a5965539ex4_3.htm


    Exhibit
4.3


     

    


     

    REGISTRATION
RIGHTS AGREEMENT

     

     

    by and
among

    


    


    Ingles
Markets, Incorporated

    


    


    


    and

    


    
 

    Banc
of America Securities LLC

    Wachovia
Capital Markets, LLC

    BB&T
Capital Markets, a division of Scott & Stringfellow, LLC

    


    


    
 

    Dated as
of May 12, 2009

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    REGISTRATION
RIGHTS AGREEMENT

     

    This
Registration Rights Agreement (this “Agreement”) is made and entered into as of
May 12, 2009, by and among Ingles Markets, Incorporated, a North Carolina
corporation (the “Company”), and Banc of America Securities LLC, Wachovia
Capital Markets, LLC and BB&T Capital Markets, a division of Scott &
Stringfellow, LLC (collectively, the “Initial Purchasers”), each of whom has
agreed to purchase the Company’s 8-7/8% Senior Notes due 2017 (the “Initial
Securities”) pursuant to the Purchase Agreement (as defined below).

     

    This
Agreement is made pursuant to the Purchase Agreement, dated April 30, 2009 (the
“Purchase Agreement”), between the Company, and the Initial Purchasers (i) for
the benefit of the Initial Purchasers and (ii) for the benefit of the holders
from time to time of the Initial Securities, including the Initial
Purchasers.  In order to induce the Initial Purchasers to purchase the
Initial Securities, the Company has agreed to provide the registration rights
set forth in this Agreement.  The execution and delivery of this
Agreement is a condition to the obligations of the Initial Purchasers set forth
in Section 5(f) of the Purchase Agreement.

     

    The
parties hereby agree as follows:

     

    SECTION
1. 
Definitions.  As
used in this Agreement, the following capitalized terms shall have the following
meanings:

     

    Additional
Interest:  As defined in Section 5 hereof.

     

    Additional Interest Payment
Date:  With respect to the Initial Securities, each Interest
Payment Date.

     

    Advice: As defined in Section
6(c) hereof.

     

    Agreement:  As
defined in the preamble hereto.

     

    Broker-Dealer:  Any
broker or dealer registered under the Exchange Act.

     

    Business Day:  Any
day other than a Saturday, Sunday or U.S. federal holiday or a day on which
banking institutions or trust companies located in New York, New York are
authorized or obligated to be closed.

     

    Closing Date:  The
date of this Agreement.

     

    Commission:  The
Securities and Exchange Commission.

     

    Company:  As
defined in the preamble hereto.

     

    Consummate:  An
Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon
the occurrence of (i) the filing and effectiveness under the Securities Act of
the Exchange Offer Registration Statement relating to the Exchange Securities to
be issued in the Exchange Offer, (ii) the maintenance of such Registration
Statement continuously effective and the keeping of the Exchange Offer open for
a period not less than the minimum period required pursuant to Section 3(b)
hereof, and (iii) the delivery by the Company to the Registrar under the
Indenture of Exchange Securities in the same aggregate principal amount as the
aggregate principal amount of Transfer Restricted Securities that were validly
tendered by Holders thereof and accepted by the Company pursuant to the Exchange
Offer.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Effectiveness Target
Date:  As defined in Section 5 hereof.

     

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

     

    Exchange
Offer:  The registration by the Company under the Securities
Act of the Exchange Securities pursuant to a Registration Statement pursuant to
which the Company offers the Holders of all outstanding Transfer Restricted
Securities, so permitted under applicable law and Commission policy to
participate in such an offer, the opportunity to exchange all such outstanding
Transfer Restricted Securities held by such Holders for Exchange Securities in
an aggregate principal amount equal to the aggregate principal amount of the
Transfer Restricted Securities validly tendered by such Holders and accepted by
the Company in such exchange offer.

     

    Exchange Offer Registration
Statement:  The Registration Statement relating to the Exchange
Offer, including the related Prospectus.

     

    Exchange
Securities:  The 8-7/8% Senior Notes due 2017, of the same
series under the Indenture as the Initial Securities, to be issued to Holders in
exchange for Transfer Restricted Securities in the Exchange Offer.

     

    FINRA:  Financial
Industry Regulatory Authority, Inc.

     

    Holders:  As
defined in Section 2(b) hereof.

     

    Indemnified
Holder:  As defined in Section 8(a) hereof.

     

    Indenture:  The
Indenture, dated as of May 12, 2009, by and between the Company and U.S. Bank,
N.A., as trustee (the “Trustee”), pursuant to which the Securities are to be
issued, as such Indenture is amended or supplemented from time to time in
accordance with the terms thereof.

     

    Initial
Purchaser:  As defined in the preamble hereto.

     

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

     

    Initial
Securities:  As defined in the preamble hereto.

     

    Interest Payment
Date:  As defined in the Indenture and the
Securities.

     

    Person:  An
individual, partnership, corporation, trust or unincorporated organization, or a
government or agency or political subdivision thereof.

     

    
      
        
        

      

      
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    Prospectus:  The
prospectus included in a Registration Statement (including, without limitation,
any “issuer free writing prospectus” as defined in Rule 433 under the Securities
Act), as amended or supplemented by any prospectus supplement and by all other
amendments thereto, including post-effective amendments, and all material
incorporated by reference into such Prospectus.

     

    Purchase
Agreement:  As defined in the preamble hereto.

     

    Registration
Default:  As defined in Section 5 hereof.

     

    Registration
Statement:  Any registration statement of the Company relating
to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b)
the registration for resale of Transfer Restricted Securities pursuant to the
Shelf Registration Statement, in each case (i) which is filed pursuant to the
provisions of this Agreement, (ii) including the Prospectus included therein,
all amendments and supplements thereto (including post-effective amendments) and
(iii) including all exhibits and material incorporated by reference
therein.

     

    Securities:  The
Initial Securities and the Exchange Securities.

     

    Securities
Act:  The Securities Act of 1933, as amended.

     

    Selling
Holder:  Any Holder named as a selling security holder in any
Registration Statement.

