0000950129-04-000982 Sample Contracts

REGISTRATION RIGHTS AGREEMENT Dated as of March 3, 2004 by and between VERITAS DGC INC. and DEUTSCHE BANK SECURITIES INC. Floating Rate Convertible Senior Notes Due 2024
Registration Rights Agreement • March 3rd, 2004 • Veritas DGC Inc • Oil & gas field exploration services • New York

This Registration Rights Agreement (this “Agreement”) is dated as of March 3, 2004, by and between Veritas DGC Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. (the “Initial Purchaser”).

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GLOBAL SECURITY
Global Security • March 3rd, 2004 • Veritas DGC Inc • Oil & gas field exploration services • New York

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, OR THE “SECURITIES ACT”, AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

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