Common use of Notes Held by the Company, etc Clause in Contracts

Notes Held by the Company, etc. Whenever the consent or approval of holders of a specified percentage of principal amount of Registrable Notes is required hereunder, Registrable Notes held by the Company or any of its Affiliates (other than subsequent holders of Registrable Notes if such subsequent holders are deemed to be Affiliates solely by reason of their holdings of such Registrable Notes) shall not be counted in determining whether such consent or approval was given by the holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, EDISON MISSION ENERGY By: /s/ Xxxxx X. Xxxxx ---------------------------------- Name: Xxxxx X. Xxxxx Title: Sr. Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXX BROTHERS INC. XX XXXXX SECURITIES CORP. By: CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Xxxxxxxx Xxxx ------------------------------------ Name: Xxxxxxxx Xxxx Title: Managing Director

Notes Held by the Company, etc. Whenever the consent or approval of holders Holders of a specified percentage of principal amount of Registrable Notes or Exchange Notes is required hereunder, Registrable Notes or Exchange Notes, as applicable, held by the Company or any of its Affiliates (other than subsequent holders Holders of Registrable Notes or Exchange Notes if such subsequent holders Holders are deemed to be Affiliates solely by reason of their holdings of such Registrable Notes or Exchange Notes) shall not be counted in determining whether such consent or approval was given by the holders Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to correctly sets forth the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Company, the Subsidiary Guarantors and the Company in accordance with its termsyou. Very truly yours, EDISON MISSION ENERGY XXXXX INDUSTRIES, INC., as successor-in-interest to JFL Merger Co. By: /s/ Xxxxx X. Xxxxx ---------------------------------- XXXXX XXXXX --------------------------------- Name: Xxxxx X. Xxxxx Title: SrXXXXX FLOORING PRODUCTS, INC. Vice President XXXXX CUSTOM PROCESSING, INC. XXXXX RUBBER COMPANY, INC. Each, a Subsidiary Guarantor By: /s/ XXXXX XXXXX --------------------------------- Name: Xxxxx Xxxxx Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXX BROTHERS written. NATIONSBANC CAPITAL MARKETS, INC. XX XXXXX SECURITIES CORP. By: CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Xxxxxxxx Xxxx ------------------------------------ XXXXX XXXXX ------------------------------- Name: Xxxxxxxx Xxxx Xxxxx Xxxxx Title: Managing Director:

Notes Held by the Company, etc. Whenever the consent or approval of holders Holders of a specified percentage of principal amount of Registrable Notes or Exchange Notes is required hereunder, Registrable Notes or Exchange Notes, as applicable, held by the Company or any of its Affiliates (other than subsequent holders Holders of Registrable Notes or Exchange Notes if such subsequent holders Holders are deemed to be Affiliates solely by reason of their holdings of such Registrable Notes or Exchange Notes) shall not be counted in determining whether such consent or approval was given by the holders Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, will become letter and your acceptance shall represent a binding agreement among the Company and the several Initial Purchasers and the Company in accordance with its termsPurchasers. Very truly yours, EDISON MISSION ENERGY By: THE VALSPAR CORPORATION By /s/ Xxxxx Xxxx X. Xxxxx ---------------------------------- Xxxxxxx ----------------------------- Name: Xxxxx Xxxx X. Xxxxx Xxxxxxx Title: Sr. Executive Vice President & Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXX BROTHERS written. BANC OF AMERICA SECURITIES LLC By /s/ Xxxxx X. Xxxxxxx ------------------------------ Name: Xxxxx X. Xxxxxxx Title: Vice President BARCLAYS CAPITAL INC. XX XXXXX SECURITIES CORP. By: CREDIT SUISSE FIRST BOSTON CORPORATION By: By /s/ Xxxxxxxx Xxxx ------------------------------------ Xxxxxx Xxxxxxx ------------------------------ Name: Xxxxxxxx Xxxx Xxxxxx Xxxxxxx Title: Managing Director

Notes Held by the Company, etc. Whenever the consent or approval of holders Holders of a specified percentage of principal amount of Registrable Transfer Restricted Notes or Exchange Notes is required hereunder, Registrable Transfer Restricted Notes or Exchange Notes held by the Company or any of its respective Affiliates (other than subsequent holders Holders of Registrable Transfer Restricted Notes or Exchange Notes if such subsequent holders Holders are deemed to be Affiliates solely by reason of their holdings of such Registrable Notes) shall not be counted in determining whether such consent or approval was given by the holders Holders of such required percentage. If 19 -121- Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign correctly sets forth the agreement between and return to among the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its termsInitial Purchasers. Very truly yours, EDISON MISSION ENERGY DIMON Incorporated /s/ X. X. Xxxxxx By: /s/ ______________________________ Xxxxx X. Xxxxx ---------------------------------- Xxxxxx Name: Xxxxx ______________________________ President and Chief Executive Officer /s/ X. Xxxxx TitleX. Xxxxxx By: Sr. ______________________________ X. X. Xxxxxx Name: ______________________________ Senior Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first written above written CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXX BROTHERS UNION SECURITIES, INC. XX XXXXX SECURITIES CORP. on behalf of the Initial Purchasers /s/ Xxxx Xxxx By: CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Xxxxxxxx ______________________________ Xxxx ------------------------------------ Name: Xxxxxxxx Xxxx Title: Managing DirectorVice President 20 -122-