     

    Shelf Filing
Deadline:  As defined in Section 4(a) hereof.

     

    Shelf Registration
Statement:  As defined in Section 4(a) hereof.

     

    Trust Indenture
Act:  The Trust Indenture Act of 1939, as amended.

     

    Transfer Restricted
Securities:  Each Initial Security, until the earliest to occur
of (a) the date on which such Initial Security is exchanged in the Exchange
Offer for an Exchange Security entitled to be resold to the public by the Holder
thereof without complying with the prospectus delivery requirements of the
Securities Act, (b) the date on which such Initial Security has been effectively
registered under the Securities Act and disposed of in accordance with a Shelf
Registration Statement and (c) the date on which such Initial Security is
distributed by a Broker-Dealer pursuant to the “Plan of Distribution”
contemplated by the Exchange Offer Registration Statement (including delivery of
the Prospectus contained therein).

     

    Underwritten Registration or
Underwritten Offering:  A registration in which securities of
the Company are sold to an underwriter for reoffering to the
public.

     

    SECTION
2. 
Securities Subject to this
Agreement.

     

    (a)  Transfer Restricted
Securities.  The securities entitled to the benefits of this
Agreement are the Transfer Restricted Securities.

     

    
      
        
        

      

      
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    (b)  Holders of Transfer Restricted
Securities.  A Person is deemed to be a holder of Transfer
Restricted Securities (each, a “Holder”) whenever such Person owns Transfer
Restricted Securities.

     

    SECTION
3. 
Registered Exchange
Offer.

     

    (a)  Unless the
Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) hereof have been complied
with), the Company shall (i) file with the Commission as soon as practicable
after the Closing Date, but in no event later than 120 days after the Closing
Date (or if such 120th day is not a Business Day, the next succeeding Business
Day), a Registration Statement under the Securities Act relating to the Exchange
Securities and the Exchange Offer, (ii) use its reasonable best efforts to cause
such Registration Statement to be declared effective at the earliest possible
time, but in no event later than 210 days after the Closing Date (or if such
210th day is not a Business Day, the next succeeding Business Day), (iii) in
connection with the foregoing, file (A) all pre-effective amendments to such
Registration Statement as may be necessary in order to cause such Registration
Statement to become effective, (B) if applicable, a post-effective amendment to
such Registration Statement pursuant to Rule 430A under the Securities Act and
(C) cause all necessary filings in connection with the registration and
qualification of the Exchange Securities to be made under the state securities
or blue sky laws of such jurisdictions as are necessary to permit Consummation
of the Exchange Offer, and (iv) upon the effectiveness of such Registration
Statement, commence the Exchange Offer.  The Exchange Offer shall be
on the appropriate form permitting registration of the Exchange Securities to be
offered in exchange for the Transfer Restricted Securities and to permit resales
of Initial Securities held by Broker-Dealers as contemplated by Section 3(c)
hereof.

     

    (b)  The
Company shall cause the Exchange Offer Registration Statement to be effective
continuously and shall keep the Exchange Offer open for a period of not less
than the minimum period required under applicable federal and state securities
laws to Consummate the Exchange Offer; provided, however, that in no
event shall such period be less than 30 days after the date notice of the
Exchange Offer is mailed to the Holders.  The Company shall cause the
Exchange Offer to comply with all applicable federal and state securities
laws.  No securities other than the Exchange Securities shall be
included in the Exchange Offer Registration Statement.  The Company
shall use its reasonable best efforts to cause the Exchange Offer to be
Consummated on the earliest practicable date after the Exchange Offer
Registration Statement has become effective, but in no event later than 250 days
after the Closing Date (or if such 250th day is not a Business Day, the next
succeeding Business Day).

     

    (c)  The
Company shall indicate in a “Plan of Distribution” section contained in the
Prospectus forming a part of the Exchange Offer Registration Statement that any
Broker-Dealer who holds Initial Securities that are Transfer Restricted
Securities and that were acquired for its own account as a result of
market-making activities or other trading activities (other than Transfer
Restricted Securities acquired directly from the Company or an affiliate of the
Company), may exchange such Initial Securities pursuant to the Exchange Offer;
however, such Broker-Dealer may be deemed to be an “underwriter” within the
meaning of the Securities Act and must, therefore, deliver a prospectus meeting
the requirements of the Securities Act in connection with any resales of the
Exchange Securities received by such Broker-Dealer in the Exchange Offer, which
prospectus delivery requirement may be satisfied by the delivery by such
Broker-Dealer of the Prospectus contained in the Exchange Offer Registration
Statement.  Such “Plan of Distribution” section shall also contain all
other information with respect to such resales by Broker-Dealers that the
Commission may require in order to permit such resales pursuant thereto, but
such “Plan of Distribution” shall not name any such Broker-Dealer or disclose
the amount of Initial Securities held by any such Broker-Dealer except to the
extent required by the Commission as a result of a change in policy after the
date of this Agreement.

     

    
      
        
        

      

      
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    The
Company shall use its reasonable best efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented and amended as
required by the provisions of Section 6(c) hereof to the extent necessary to
ensure that it is available for resales of Initial Securities acquired by
Broker-Dealers for their own accounts as a result of market-making activities or
other trading activities, and to ensure that it conforms with the requirements
of this Agreement, the Securities Act and the policies, rules and regulations of
the Commission as announced from time to time, for a period ending on the
earlier of (i) 180 days from the date on which the Exchange Offer Registration
Statement is declared effective and (ii) the date on which a Broker-Dealer is no
longer required to deliver a prospectus in connection with market-making or
other trading activities.

     

    The
Company shall provide sufficient copies of the latest version of such Prospectus
to Broker-Dealers promptly upon request at any time during such 180-day (or
shorter as provided in the foregoing sentence) period in order to facilitate
such resales.

     

    SECTION
4. 
Shelf
Registration.

