Notes Registration Rights Agreement Sample Contracts

Verso Paper Holdings LLC – Notes Registration Rights Agreement (August 7th, 2014)

This Notes Registration Rights Agreement (this Agreement) is made and entered into as of August 1, 2014, by and among Verso Paper Holdings LLC, a Delaware limited liability company (the Company), Verso Paper Inc., a Delaware corporation (the Co-Issuer), the subsidiaries of the Company listed on Schedule A hereto (collectively, the Guarantors) and Evercore Group L.L.C., Credit Suisse Securities (USA) LLC and Barclays Capital Inc. (collectively, the Dealer Managers), each of whom has agreed to severally act as dealer manager and solicitation agent, pursuant to the Dealer Manager Agreement (as defined below), for (a) (i) the Company and the Co-Issuers offer to exchange (the Second Lien Notes Exchange Offer) any and all of their outstanding 8.75% Second Priority Senior Secured Notes due 2019 for Second Priority Adjustable Senior Secured Notes (the Initial Second Lien Notes) issued by the Company and the Co-Issuer and fully and unconditionally guaranteed by the Guarantors (the Second Lien N

Notes Registration Rights Agreement (August 7th, 2014)

This Notes Registration Rights Agreement (this Agreement) is made and entered into as of August 1, 2014, by and among Verso Paper Holdings LLC, a Delaware limited liability company (the Company), Verso Paper Inc., a Delaware corporation (the Co-Issuer), the subsidiaries of the Company listed on Schedule A hereto (collectively, the Guarantors) and Evercore Group L.L.C., Credit Suisse Securities (USA) LLC and Barclays Capital Inc. (collectively, the Dealer Managers), each of whom has agreed to severally act as dealer manager and solicitation agent, pursuant to the Dealer Manager Agreement (as defined below), for (a) (i) the Company and the Co-Issuers offer to exchange (the Second Lien Notes Exchange Offer) any and all of their outstanding 8.75% Second Priority Senior Secured Notes due 2019 for Second Priority Adjustable Senior Secured Notes (the Initial Second Lien Notes) issued by the Company and the Co-Issuer and fully and unconditionally guaranteed by the Guarantors (the Second Lien N

2021 Notes Registration Rights Agreement (September 11th, 2013)

This REGISTRATION RIGHTS AGREEMENT dated September 11, 2013 (this Agreement) is entered into by and among Sprint Corporation (formerly known as Starburst II, Inc.), a Delaware corporation (the Company), Sprint Communications, Inc. (formerly known as Sprint Nextel Corporation), a Kansas corporation (the Guarantor), and J.P. Morgan Securities LLC and each of the other initial purchasers named in Schedule A hereto (collectively the Initial Purchasers) for whom J.P. Morgan Securities LLC is acting as representative (the Representative).

2023 Notes Registration Rights Agreement (September 11th, 2013)

This REGISTRATION RIGHTS AGREEMENT dated September 11, 2013 (this Agreement) is entered into by and among Sprint Corporation (formerly known as Starburst II, Inc.), a Delaware corporation (the Company), Sprint Communications, Inc. (formerly known as Sprint Nextel Corporation), a Kansas corporation (the Guarantor), and J.P. Morgan Securities LLC and each of the other initial purchasers named in Schedule A hereto (collectively the Initial Purchasers) for whom J.P. Morgan Securities LLC is acting as representative (the Representative).

Second Lien Notes Registration Rights Agreement (March 6th, 2012)

This SECOND LIEN NOTES REGISTRATION RIGHTS AGREEMENT, dated as of February 25, 2012, (this Agreement), is entered into among WILLIAM LYON HOMES, INC., a California corporation (the Company), and the Holders (as defined below). Capitalized terms not otherwise defined herein have the meanings set forth in Section 1.

