additional Interest Rate of 1.00% per
annum.


 


(a) A Registration
Default referred to in Section 6(a)(vi) hereof shall be deemed not to have
occurred and be continuing in relation to a Shelf Registration Statement or the
related prospectus if (i) such Registration Default has occurred solely as a
result of (x) the filing of a post-effective amendment to such Shelf
Registration Statement to incorporate annual audited financial information with
respect to the Issuers where such post-effective amendment is not yet effective
and needs to be declared effective to permit Holders to use the related
prospectus or (y) other material events, with respect to the Issuers that would
need to be described in such Shelf Registration Statement or the related
prospectus and (ii) in the case of clause (y), the Issuers are proceeding
promptly and in good faith to amend or supplement such Shelf Registration Statement
and related prospectus to describe such events; provided, however, that in any
case if such Registration Default occurs for a continuous period in excess of
45 days, Additional Interest shall be payable in accordance with the above
paragraph from the day such Registration Default occurs until such Registration
Default is cured.


 

















 


(b)                    Any amounts of
Additional Interest due pursuant to Section 7(a) above will be payable in cash
on the regular interest payment dates with respect to the Initial Securities.
The amount of Additional Interest will be determined by multiplying the
applicable Additional Interest Rate by the principal amount of the Initial
Securities, multiplied by a fraction, the numerator of which is the number of
days such Additional Interest Rate was applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months),
and the denominator of which is 360.


 


(c)                     “Transfer Restricted Securities” means each
Security until (i) the date on which such Transfer Restricted Security has been
exchanged by a person other than a broker-dealer for a freely transferable
Exchange Security in the Registered Exchange Offer, (ii) following the exchange
by a broker-dealer in the Registered Exchange Offer of a Initial Security for
an Exchange Security, the date on which such Exchange Security is sold to a
purchaser who receives from such broker-dealer on or prior to the date of such
sale a copy of the prospectus contained in the Exchange Offer Registration
Statement, (iii) the date on which such Initial Security has been effectively
registered under the Securities Act and disposed of in accordance with the
Shelf Registration Statement or (iv) the date on which such Initial Securities
is distributed to the public pursuant to Rule 144 under the Securities Act or
is saleable pursuant to Rule 144(k) under the Securities Act.


 


7. Rules 144 and 144A. The Issuers shall use
their commercially reasonable efforts to file the reports required to be filed
by it under the Securities Act and the Exchange Act in a timely manner and, if
at any time the Issuers are not required to file such reports, they will, upon
the request of any Holder of Initial Securities, make publicly available other
information so long as necessary to permit sales of their securities  pursuant to Rules 144 and 144A. The Issuers
covenant that they will take such further action as any Holder of Initial
Securities may reasonably request, all to the extent required from time to time
to enable such  Holder to sell Initial
Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rules 144 and 144A (including the requirements of
Rule 144A(d)(4)). The Issuers will provide a copy of this Agreement to
prospective purchasers of Initial Securities identified to the Issuers by the
Initial Purchasers upon request. Upon the request of any Holder of Initial
Securities, the Issuers shall deliver to such Holder a written statement as to
whether it has complied with such requirements. Notwithstanding the foregoing,
nothing in this Section 7 shall be deemed to require the Issuers to register
any of their securities pursuant to the Exchange Act.


 


8. Underwritten Registrations. If any of the
Transfer Restricted Securities covered by any Shelf Registration are to be sold
in an underwritten offering, the investment banker or investment bankers and
manager or managers that will administer the offering will be selected by the
Holders of a majority in aggregate principal amount of such Transfer Restricted
Securities to be included in such offering.


 


No person may participate
in any underwritten registration hereunder unless such person (i) agrees to
sell such person’s Transfer Restricted Securities on the basis reasonably
provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.


 


9. Miscellaneous.


 


(a)                     Remedies. The Issuers acknowledge and
agree that any failure by the Issuers to comply with its obligations under
Section 1 and 2 hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it
will not be possible to measure damages for such injuries precisely and that,
in the event of any such failure, the Initial Purchasers or any Holder may
obtain such relief as may be required to specifically enforce the Issuers’
obligations under Sections 1 and 2 hereof. The Issuers further agrees to waive
the defense in any action for specific performance that a remedy at law would
be adequate.


 


(b)                  No Inconsistent
Agreements. The Issuers 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 rights
granted to the Holders


 

















 


hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Issuers’ securities
under any agreement in effect on the date hereof.


 


(c)                     Amendments and Waivers. The provisions of
this Agreement may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, except by
the Issuers and the written consent of the Holders of a majority in principal
amount of the Securities affected by such amendment, modification, supplement,
waiver or consents.


 


(d)                    Notices. All notices and other
communications provided for or permitted hereunder shall be made in writing by
hand delivery, first-class mail, facsimile transmission, or air courier which
guarantees overnight delivery:


 


(1)               if to a Holder of
the Securities, at the most current address given by such Holder to the
Issuers.


 


(2)               if to the initial
Purchasers;


 


Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.: (212) 325-8278

Attention: Transactions Advisory Group


 


with a copy to:


 


O’Melveny & Myers
LLP

Times Square Tower

7 Times Square

New York, NY 10036

Attention: Cristopher Greer


 


(3)                                                     if
to the Issuers, at the following address:


 


Panolam Industries International, Inc.