     

    (a)  Shelf
Registration.  If (i) as a result of any changes in law or
applicable interpretations of the staff of the Commission (after the procedures
set forth in Section 6(a) hereof have been complied with) the Company is not
permitted to file an Exchange Offer Registration Statement or to consummate the
Exchange Offer, (ii) for any reason the Exchange Offer is not Consummated within
250 days after the Closing Date (or if such 250th day is not a Business Day, the
next succeeding Business Day), (iii) prior to the Consummation of the Exchange
Offer the Initial Purchasers request from the Company with respect to Transfer
Restricted Securities not eligible to be exchanged for Exchange Securities in
the Exchange Offer or (iv) with respect to any Holder of Transfer Restricted
Securities (A) such Holder is prohibited by applicable law or Commission policy
from participating in the Exchange Offer, or (B) such Holder may not resell the
Exchange Securities acquired by it in the Exchange Offer to the public without
delivering a prospectus and that the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities
acquired directly from the Company or one of its affiliates, then, upon such
Holder’s request, the Company shall

     

    (x)           file
with the Commission a shelf registration statement pursuant to Rule 415 under
the Securities Act, which may be an amendment to the Exchange Offer Registration
Statement (in either event, the “Shelf Registration Statement”) as promptly as
practicable (such date being the “Shelf Filing Deadline”), which Shelf
Registration Statement shall provide for resales of all Transfer Restricted
Securities the Holders of which shall have provided the information required
pursuant to Section 4(b) hereof; and

     

    
      
        
        

      

      
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    (y)           use
its reasonable best efforts to cause such Shelf Registration Statement to be
declared effective by the Commission as promptly as practicable, but no later
than (A) 90 days (or if such 90th day is not a Business Day, the next succeeding
Business Day) or (B) 30 days if the Shelf Registration Statement is not reviewed
by the Commission (or if such 30th day is not a Business Day, the next
succeeding Business Day), after the time such obligation to file first
arises.

     

    The
Company shall use its reasonable best efforts to keep such Shelf Registration
Statement continuously effective, supplemented and amended as required by the
provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure
that it is available for resales of Initial Securities by the Holders of
Transfer Restricted Securities entitled to the benefit of this Section 4(a), and
to ensure that it conforms with the requirements of this Agreement, the
Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of at least two years following the
Closing Date (or shorter period that will terminate when all the Initial
Securities covered by such Shelf Registration Statement have been sold pursuant
to such Shelf Registration Statement).

     

    (b)  Provision by Holders of Certain
Information in Connection with the Shelf Registration
Statement.  No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, such
information as the Company may reasonably request for use in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included
therein.  Each Holder as to which any Shelf Registration Statement is
being effected agrees to furnish promptly to the Company all information
required to be disclosed in order to make the information previously furnished
to the Company by such Holder not materially misleading.

     

    SECTION
5. 
Additional
Interest.  If (i) any of the Registration Statements required
by this Agreement is not filed with the Commission on or prior to the date
specified for such filing in this Agreement, (ii) any of such Registration
Statements has not been declared effective by the Commission on or prior to the
date specified for such effectiveness in this Agreement (the “Effectiveness
Target Date”), (iii) the Exchange Offer has not been Consummated within 30
Business Days after the Effectiveness Target Date with respect to the Exchange
Offer Registration Statement or (iv) any Registration Statement required by this
Agreement is filed and declared effective but shall thereafter cease to be
effective or fail to be usable for its intended purpose for more than 30 days in
the aggregate of any 12 consecutive month period (each such event referred to in
clauses (i) through (iv), a “Registration Default”), the Company hereby agrees
that the interest rate borne by the Transfer Restricted Securities shall be
increased by 0.25% per annum during the 90-day period immediately following the
occurrence of any Registration Default and shall increase by 0.25% per annum at
the end of each subsequent 90-day period, but in no event shall such increase
exceed 1.00% per annum (any such increase in the interest rate borne by the
Transfer Restricted Securities being referred to herein as “Additional
Interest”).  Following the cure of all Registration Defaults relating
to any particular Transfer Restricted Securities, the interest rate borne by the
relevant Transfer Restricted Securities will be reduced to the original interest
rate borne by such Transfer Restricted Securities; provided, however, that, if
after any such reduction in interest rate, a different Registration Default
occurs, the interest rate borne by the relevant Transfer Restricted Securities
shall again be increased pursuant to the foregoing provisions to give effect to
any such Additional Interest.

     

    
      
        
        

      

      
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    All
obligations of the Company set forth in the preceding paragraph that are
outstanding with respect to any Transfer Restricted Security at the time such
security ceases to be a Transfer Restricted Security shall survive until such
time as all such obligations with respect to such security shall have been
satisfied in full.

     

    SECTION
6. 
Registration
Procedures.

     

    (a)  Exchange Offer Registration
Statement.  In connection with the Exchange Offer, the Company
shall comply with all of the provisions of Section 6(c) hereof, shall use its
reasonable best efforts to effect such exchange to permit the sale of Transfer
Restricted Securities being sold in accordance with the intended method or
methods of distribution thereof, and shall comply with all of the following
provisions:

     

    (i)  If in the
reasonable opinion of counsel to the Company there is a question as to whether
the Exchange Offer is permitted by applicable law, the Company hereby agrees to
seek a no-action letter or other favorable decision from the Commission allowing
the Company to Consummate an Exchange Offer for such Initial
Securities.  The Company hereby agrees to pursue the issuance of such
a decision to the Commission staff level but shall not be required to take
commercially unreasonable action to effect a change of Commission
policy.  The Company hereby agrees, however, to (A) participate in
telephonic conferences with the Commission, (B) deliver to the Commission staff
an analysis prepared by counsel to the Company setting forth the legal bases, if
any, upon which such counsel has concluded that such an Exchange Offer should be
permitted and (C) diligently pursue a favorable resolution by the Commission
staff of such submission.