Third Senior Secured Notes Registration Rights Agreement Joinder (November 3rd, 2011)

With respect to the Senior Secured Notes Registration Rights Agreement, dated as of February 1, 2011, among Reynolds Group Issuer Inc., a corporation organized under the laws of Delaware (the US Corporate Issuer), Reynolds Group Issuer LLC, a limited liability company organized under the laws of Delaware (the US LLC Issuer), Reynolds Group Issuer (Luxembourg) S.A., a societe anonyme (public limited liability company) incorporated under the laws of Luxembourg (the Lux Issuer and, together with the US Corporate Issuer and the US LLC Issuer, the Issuers), certain Guarantors (as defined therein) and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein and, such agreement, the Registration Rights Agreement), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the signatories hereto (each a Guarantor) assumes all of the rights and obligations as Guarantors under the Registration Rights Agree

First Senior Secured Notes Registration Rights Agreement Joinder (November 3rd, 2011)

With respect to the Senior Secured Notes Registration Rights Agreement, dated as of February 1, 2011, among Reynolds Group Issuer Inc., a corporation organized under the laws of Delaware (the US Corporate Issuer), Reynolds Group Issuer LLC, a limited liability company organized under the laws of Delaware (the US LLC Issuer), Reynolds Group Issuer (Luxembourg) S.A., a societe anonyme (public limited liability company) incorporated under the laws of Luxembourg (the Lux Issuer and, together with the US Corporate Issuer and the US LLC Issuer, the Issuers), certain Guarantors (as defined therein) and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein and, such agreement, the Registration Rights Agreement), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, (i) each of the signatories hereto (each a Guarantor) assumes all of the rights and obligations as Guarantors under the Registration Rights A

Fourth Senior Secured Notes Registration Rights Agreement Joinder (November 3rd, 2011)

With respect to the Senior Secured Notes Registration Rights Agreement, dated as of October 15, 2010, among RGHL US Escrow I Inc., a company incorporated under the laws of the State of Delaware (the US Corporate Escrow Issuer), RGHL US Escrow I LLC, a limited liability company organized under the laws of the State of Delaware (the US LLC Escrow Issuer) and RGHL Escrow Issuer (Luxembourg) I S.A., a company incorporated as a societe anonyme (a public limited liability company) under the laws of Luxembourg (the Lux Escrow Issuer and, together with the US Corporate Escrow Issuer and the US LLC Escrow Issuer, the Escrow Issuers), and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein and, such agreement, the Senior Secured Notes Registration Rights Agreement), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the signatory hereto assumes all of the rights and obligations as Guarantors under the

Fourth Senior Notes Registration Rights Agreement Joinder (November 3rd, 2011)

With respect to the Senior Notes Registration Rights Agreement, dated as of October 15, 2010, among RGHL US Escrow I Inc., a company incorporated under the laws of the State of Delaware (the US Corporate Escrow Issuer), RGHL US Escrow I LLC, a limited liability company organized under the laws of the State of Delaware (the US LLC Escrow Issuer) and RGHL Escrow Issuer (Luxembourg) I S.A., a company incorporated as a societe anonyme (a public limited liability company) under the laws of Luxembourg (the Lux Escrow Issuer and, together with the US Corporate Escrow Issuer and the US LLC Escrow Issuer, the Escrow Issuers), and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein and, such agreement, the Senior Notes Registration Rights Agreement), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the signatory hereto assumes all of the rights and obligations as Guarantors under the Senior Notes Reg

Third Senior Notes Registration Rights Agreement Joinder (November 3rd, 2011)

With respect to the Senior Notes Registration Rights Agreement, dated as of February 1, 2011, among Reynolds Group Issuer Inc., a corporation organized under the laws of Delaware (the US Corporate Issuer), Reynolds Group Issuer LLC, a limited liability company organized under the laws of Delaware (the US LLC Issuer), Reynolds Group Issuer (Luxembourg) S.A., a societe anonyme (public limited liability company) incorporated under the laws of Luxembourg (the Lux Issuer and, together with the US Corporate Issuer and the US LLC Issuer, the Issuers), certain Guarantors (as defined therein) and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein and, such agreement, the Registration Rights Agreement), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the signatories hereto (each a Guarantor) assumes all of the rights and obligations as Guarantors under the Registration Rights Agreement, in

First Senior Notes Registration Rights Agreement Joinder (November 3rd, 2011)