20 Progress Drive

New York, NY 10010-3629

Attention: Chief Financial Officer


 


with a copy to:


 


Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention: Matthew Bloch


 


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 receipt is acknowledged by recipient’s
facsimile machine operator, if sent by facsimile transmission; and on the day
delivered, if sent by overnight air courier guaranteeing next day delivery.


 


(e) Successors and Assigns. This Agreement
shall be binding upon the Issuers and their successors and assigns.


 

















 


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


 


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


 


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


 


(i)                        Severability. If 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.


 


(j)                        Securities Held by the Issuers. Whenever
the consent or approval of Holders of a specified percentage of principal amount
of Securities is required hereunder, Securities held by the Issuers or their
affiliates (other than subsequent Holders of Securities if such subsequent
Holders are deemed to be affiliates solely by reason of their holdings of such
Securities) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.


 


(k)                     Submission to Jurisdiction; Waiver of Immunities. The
Issuers hereby submit to the non-exclusive jurisdiction of the Federal and
state courts in the Borough of Manhattan in the City of New York in any suit or
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby. To the extent that any Issuer may acquire any immunity
from jurisdiction of any court or from any legal process (whether through
service of notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property, it
hereby irrevocably waives such immunity in respect of this Agreement, to the
fullest extent permitted by law.


 

















 


If the foregoing is in
accordance with your understanding of our agreement, please sign and return to
the Issuers a counterpart hereof, whereupon this instrument, along with all
counterparts, will become a binding agreement among the parties in accordance
with its terms.


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PIH ACQUISITION CO.

  
	
   

  	
   

  	
   

  
	
  



  	
   

  	
  By:

  	
  

  /s/ Darren J. Gold

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Darren J. Gold 

  Title: President

  



 


 


	
   

  	
   

  	
  PANOLAM INDUSTRIES INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  

  by

  	
  

  /s/ Robert J. Muller, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Robert J. Muller, Jr.

  Title: President and Chief Executive Officer

  



 


 


	
   

  	
   

  	
  PANOLAM INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  

  by

  	
  

  /s/ Robert J. Muller, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Robert J. Muller, Jr.

  Title: President and Chief Executive Officer

  



 


 


	
   

  	
   

  	
  PIONEER PLASTICS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  

  by

  	
  

  /s/ Robert J. Muller, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Robert J. Muller, Jr.

  Title: President and Chief Executive Officer

  



 

















 


The foregoing Registration

Rights Agreement is hereby confirmed

and accepted as of the date first

above written.


 


 


	
  by: CREDIT SUISSE FIRST
  BOSTON LLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  

  /s/ Ted Iantuono

  	
   

  	
   

  	
   

  	
  



  
	
   

  	
  Name: Ted
  Iantuono 

  	
   

  	
   

  	
   

  
	
   

  	
  Title:   Managing
  Director 

  	
   

  	
   

  	
   

  
						



 


	
  by:
  JEFFERIES & COMPANY, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  

  /s/ M. Brent Stevens

  	
   

  	
   

  	
   

  	
  



  
	
   

  	
  Name: M.
  Brent Stevens

  	
   

  	
   

  	
   

  
	
   

  	
  Title:
    Executive Vice President

  	
   

  	
   

  	
   

  
						



 

















 


Schedule A


 


List of Guarantors


 


Panolam Industries, Inc.


Pioneer Plastics Corporation


 

















 


ANNEX A


 


Each broker-dealer that receives Exchange
Securities for its own account pursuant to the Exchange Offer must acknowledge
that it will deliver a prospectus in connection with any resale of such
Exchange Securities. The Letter of Transmittal states that by so acknowledging
and by delivering a prospectus, a broker-dealer will not be deemed to admit
that it is an “underwriter” within the meaning of the Securities Act. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received
in exchange for Initial Securities where such Initial Securities were acquired
by such broker-dealer as a result of market-making activities or other trading
activities. The Issuers have agreed that, for a period of 180 days after the
Expiration Date (as defined herein), it will make this Prospectus available to
any broker-dealer for use in connection with any such resale. See “Plan of
Distribution.”


 

















 


ANNEX B


 


Each
broker-dealer that receives Exchange Securities for its own account in exchange
for Securities, where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See “Plan of Distribution.”


 

















 


ANNEX C


 


PLAN OF DISTRIBUTION


 


Each
broker-dealer that receives Exchange Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as
a result of market-making activities or other trading activities. The Issuers
have agreed that, for a period of 180 days after the Expiration Date, it will
make this prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale. In addition, until
             
, 200 , all dealers effecting transactions in the Exchange Securities may
be required to deliver a prospectus.(1)


 


The Issuers will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers
for their own account pursuant to the Exchange Offer may be sold from time to
time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may
be deemed to be an “underwriter” within the meaning of the Securities Act and
any profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that,
by acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter” within
the meaning of the Securities Act.


 


For a period of 180 days after the Expiration Date the Issuers will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Issuers have agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.


 


 






(1) In addition, the legend required by Item
502(e) of Regulation S-K will appear on the back cover page of the Exchange
Offer prospectus.


 

















 


ANNEX D


 


o                       CHECK HERE
IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.


 


	
  Name:

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  
			



 


If the undersigned is not a
broker-dealer, the undersigned represents that it is not engaged in, and does
not intend to engage in, a  distribution
of Exchange Securities. If the undersigned is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Initial Securities that
were acquired as a  result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such Exchange
Securities; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an “underwriter” within the
meaning of the Securities Act.