     

    (ii)  As a
condition to its participation in the Exchange Offer pursuant to the terms of
this Agreement, each Holder of Transfer Restricted Securities shall furnish,
upon the request of the Company, prior to the Consummation thereof, a written
representation to the Company (which may be contained in the letter of
transmittal contemplated by the Exchange Offer Registration Statement) to the
effect that (A) it is not an affiliate of the Company, (B) it is not engaged in,
and does not intend to engage in, and has no arrangement or understanding with
any Person to participate in, a distribution of the Exchange Securities to be
issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in
its ordinary course of business.  In addition, all such Holders of
Transfer Restricted Securities shall otherwise cooperate in the Company’s
preparations for the Exchange Offer.  Each Holder hereby acknowledges
and agrees that any Broker-Dealer and any such Holder using the Exchange Offer
to participate in a distribution of the securities to be acquired in the
Exchange Offer (1) could not under Commission policy as in effect on the date of
this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co.,
Inc. (available June 5, 1991) and Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in the Commission’s
letter to Shearman & Sterling dated July 2, 1993, and similar no-action
letters (which may include any no-action letter obtained pursuant to clause (i)
above), and (2) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction and that such a secondary resale transaction should be covered by an
effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K if the
resales are of Exchange Securities obtained by such Holder in exchange for
Initial Securities acquired by such Holder directly from the
Company.

     

    
      
        
        

      

      
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    (b)  Shelf Registration
Statement.  In connection with the Shelf Registration
Statement, the Company shall comply with all the provisions of Section 6(c)
hereof and shall use its reasonable best efforts to effect such registration to
permit the sale of the Transfer Restricted Securities being sold in accordance
with the intended method or methods of distribution thereof, and pursuant
thereto the Company will as expeditiously as possible prepare and file with the
Commission a Registration Statement relating to the registration on any
appropriate form under the Securities Act, which form shall be available for the
sale of the Transfer Restricted Securities in accordance with the intended
method or methods of distribution thereof.

     

    (c)  General
Provisions.  In connection with any Registration Statement and
any Prospectus required by this Agreement to permit the sale or resale of
Transfer Restricted Securities (including, without limitation, any Registration
Statement and the related Prospectus required to permit resales of Initial
Securities by Broker-Dealers), the Company shall:

     

    (i)  use its
reasonable best efforts to keep such Registration Statement continuously
effective and provide all requisite financial statements for the period
specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any
event that would cause any such Registration Statement or the Prospectus
contained therein (A) to contain a material misstatement or omission or (B) not
to be effective and usable for resale of Transfer Restricted Securities during
the period required by this Agreement, the Company shall file promptly an
appropriate amendment to such Registration Statement, in the case of clause (A),
correcting any such misstatement or omission, and, in the case of either clause
(A) or (B), use its reasonable best efforts to cause such amendment to be
declared effective and such Registration Statement and the related Prospectus to
become usable for their intended purpose(s) as soon as practicable
thereafter;

     

    (ii)  prepare
and file with the Commission such amendments and post-effective amendments to
the applicable Registration Statement as may be necessary to keep the
Registration Statement effective for the applicable period set forth in Section
3 or 4 hereof, as applicable, or such shorter period as will terminate when all
Transfer Restricted Securities covered by such Registration Statement have been
sold; cause the Prospectus to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 under the
Securities Act, and to comply fully with the applicable provisions of Rules 424
and 430A under the Securities Act in a timely manner; and comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during the applicable period
in accordance with the intended method or methods of distribution by the sellers
thereof set forth in such Registration Statement or supplement to the
Prospectus;

     

    
      
        
        

      

      
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    (iii)  advise the
underwriter(s), if any, and Selling Holders promptly and, if requested by such
Persons, to confirm such advice in writing, (A) when the Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with
respect to any Registration Statement or any post-effective amendment thereto,
when the same has become effective, (B) of any request by the Commission for
amendments to the Registration Statement or amendments or supplements to the
Prospectus or for additional information relating thereto, (C) of the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement under the Securities Act or of the suspension by any
state securities commission of the qualification of the Transfer Restricted
Securities for offering or sale in any jurisdiction, or the initiation of any
proceeding for any of the preceding purposes, (D) of the existence of any fact
or the happening of any event that makes any statement of a material fact made
in the Registration Statement, the Prospectus, any amendment or supplement
thereto, or any document incorporated by reference therein untrue, or that
requires the making of any additions to or changes in the Registration Statement
or the Prospectus in order to make the statements therein not
misleading.  If at any time the Commission shall issue any stop order
suspending the effectiveness of the Registration Statement, or any state
securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or blue sky laws, the Company shall
use its reasonable best efforts to obtain the withdrawal or lifting of such
order at the earliest possible time;

     

    (iv)  furnish
without charge to each of the Initial Purchasers, each Selling Holder, and each
of the underwriter(s), if any, before filing with the Commission, copies of any
Registration Statement or any Prospectus included therein or any amendments or
supplements to any such Registration Statement or Prospectus (and if requested
by any Initial Purchaser, any documents incorporated by reference after the
initial filing of such Registration Statement), which documents will be subject
to the review and comment of such Holders and underwriter(s) in connection with
such sale, if any, for a period of at least five Business Days, and the Company
will not file any such Registration Statement or Prospectus or any amendment or
supplement to any such Registration Statement or Prospectus (including all such
documents incorporated by reference) to which an Initial Purchaser of Transfer
Restricted Securities covered by such Registration Statement or the
underwriter(s), if any, shall reasonably object in writing within five Business
Days after the receipt thereof (such objection to be deemed timely made upon
confirmation of telecopy transmission within such period).  The
objection of an Initial Purchaser or underwriter, if any, shall be deemed to be
reasonable if such Registration Statement, amendment, Prospectus or supplement,
as applicable, as proposed to be filed, contains a material misstatement or
omission;

     

    (v)  if
requested by any Initial Purchaser, promptly prior to the filing of any document
that is to be incorporated by reference into a Registration Statement or
Prospectus, provide copies of such document to the Initial Purchasers, each
Selling Holder, and to the underwriter(s), if any, make the Company’s
representatives available for discussion of such document and other customary
due diligence matters, and include such information in such document prior to
the filing thereof as such Selling Holders or underwriter(s), if any, reasonably
may request;

     

    
      
        
        

      