With respect to the Senior Notes Registration Rights Agreement, dated as of February 1, 2011, among Reynolds Group Issuer Inc., a corporation organized under the laws of Delaware (the US Corporate Issuer), Reynolds Group Issuer LLC, a limited liability company organized under the laws of Delaware (the US LLC Issuer), Reynolds Group Issuer (Luxembourg) S.A., a societe anonyme (public limited liability company) incorporated under the laws of Luxembourg (the Lux Issuer and, together with the US Corporate Issuer and the US LLC Issuer, the Issuers), certain Guarantors (as defined therein) and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein and, such agreement, the Registration Rights Agreement), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, (i) each of the signatories hereto (each a Guarantor) assumes all of the rights and obligations as Guarantors under the Registration Rights Agreement

Second Senior Secured Notes Registration Rights Agreement Joinder (November 3rd, 2011)

With respect to the Senior Secured Notes Registration Rights Agreement, dated as of February 1, 2011, among Reynolds Group Issuer Inc., a corporation organized under the laws of Delaware (the US Corporate Issuer), Reynolds Group Issuer LLC, a limited liability company organized under the laws of Delaware (the US LLC Issuer), Reynolds Group Issuer (Luxembourg) S.A., a societe anonyme (public limited liability company) incorporated under the laws of Luxembourg (the Lux Issuer and, together with the US Corporate Issuer and the US LLC Issuer, the Issuers), certain Guarantors (as defined therein) and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein and, such agreement, the Registration Rights Agreement), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the signatories hereto (each a Guarantor) assumes all of the rights and obligations as Guarantors under the Registration Rights Agree

Fourth Senior Notes Registration Rights Agreement Joinder (November 3rd, 2011)

With respect to the Senior Notes Registration Rights Agreement, dated as of February 1, 2011, among Reynolds Group Issuer Inc., a corporation organized under the laws of Delaware (the US Corporate Issuer), Reynolds Group Issuer LLC, a limited liability company organized under the laws of Delaware (the US LLC Issuer), Reynolds Group Issuer (Luxembourg) S.A., a societe anonyme (public limited liability company) incorporated under the laws of Luxembourg (the Lux Issuer and, together with the US Corporate Issuer and the US LLC Issuer, the Issuers), certain Guarantors (as defined therein) and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein and, such agreement, the Registration Rights Agreement), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the signatory hereto (a Guarantor) assumes all of the rights and obligations as Guarantors under the Registration Rights Agreement, in each case, as

Fourth Senior Secured Notes Registration Rights Agreement Joinder (November 3rd, 2011)

With respect to the Senior Secured Notes Registration Rights Agreement, dated as of February 1, 2011, among Reynolds Group Issuer Inc., a corporation organized under the laws of Delaware (the US Corporate Issuer), Reynolds Group Issuer LLC, a limited liability company organized under the laws of Delaware (the US LLC Issuer), Reynolds Group Issuer (Luxembourg) S.A., a societe anonyme (public limited liability company) incorporated under the laws of Luxembourg (the Lux Issuer and, together with the US Corporate Issuer and the US LLC Issuer, the Issuers), certain Guarantors (as defined therein) and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein and, such agreement, the Registration Rights Agreement), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the signatory hereto (a Guarantor) assumes all of the rights and obligations as Guarantors under the Registration Rights Agreement, in each c

Second Senior Notes Registration Rights Agreement Joinder (November 3rd, 2011)

With respect to the Senior Notes Registration Rights Agreement, dated as of February 1, 2011, among Reynolds Group Issuer Inc., a corporation organized under the laws of Delaware (the US Corporate Issuer), Reynolds Group Issuer LLC, a limited liability company organized under the laws of Delaware (the US LLC Issuer), Reynolds Group Issuer (Luxembourg) S.A., a societe anonyme (public limited liability company) incorporated under the laws of Luxembourg (the Lux Issuer and, together with the US Corporate Issuer and the US LLC Issuer, the Issuers), certain Guarantors (as defined therein) and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein and, such agreement, the Registration Rights Agreement), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the signatories hereto (each a Guarantor) assumes all of the rights and obligations as Guarantors under the Registration Rights Agreement, in

Series B Notes Registration Rights Agreement (August 8th, 2011)

This Agreement is made pursuant to the letter agreement related to restructuring, dated as of April 29, 2011, as amended, among the Company and the participating lenders party thereto, including the Holders (the Restructuring Agreement). The Notes (as defined below) are being issued pursuant to an Indenture to be entered into by and among the Company, the Guarantors party thereto and U.S. Bank National Association, as trustee (the Trustee), dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the Indenture).

Series a Notes Registration Rights Agreement (August 8th, 2011)

This Agreement is made pursuant to the letter agreement related to restructuring, dated as of April 29, 2011, as amended, among the Company and the participating lenders party thereto, including the Holders (the Restructuring Agreement). The Notes (as defined below) are being issued pursuant to an Indenture to be entered into by and among the Company, the Guarantors party thereto and U.S. Bank National Association, as trustee (the Trustee), dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the Indenture).

YRC Association Solutions, Inc. – Series B Notes Registration Rights Agreement (July 8th, 2011)

This Agreement is made pursuant to the letter agreement related to restructuring, dated as of April 29, 2011, as amended, among the Company and the participating lenders party thereto, including the Holders (the Restructuring Agreement). The Notes (as defined below) are being issued pursuant to an Indenture to be entered into by and among the Company, the Guarantors party thereto and U.S. Bank National Association, as trustee (the Trustee), dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the Indenture).

YRC Association Solutions, Inc. – Series a Notes Registration Rights Agreement (July 8th, 2011)

This Agreement is made pursuant to the letter agreement related to restructuring, dated as of April 29, 2011, as amended, among the Company and the participating lenders party thereto, including the Holders (the Restructuring Agreement). The Notes (as defined below) are being issued pursuant to an Indenture to be entered into by and among the Company, the Guarantors party thereto and U.S. Bank National Association, as trustee (the Trustee), dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the Indenture).

Canwest Propane ULC – FIRST LIEN SENIOR SECURED NOTES REGISTRATION RIGHTS AGREEMENT Dated as of May 27, 2009 by and Among GIBSON ENERGY ULC, GEP MIDSTREAM FINANCE CORP., the GUARANTORS Named Herein and UBS SECURITIES LLC, RBS SECURITIES INC., and RBC CAPITAL MARKETS CORPORATION as Initial Purchasers 11.75% First Lien Senior Secured Notes Due 2014 (February 12th, 2010)

This Registration Rights Agreement (this Agreement) is dated as of May 27, 2009, by and among GIBSON ENERGY ULC, an Alberta unlimited liability corporation (the Company), GEP MIDSTREAM FINANCE CORP., an Alberta corporation (the Co-Issuer), and each of the Guarantors (as defined herein) (the Company, the Co-Issuer and the Guarantors are referred to collectively herein as the Issuers), on the one hand, and UBS SECURITIES LLC (the Representative), RBS SECURITIES INC. (RBS) and RBC CAPITAL MARKETS CORPORATION (RBC and together with RBS and the Representative, the Initial Purchasers), on the other hand.

Canwest Propane ULC – SENIOR NOTES REGISTRATION RIGHTS AGREEMENT Dated as of January 19, 2010 by and Among GIBSON ENERGY ULC, GEP MIDSTREAM FINANCE CORP., the GUARANTORS Named Herein and UBS SECURITIES LLC, MORGAN STANLEY & CO. INCORPORATED and RBC CAPITAL MARKETS CORPORATION as Initial Purchasers 10.00% Senior Notes Due 2018 (February 12th, 2010)

This Registration Rights Agreement (this Agreement) is dated as of January 19, 2010, by and among GIBSON ENERGY ULC, an Alberta unlimited liability corporation (the Company), GEP MIDSTREAM FINANCE CORP., an Alberta corporation (the Co-Issuer), and each of the Guarantors (as defined herein) (the Company, the Co-Issuer and the Guarantors are referred to collectively herein as the Issuers), on the one hand, and UBS SECURITIES LLC, MORGAN STANLEY & CO. INCORPORATED (the Representatives) and RBC CAPITAL MARKETS CORPORATION (together with the Representatives, the Initial Purchasers), on the other hand.

First Priority Notes Registration Rights Agreement (December 8th, 2009)

This First Priority Notes Registration Rights Agreement (this Agreement) is made and entered into as of December 3, 2009, by and among Berry Plastics Corporation, a Delaware corporation (the Company), certain subsidiaries of the Company listed on Annex A-1 of the Purchase Agreement (the Guarantors), Banc of America Securities LLC and Barclays Capital Inc. as representatives of the Initial Purchasers (collectively, the Representatives), each of whom has agreed to purchase, pursuant to the Purchase Agreement (as defined below), the 8 1/4% First Priority Senior Secured Notes due 2015 (the Initial Notes) issued by the Issuers (as defined herein), which obligations are assumed by the Company on the date hereof. The Guarantors will fully and unconditionally guarantee (the Initial Guarantees), on a senior secured basis, the Companys obligations under the Initial Notes. The Initial Notes and the Initial Guarantees are herein collectively referred to as the Initial Securities.