      
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    (vi)  make
available at reasonable times for inspection by the Initial Purchasers, the
managing underwriter(s), if any, participating in any disposition pursuant to
such Registration Statement and any attorney or accountant retained by such
Initial Purchasers or any of the underwriter(s), all financial and other
records, pertinent corporate documents of the Company and cause the Company’s
officers, directors and employees to supply all information reasonably requested
by any such Initial Purchaser, underwriter, attorney or accountant in connection
with such Registration Statement or any post-effective amendment thereto
subsequent to the filing thereof and prior to its effectiveness and to
participate in meetings with investors to the extent requested by the managing
underwriter(s), if any;

     

    (vii)  if
requested by any Selling Holders or the underwriter(s), if any, promptly
incorporate in any Registration Statement or Prospectus, pursuant to a
supplement or post-effective amendment if necessary, such information as such
Selling Holders and underwriter(s), if any, may reasonably request to have
included therein, including, without limitation, information relating to the
“Plan of Distribution” of the Transfer Restricted Securities, information with
respect to the principal amount of Transfer Restricted Securities being sold to
such underwriter(s), the purchase price being paid therefor and any other terms
of the offering of the Transfer Restricted Securities to be sold in such
offering; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as practicable after the Company is notified of
the matters to be incorporated in such Prospectus supplement or post-effective
amendment;

     

    (viii)  cause the
Transfer Restricted Securities covered by the Registration Statement to be rated
with the appropriate rating agencies, if so requested by the Holders of a
majority in aggregate principal amount of Securities covered thereby or the
underwriter(s), if any;

     

    (ix)  furnish to
each Initial Purchaser, each Selling Holder and each of the underwriter(s), if
any, without charge, at least one copy of the Registration Statement, as first
filed with the Commission, and of each amendment thereto, and if requested by
any such Person, including financial statements and schedules, all documents
incorporated by reference therein and all exhibits (including exhibits
incorporated therein by reference);

     

    (x) deliver to
each Selling Holder and each of the underwriter(s), if any, without charge, as
many copies of the Prospectus (including each preliminary prospectus) and any
amendment or supplement thereto as such Persons reasonably may request; the
Company hereby consents to the use of the Prospectus and any amendment or
supplement thereto by each of the Selling Holders and each of the
underwriter(s), if any, in connection with the offering and the sale of the
Transfer Restricted Securities covered by the Prospectus or any amendment or
supplement thereto;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (xi)  enter into
such agreements (including an underwriting agreement), and make such customary
representations and warranties, and take all such other customary actions in
connection therewith in order to expedite or facilitate the disposition of the
Transfer Restricted Securities pursuant to any Registration Statement
contemplated by this Agreement, all to such extent as may be reasonably
requested by any Initial Purchaser or by any Holder of Transfer Restricted
Securities or underwriter in connection with any sale or resale pursuant to any
Registration Statement contemplated by this Agreement; and whether or not an
underwriting agreement is entered into and whether or not the registration is an
Underwritten Registration, the Company shall:

     

    (A)  furnish to
each Initial Purchaser, each Selling Holder and each underwriter, if any, in
such substance and scope as they may request and as are customarily made by
issuers to underwriters in primary underwritten offerings, upon the date of the
Consummation of the Exchange Offer or, if applicable, the effectiveness of the
Shelf Registration Statement:

     

    (1)  a
certificate, dated the date of Consummation of the Exchange Offer or the date of
effectiveness of the Shelf Registration Statement, as the case may be, signed by
(y) the President or any Vice President and (z) a principal financial or
accounting officer of the Company, confirming, as of the date thereof, the
matters set forth in paragraphs (i), (ii) and (iii) of Section 5(e) of the
Purchase Agreement and such other matters as such parties may reasonably
request;

     

    (2)  an
opinion, dated the date of Consummation of the Exchange Offer or the date of
effectiveness of the Shelf Registration Statement, as the case may be, of
counsel for the Company, covering the matters set forth in Section 5(c) of the
Purchase Agreement and such other matters as such parties may reasonably
request, and in any event including a statement to the effect that such counsel
has participated in conferences with officers and other representatives of the
Company, representatives of the independent public accountants for the Company,
representatives of the underwriter(s), if any, and counsel to the
underwriter(s), if any, in connection with the preparation of such Registration
Statement and the related Prospectus and have considered the matters required to
be stated therein and the statements contained therein, although such counsel
has not independently verified the accuracy, completeness or fairness of such
statements; and that such counsel advises that, on the basis of the foregoing,
no facts came to such counsel’s attention that caused such counsel to believe
that the applicable Registration Statement, at the time such Registration
Statement or any post-effective amendment thereto became effective, and, in the
case of the Exchange Offer Registration Statement, as of the date of
Consummation, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus contained in such
Registration Statement as of its date and, in the case of the opinion dated the
date of Consummation of the Exchange Offer, as of the date of Consummation,
contained an untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein not
misleading.  Without limiting the foregoing, such counsel may state
further that such counsel assumes no responsibility for, and has not
independently verified, the accuracy, completeness or fairness of the financial
statements, notes and schedules and other financial data or financial
information included in any Registration Statement contemplated by this
Agreement or the related Prospectus; and

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (3)  a
customary comfort letter, dated the date of effectiveness of the Shelf
Registration Statement, from the Company’s independent accountants, in the
customary form and covering matters of the type customarily requested to be
covered in comfort letters by underwriters in connection with primary
underwritten offerings, and covering or affirming the matters set forth in the
comfort letters delivered pursuant to Section 5(a) of the Purchase Agreement,
without exception;

     

    (B)  set forth
in full or incorporate by reference in the underwriting agreement, if any, the
indemnification provisions and procedures of Section 8 hereof with respect to
all parties to be indemnified pursuant to said Section; and

     

    (C)  deliver
such other documents and certificates as may be reasonably requested by such
parties to evidence compliance with Section 6(c)(xi)(A) hereof and with any
customary conditions contained in the underwriting agreement or other agreement
entered into by the Company pursuant to this Section 6(c)(xi), if
any.

     

    If at any
time the representations and warranties of the Company contemplated in Section
6(c)(xi)(A)(1) hereof cease to be true and correct, the Company shall so advise
the Initial Purchasers and the underwriter(s), if any, and each Selling Holder
promptly and, if requested by such Persons, shall confirm such advice in
writing;

     

    (xii)  prior to
any public offering of Transfer Restricted Securities, cooperate with the
Selling Holders, the underwriter(s), if any, and their respective counsel in
connection with the registration and qualification of the Transfer Restricted
Securities under the state securities or blue sky laws of such jurisdictions as
the Selling Holders or underwriter(s), if any, may request and do any and all
other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Transfer Restricted Securities covered by the Shelf
Registration Statement; provided, however, that the
Company shall not be required to register or qualify as a foreign corporation
where it is not then so qualified or to take any action that would subject it to
the service of process in suits or to taxation, other than as to matters and
transactions relating to the Registration Statement, in any jurisdiction where
it is not then so subject;

     

    (xiii)  [Reserved];

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (xiv)  cooperate
with the Selling Holders and the underwriter(s), if any, to facilitate the
timely preparation and delivery of certificates representing Transfer Restricted
Securities to be sold and not bearing any restrictive legends; and enable such
Transfer Restricted Securities to be in such denominations and registered in
such names as the Holders or the underwriter(s), if any, may request at least
two Business Days prior to any sale of Transfer Restricted Securities made by
such Holders or underwriter(s);

     

    (xv)  use its
reasonable best efforts to cause the Transfer Restricted Securities covered by
the Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the seller or
sellers thereof or the underwriter(s), if any, to consummate the disposition of
such Transfer Restricted Securities, subject to the proviso contained in Section
6(c)(xii) hereof;

     

    (xvi)  if any
fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have
occurred, prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered
to the purchasers of Transfer Restricted Securities, the Prospectus will not
contain an untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein not
misleading;

     

    (xvii)  provide a
CUSIP number for all Securities not later than the effective date of the
Registration Statement covering such Securities and provide the Trustee under
the Indenture with printed certificates for such Securities which are in a form
eligible for deposit with the Depository Trust Company and take all other action
necessary to ensure that all such Securities are eligible for deposit with the
Depository Trust Company;

     

    (xviii)  cooperate
and assist in any filings required to be made with the FINRA and in the
performance of any due diligence investigation by any underwriter (including any
“qualified independent underwriter”) that is required to be retained in
accordance with the rules and regulations of the FINRA;

     

    (xix)  otherwise
use its reasonable best efforts to comply with all applicable rules and
regulations of the Commission, and make generally available to its security
holders, as soon as practicable, a consolidated earnings statement meeting the
requirements of Rule 158 under the Securities Act (which need not be audited)
for the twelve-month period (A) commencing at the end of any fiscal quarter in
which Transfer Restricted Securities are sold to underwriters in a firm
commitment or best efforts Underwritten Offering or (B) if not sold to
underwriters in such an offering, beginning with the first month of the
Company’s first fiscal quarter commencing after the effective date of the
Registration Statement;

     

    (xx)  cause the
Indenture to be qualified under the Trust Indenture Act not later than the
effective date of the first Registration Statement required by this Agreement,
and, in connection therewith, cooperate with the Trustee and the Holders of
Securities to effect such changes to the Indenture as may be required for such
Indenture to be so qualified in accordance with the terms of the Trust Indenture
Act; and to execute and use its reasonable best efforts to cause the Trustee to
execute, all documents that may be required to effect such changes and all other
forms and documents required to be filed with the Commission to enable such
Indenture to be so qualified in a timely manner;

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (xxi)  cause all
Securities covered by the Registration Statement to be listed on each securities
exchange or automated quotation system on which similar securities issued by the
Company are then listed if requested by the Holders of a majority in aggregate
principal amount of Securities or the managing underwriter(s), if any;
and

     

    (xxii)  provide
promptly to each Holder upon request each document filed with the Commission
pursuant to the requirements of Section 13 and Section 15 of the Exchange
Act.

     

    Each
Holder agrees by acquisition of a Transfer Restricted Security that, upon
receipt of any notice from the Company of the existence of any fact of the kind
described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue
disposition of Transfer Restricted Securities pursuant to the applicable
Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or
until it is advised in writing (the “Advice”) by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the
Prospectus.  If so directed by the Company, each Holder will deliver
to the Company (at the Company’s expense) all copies, other than permanent file
copies then in such Holder’s possession, of the Prospectus covering such
Transfer Restricted Securities that was current at the time of receipt of such
notice.  In the event the Company shall give any such notice, the time
period regarding the effectiveness of such Registration Statement set forth in
Section 3 or 4 hereof, as applicable, shall be extended by the number of days
during the period from and including the date of the giving of such notice
pursuant to Section 6(c)(iii)(D) hereof to and including the date when each
Selling Holder shall have received the copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the
Advice; provided, however, that no such
extension shall be taken into account in determining whether Additional Interest
is due pursuant to Section 5 hereof or the amount of such Additional Interest,
it being agreed that the Company’s option to suspend use of a Registration
Statement pursuant to this paragraph may be treated as a Registration Default
for purposes of Section 5 hereof to the extent, but only to the extent, any such
suspension triggers a Registration Default.

     

    SECTION
7. 
Registration
Expenses.

     

    (a)  All
expenses incident to the Company’s performance of or compliance with this
Agreement will be borne by the Company, regardless of whether a Registration
Statement becomes effective, including, without limitation: (i) all registration
and filing fees and expenses (including filings made by any Initial Purchaser or
Holder with the FINRA (and, if applicable, the fees and expenses of any
“qualified independent underwriter” and its counsel that may be required by the
rules and regulations of the FINRA)); (ii) all fees and expenses of compliance
with federal securities and state securities or blue sky laws; (iii) all
expenses of printing (including printing certificates for the Exchange
Securities to be issued in the Exchange Offer and printing of Prospectuses),
messenger and delivery services and telephone; (iv) all fees and disbursements
of counsel for the Company and, subject to Section 7(b) hereof, the Holders of
Transfer Restricted Securities; (v) all application and filing fees in
connection with listing the Exchange Securities on a securities exchange or
automated quotation system pursuant to the requirements thereof; and (vi) all
fees and disbursements of independent certified public accountants of the
Company (including the expenses of any special audit and comfort letters
required by or incident to such performance).

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    The
Company will, in any event, bear its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expenses of any annual audit and the fees and
expenses of any Person, including special experts, retained by the
Company.

     

    (b)  In
connection with any Registration Statement required by this Agreement
(including, without limitation, the Exchange Offer Registration Statement and
the Shelf Registration Statement), the Company will reimburse the Initial
Purchasers and the Holders of Transfer Restricted Securities being tendered in
the Exchange Offer and/or resold pursuant to the “Plan of Distribution”
contained in the Exchange Offer Registration Statement or registered pursuant to
the Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Cahill Gordon &
Reindel llp or such other counsel as may be chosen by the Holders of a majority
in principal amount of the Transfer Restricted Securities for whose benefit such
Registration Statement is being prepared.

     

    SECTION
8. 
Indemnification.

     

    (a)  The
Company agrees to indemnify and hold harmless (i) each Holder and (ii) each
Person, if any, who controls (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred
to in this clause (ii) being hereinafter referred to as a “controlling person”)
and (iii) the respective officers, directors, partners, employees,
representatives and agents of any Holder or any controlling person (any Person
referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an
“Indemnified Holder”), to the fullest extent lawful, from and against any and
all losses, claims, damages, liabilities, judgments, actions and expenses
(including, without limitation, any legal or other expenses incurred in
connection therewith and as incurred, reimbursement of all reasonable costs of
investigating, preparing, pursuing, settling, compromising, paying or defending
any claim or action, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, including the reasonable fees and
expenses of counsel to any Indemnified Holder), joint or several, directly or
indirectly caused by, related to, based upon, arising out of or in connection
with any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or Prospectus (or any amendment or
supplement thereto), or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages,
liabilities or expenses are caused by an untrue statement or omission or alleged
untrue statement or omission that is made in reliance upon and in conformity
with information relating to any of the Holders furnished in writing to the
Company by or on behalf of any of the Holders expressly for use
therein.  This indemnity agreement shall be in addition to any
liability which the Company may otherwise have.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    In case
any action or proceeding (including any governmental or regulatory investigation
or proceeding) shall be brought or asserted against any of the Indemnified
Holders with respect to which indemnity may be sought against the Company, such
Indemnified Holder (or the Indemnified Holder controlled by such controlling
person) shall promptly notify the Company in writing; provided, however, that the
failure to give such notice shall not relieve the Company of its obligations
pursuant to this Agreement.  Such Indemnified Holder shall have the
right to employ its own counsel in any such action and the fees and expenses of
such counsel shall be paid, as incurred, by the Company (regardless of whether
it is ultimately determined that an Indemnified Holder is not entitled to
indemnification hereunder).  The Company shall not, in connection with
any one such action or proceeding or separate but substantially similar or
related actions or proceedings in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) at any time for such Indemnified Holders, which firm shall be
designated by the Holders.  The Company shall be liable for any
settlement of any such action or proceeding effected with the Company’s prior
written consent, which consent shall not be withheld unreasonably, and the
Company agrees to indemnify and hold harmless any Indemnified Holder from and
against any loss, claim, damage, liability or expense by reason of any
settlement of any action effected with the written consent of the
Company.  The Company shall not, without the prior written consent of
each Indemnified Holder, settle or compromise or consent to the entry of
judgment in or otherwise seek to terminate any pending or threatened action,
claim, litigation or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not any Indemnified Holder is a
party thereto), unless such settlement, compromise, consent or termination
includes an unconditional release of each Indemnified Holder from all liability
arising out of such action, claim, litigation or proceeding.

     

    (b)  Each
Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors and officers, and any
Person controlling (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) the Company, and the respective officers,
directors, partners, employees, representatives and agents of each such Person,
to the same extent as the foregoing indemnity from the Company to each of the
Indemnified Holders, but only with respect to claims and actions based on
information relating to such Holder furnished in writing by or on behalf of such
Holder expressly for use in any Registration Statement.  In case any
action or proceeding shall be brought against the Company or its directors or
officers or any such controlling person in respect of which indemnity may be
sought against a Holder of Transfer Restricted Securities, such Holder shall
have the rights and duties given the Company, and the Company, its directors and
officers and such controlling Person shall have the rights and duties given to
each Holder by the preceding paragraph.

     

    (c)  If the
indemnification provided for in this Section 8 is unavailable to an indemnified
party under Section 8(a) or (b) hereof (other than by reason of exceptions
provided in those Sections) in respect of any losses, claims, damages,
liabilities, judgments, actions or expenses referred to therein, then each
applicable indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative benefits received by the
Company, on the one hand, and the Holders, on the other hand, from the Initial
Placement (which in the case of the Company shall be deemed to be equal to the
total gross proceeds to the Company from the Initial Placement), the amount of
Additional Interest which did not become payable as a result of the filing of
the Registration Statement resulting in such losses, claims, damages,
liabilities, judgments actions or expenses, and such Registration Statement, or
if such allocation is not permitted by applicable law, the relative fault of the
Company, on the one hand, and the Holders, on the other hand, in connection with
the statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable
considerations.  The relative fault of the Company on the one hand and
of the Indemnified Holder on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company, on the one hand, or the Indemnified
Holders, on the other hand, and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission.  The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include, subject to the limitations set forth in the second paragraph
of Section 8(a) hereof, any legal or other fees or expenses reasonably incurred
by such party in connection with investigating or defending any action or
claim.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    The
Company and each Holder of Transfer Restricted Securities agree that it would
not be just and equitable if contribution pursuant to this Section 8(c) were
determined by pro rata allocation (even if the Holders were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph.  The amount paid or payable by an indemnified
party as a result of the losses, claims, damages, liabilities or expenses
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim.  Notwithstanding the provisions
of this Section 8, none of the Holders (and its related Indemnified Holders)
shall be required to contribute, in the aggregate, any amount in excess of the
amount by which the total discount received by such Holder with respect to the
Initial Securities exceeds the amount of any damages which such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.  No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.  The Holders’ obligations
to contribute pursuant to this Section 8(c) are several in proportion to the
respective principal amount of Initial Securities held by each of the Holders
hereunder and not joint.

     

    SECTION
9. 
Rule 144A.  The
Company hereby agrees with each Holder, for so long as any Transfer Restricted
Securities remain outstanding, to make available to any Holder or beneficial
owner of Transfer Restricted Securities in connection with any sale thereof and
any prospective purchaser of such Transfer Restricted Securities from such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Securities Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A under the Securities Act.

     

    SECTION
10. 
Participation in Underwritten
Registrations.  No Holder may participate in any Underwritten
Registration hereunder unless such Holder (a) agrees to sell such Holder’s
Transfer Restricted Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all reasonable questionnaires,
powers of attorney, indemnities, underwriting agreements, lock-up letters and
other documents required under the terms of such underwriting
arrangements.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    SECTION
11. 
Selection of
Underwriters.  The Holders of Transfer Restricted Securities
covered by the Shelf Registration Statement who desire to do so may sell such
Transfer Restricted Securities in an Underwritten Offering.  In any
such Underwritten Offering, the investment banker(s) and managing underwriter(s)
that will administer such offering will be selected by the Holders of a majority
in aggregate principal amount of the Transfer Restricted Securities included in
such offering; provided,
however, that such investment banker(s) and managing underwriter(s) must
be reasonably satisfactory to the Company.

     

    SECTION
12. 
Miscellaneous.

     

    (a)  Remedies.  The
Company hereby agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this
Agreement and hereby agree to waive the defense in any action for specific
performance that a remedy at law would be adequate.

     

    (b)  No Inconsistent
Agreements.  The Company will not on or after the date of this
Agreement enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof.  The Company has not
previously entered into any agreement granting any registration rights with
respect to its securities to any Person.  The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company’s securities under any
agreement in effect on the date hereof.

     

    (c)  Adjustments Affecting the
Securities.  The Company will not take any action, or permit
any change to occur, with respect to the Securities that would materially and
adversely affect the ability of the Holders to Consummate any Exchange
Offer.

     

    (d)  Amendments and
Waivers.  The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the
provisions hereof may not be given unless the Company has (i) in the case of
Section 5 hereof and this Section 12(d)(i), obtained the written consent of
Holders of all outstanding Transfer Restricted Securities and (ii) in the case
of all other provisions hereof, obtained the written consent of Holders of a
majority of the outstanding principal amount of Transfer Restricted Securities
(excluding any Transfer Restricted Securities held by the Company or its
Affiliates).  Notwithstanding the foregoing, a waiver or consent to
departure from the provisions hereof that relates exclusively to the rights of
Holders whose securities are being tendered pursuant to the Exchange Offer and
that does not affect directly or indirectly the rights of other Holders whose
securities are not being tendered pursuant to such Exchange Offer may be given
by the Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities being tendered or registered; provided, however, that, with
respect to any matter that directly or indirectly affects the rights of any
Initial Purchaser hereunder, the Company shall obtain the written consent of
each such Initial Purchaser with respect to which such amendment, qualification,
supplement, waiver, consent or departure is to be effective.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (e)  Notices.  All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand-delivery, first-class mail (registered or certified,
return receipt requested), telex, telecopier, or air courier guaranteeing
overnight delivery:

     

    (i)           if
to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and

     

    
      	
               
      

            	
              (ii)

            	
              if
      to the Company:

            


    

     

    
      	
               
      

            	
              Ingles
      Markets, Incorporated

            


    

    
      	
               
      

            	
              2913
      US Highway 70W

            


    

    
      	
               
      

            	
              Black
      Mountain, NC  28711-9103

            


    

    
      	
               
      

            	
              Telecopier
      No.: (828) 669-3511

            


    

    
      	
               
      

            	
              Attention:
      Ron Freeman, Chief Financial
Officer

            


    

     

    
      	
               
      

            	
              with
      a copy to:

            


    

     

    
      	
               
      

            	
              Greenberg
      Traurig LLP

            


    

    
      	
               
      

            	
              The
      Forum, Suite 400

            


    

    
      	
               
      

            	
              3290
      Northside Parkway

            


    

    
      	
               
      

            	
              Atlanta,
      Georgia 30327

            


    

    
      	
               
      

            	
              Telecopier
      No: (678) 553-2621 and (305)
961-5642

            


    

    
      	
               
      

            	
              Attention:
      Ted Blum, Esq. and Andrew Balog,
Esq

            


    

     

    All such
notices and communications shall be deemed to have been duly
given:  at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if telecopied; and on
the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.

     

    Copies of
all such notices, demands or other communications shall be concurrently
delivered by the Person giving the same to the Trustee at the address specified
in the Indenture.

     

    (f)  Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including,
without limitation, and without the need for an express assignment, subsequent
Holders of Transfer Restricted Securities; provided, however, that this
Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired
Transfer Restricted Securities from such Holder.

     

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

     

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

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

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

     

    (j)  Severability.  In
the event that any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.

     

    (k)  Entire
Agreement.  This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein.  There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with
respect to the Transfer Restricted Securities.  This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 	Ingles
      Markets, Incorporated
	 	 
	 	 
	 
      	
                                  By:

                                	
                                  /s/ Ronald B. Freeman

                                
	 
      	 
      	
                                  Name:  Ronald
      B. Freeman

                                
	 
      	 
      	
                                  Title:  Chief
      Financial
Officer

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    The
foregoing Registration Rights Agreement is hereby confirmed and accepted as of
the date first above written:

     

    BANC OF
AMERICA SECURITIES LLC

    WACHOVIA
CAPITAL MARKETS, LLC

    BB&T
CAPITAL MARKETS, A DIVISION OF SCOTT & STRINGFELLOW, LLC

     

    By:         Banc
of America Securities LLC

     

    By:       Christopher Kelly
Wall

               
Principal

     

     

    21