Second Priority Notes Registration Rights Agreement (December 8th, 2009)

This Second Priority Notes Registration Rights Agreement (this Agreement) is made and entered into as of December 3, 2009, by and among Berry Plastics Corporation, a Delaware corporation (the Company), certain subsidiaries of the Company listed on Annex A-1 of the Purchase Agreement (the Guarantors), Banc of America Securities LLC and Barclays Capital Inc. as representatives of the Initial Purchasers (collectively, the Representatives), each of whom has agreed to purchase, pursuant to the Purchase Agreement (as defined below), the 87/8% Second Priority Senior Secured Notes due 2014 (the Initial Notes) issued by the Issuers (as defined herein), which obligations are assumed by the Company on the date hereof. The Guarantors will fully and unconditionally guarantee (the Initial Guarantees), on a senior secured basis, the Companys obligations under the Initial Notes. The Initial Notes and the Initial Guarantees are herein collectively referred to as the Initial Securities.

AmeriCredit Corp. AmeriCredit Automobile Receivables Trust 2008-2 Class B Asset-Backed Notes AmeriCredit Automobile Receivables Trust 2008-2 Class C Asset-Backed Notes REGISTRATION RIGHTS AGREEMENT (November 26th, 2008)

AmeriCredit Financial Services, Inc., a corporation organized under the laws of Delaware (the Sponsor), AFS SenSub Corp., a Nevada corporation (the Seller) and AmeriCredit Corp. (AmeriCredit) (the Sponsor, the Seller and AmeriCredit, collectively, the Companies and each a Company) and Fairholme Funds, Inc. (the Purchaser) have entered into a note purchase agreement dated November 24, 2008, (the Purchase Agreement), pursuant to which the Purchaser has agreed to purchase $50,645,000 aggregate principal amount of AmeriCredit Automobile Receivables Trust 2008-2 Class B Asset-Backed Notes (collectively, the Class B Notes) and $72,581,000 aggregate principal amount of AmeriCredit Automobile Receivables Trust 2008-2 Class C Asset-Backed Notes (collectively, the Class C Notes), each subject to a single, limited guaranty (the AmeriCredit Guaranty) by AmeriCredit. The Class B Notes and the Class C Notes are referred to collectively herein as the Notes. The Notes will be issued by AmeriCredit Aut

Storm Cat Energy Corporation – Convertible Notes Registration Rights Agreement (February 5th, 2007)

THIS CONVERTIBLE NOTES REGISTRATION RIGHTS AGREEMENT (this Agreement), is made and entered into this 19th day of January, 2007, by and among Storm Cat Energy Corporation, a company incorporated under the laws of the Province of British Columbia, Canada (the Company), and the undersigned Purchasers, in their capacity as both purchasers of Series A Notes (as defined below) and Series B Notes (as defined below) (each, a Purchaser, and collectively, the Purchasers).

2014 Notes Registration Rights Agreement (October 3rd, 2006)

This REGISTRATION RIGHTS AGREEMENT dated October 3, 2006 (the Agreement) is entered into by and among Service Corporation International, a Texas corporation (the Company), and J.P. Morgan Securities Inc. (JPMorgan), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Lehman Brothers Inc., Raymond James & Associates, Inc. and Morgan Keegan & Company, Inc. (the Initial Purchasers).

2018 Notes Registration Rights Agreement (October 3rd, 2006)

This REGISTRATION RIGHTS AGREEMENT dated October 3, 2006 (the Agreement) is entered into by and among Service Corporation International, a Texas corporation (the Company), and J.P. Morgan Securities Inc. (JPMorgan), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Lehman Brothers Inc., Raymond James & Associates, Inc. and Morgan Keegan & Company, Inc. (the Initial Purchasers).

TRANSDIGM INC. 73/4% Senior Subordinated Notes REGISTRATION RIGHTS AGREEMENT (June 28th, 2006)

TransDigm Inc., a Delaware corporation (the Issuer), proposes to issue and sell to the several initial purchasers (collectively, the Initial Purchasers) listed on Schedule A to a purchase agreement, dated as of June 20, 2006 (the Purchase Agreement), upon the terms set forth in such Purchase Agreement, $275,000,000 aggregate principal amount of its 73/4% Senior Subordinated Notes (the Initial Securities) to be unconditionally guaranteed (the Guarantees) by TransDigm Group Incorporated and the subsidiaries of the Issuer listed on Schedule I hereto (such subsidiaries and TransDigm Group Incorporated are hereinafter collectively referred to as the Guarantors, and the Guarantors together with the Issuer are hereinafter collectively referred to as the Company). The Initial Securities will be issued pursuant to an Indenture, dated as of the date hereof (the Indenture), among the Issuer, the Guarantors and The Bank of New York Trust Company, N.A., a national banking association, as trustee

Transdigm Inc – TRANSDIGM INC. 73/4% Senior Subordinated Notes REGISTRATION RIGHTS AGREEMENT (June 28th, 2006)

TransDigm Inc., a Delaware corporation (the Issuer), proposes to issue and sell to the several initial purchasers (collectively, the Initial Purchasers) listed on Schedule A to a purchase agreement, dated as of June 20, 2006 (the Purchase Agreement), upon the terms set forth in such Purchase Agreement, $275,000,000 aggregate principal amount of its 73/4% Senior Subordinated Notes (the Initial Securities) to be unconditionally guaranteed (the Guarantees) by TransDigm Group Incorporated and the subsidiaries of the Issuer listed on Schedule I hereto (such subsidiaries and TransDigm Group Incorporated are hereinafter collectively referred to as the Guarantors, and the Guarantors together with the Issuer are hereinafter collectively referred to as the Company). The Initial Securities will be issued pursuant to an Indenture, dated as of the date hereof (the Indenture), among the Issuer, the Guarantors and The Bank of New York Trust Company, N.A., a national banking association, as trustee

CHESAPEAKE ENERGY CORPORATION 2.75 % Contingent Convertible Senior Notes REGISTRATION RIGHTS AGREEMENT (November 15th, 2005)
Consent, Waiver and Amendment to Convertible Notes Registration Rights Agreement (May 10th, 2005)

THIS CONSENT, WAIVER AND AMENDMENT (this Amendment) is made on this 6th day of May, 2005 by and among ViroPharma Incorporated, a Delaware corporation (the Company), and the investors who have delivered an executed counterpart signature page to this Amendment (collectively, the Investors, and each individually, an Investor). Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the Convertible Notes Registration Rights Agreement, dated October 18, 2004, among the Company and the other signatories thereto (the Registration Rights Agreement).

Interpool – Notes Registration Rights Agreement Interpool, Inc. (December 2nd, 2004)

This NOTES REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of November 29, 2004, between Interpool, Inc., a Delaware corporation (the "Company"), and the investors signatory hereto (each a "Purchaser" and collectively, the "Purchasers").

Common Stock, Preferred Stock, Warrants and Senior Secured Notes Registration Rights Agreement (October 20th, 2004)

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of September 24, 2004 by and among Foster Wheeler Ltd., a Bermuda company, Foster Wheeler LLC, a Delaware limited liability company, the subsidiary guarantors signatory hereto (the "Guarantors" and, together with Foster Wheeler Ltd. and Foster Wheeler LLC, the "Issuers") and the Holders, as defined below.

Convertible Notes Registration Rights Agreement (October 19th, 2004)

THIS CONVERTIBLE NOTES REGISTRATION RIGHTS AGREEMENT (this Agreement), is entered into as of October 18, 2004, by and among VIROPHARMA INCORPORATED, a Delaware corporation (the Company), and the buyers listed on the Schedule of Buyers attached hereto as Exhibit A (each, a Buyer and, collectively, the Buyers).

Interpool – Notes Registration Rights Agreement Interpool, Inc. (September 15th, 2004)

This Agreement is made pursuant to the Securities Purchase Agreement (as defined herein) by and among the Company and the Purchasers. In order to induce the Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement.