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                                                                    EXHIBIT 10.6

                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of December 21, 2000, between PICCADILLY CAFETERIAS, INC., a
Louisiana corporation (the "Company") and JEFFERIES & COMPANY, INC. (the
"Initial Purchaser").

         This Agreement is made pursuant to the Purchase Agreement dated
December 12, 2000, as amended, among the Company and the Initial Purchaser (the
"Purchase Agreement"), which provides for the sale by the Company to the Initial
Purchaser of (i) an aggregate of 71,000 units (each a "Fixed Rate Unit" and
collectively, the "Fixed Rate Units"), each Fixed Rate Unit consisting of $1,000
principal amount of the Company's Series A Senior Secured Notes due 2007 (the
"Fixed Rate Notes") and one warrant (collectively, the "Warrants") to purchase
initially 10.51 shares of the Company's common stock, no par value (the "Common
Stock"), at an initial purchase price per share equal to 110% of the last
reported sale price of the Common Stock on the New York Stock Exchange on
December 20, 2000, and (ii) an aggregate of 4,500 units (each a "Term B Unit",
collectively the "Term B Units" and together with the Fixed Rate Units, the
"Units") each Term B Unit consisting of $1,000 principal amount of its Series A
Term B Notes due 2007 (the "Term B Notes" and together with the Fixed Rate
Notes, the "Notes") and one Warrant. Additionally, in connection with the $5.5
million Term Loan Credit Agreement (the "Term Loan Credit Facility") dated the
date hereof among the Company, as borrower, Hibernia National Bank, as
administrative agent, and each lender named therein (each, a "Lender"), the
Company has issued 5,500 Warrants. The Notes will be issued pursuant to the
Indenture (as defined below) and the Warrants will be issued pursuant to a
warrant agreement, to be dated as of the date hereof, by and between the Company
and The Bank of New York, as warrant agent (the "Warrant Agent"), each in the
form previously furnished to the Initial Purchaser. The Notes and the Warrants
initially constituting part of the Units shall be detachable and separately
transferable on or after the Separation Date (as defined below). The promissory
notes evidencing the Loan (as defined in the Term Loan Credit Facility) and the
Warrants issued in connection with the Term Loan Credit Facility shall not be
separately transferable until the Separation Date. In order to induce the
Initial Purchaser to enter into the Purchase Agreement and in order to induce
each Lender to enter into the Term Loan Credit Facility, the Company has agreed
to provide to the Initial Purchaser and its direct and indirect transferees and
to each Lender the registration rights set forth in this Agreement. The
execution of this Agreement is a condition to the closing under the Purchase
Agreement.

         In consideration of the foregoing, the parties hereto agree, and all
other holders of the Units, Notes, Warrants and Warrant Shares from time to
time, by their acceptance thereof, shall be conclusively deemed to have agreed,
as follows:

SECTION 1. Definitions.

         As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

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         "1933 Act" shall mean the Securities Act of 1933, as amended from time
to time.

         "1934 Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

         "Additional Interest" shall mean the interest payable on the
Registrable Notes pursuant to Section 2(d).

         "Agreement" shall have the meaning set forth in the preamble.

         "Closing Date" shall mean the date on which the Notes are originally
issued under the Indenture.

         "Company" shall have the meaning set forth in the preamble and also
includes the Company's successors.

         "Depositary" shall mean the Trustee, or any other exchange agent
appointed by the Company.

         "Effectiveness Target Date" shall have the meaning set forth in Section
2(d) hereof.

         "Exchange Offer" shall mean the exchange offers by the Company of
Exchange Notes for Registrable Notes pursuant to Section 2(a) hereof.

         "Exchange Offer Registration" shall mean a registration under the 1933
Act effected pursuant to Section 2(a) hereof.

         "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form), and all amendments and supplements to such registration statement, in
each case including the Prospectus contained therein, all exhibits thereto and
all material incorporated by reference therein.

         "Exchange Notes" shall mean the Series B Fixed Rate Notes and the
Series B Term B Notes.

         "Fixed Rate Notes" shall have the meaning set forth in the preamble.

         "Fixed Rate Units" shall have the meaning set forth in the preamble.

         "Indenture" shall mean the Indenture relating to the Notes and the
Exchange Notes dated as of the date hereof between the Company and The Bank of
New York, as trustee, as the same may be amended from time to time in accordance
with the terms thereof.

         "Initial Purchaser" shall have the meaning set forth in the preamble.

         "Interest Payment Date" shall have the meaning assigned to it in the
Indenture.


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         "Majority Note Holders" shall mean the Note Holders of a majority of
the aggregate principal amount of outstanding Registrable Notes; provided,
however, that whenever the consent or approval of the Note Holders of a
specified percentage of Registrable Notes is required hereunder, Registrable
Notes directly or indirectly held by the Company shall be disregarded in
determining whether such consent or approval was given by the Note Holders of
such required percentage or amount; and provided, further, that whenever the
consent or approval of Note Holders of Registrable Notes is required hereunder
with regard to matters related to a registered underwritten or similar offering
or with regard to matters pertaining to a Registration Statement, Registrable
Notes held by Note Holders not participating in such registered underwritten or
similar offering, or Registrable Notes not registered pursuant to such
Registration Statement (or, at any time prior to the filing of a Notes Shelf
Registration Statement and after the determination to file such Notes Shelf
Registration Statement is made, Registrable Notes whose Note Holders have not
requested that such Registrable Notes be included in such Notes Shelf
Registration Statement), as the case may be, shall be disregarded in determining
whether such consent or approval was given by the Note Holders of such required
percentage or amount.

         "Majority Warrant Holders" shall have the meaning set forth in Section
4(d) hereof.

         "Note Holders" shall mean the Initial Purchaser, for so long as it owns
any Registrable Notes, and each of its successors, assigns and direct and
indirect transferees who shall at the time be owners of Registrable Notes under
the Indenture; provided, however, that the term Note Holder shall exclude any
underwriter who purchased Registrable Notes for distribution in an underwritten
public offering pursuant to an effective Registration Statement.

         "Notes" shall have the meaning set forth in the preamble.

         "Notes Registration Default" shall have the meaning set forth in
Section 2(d) hereof.

         "Notes Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 2(b)(i) or (ii)
of this Agreement which covers all of the Registrable Notes (except Registrable
Notes which the Note Holders have elected not to include in such Notes Shelf
Registration Statement or the Note Holders of which have not complied with their
obligations under the penultimate paragraph of Section 4 hereof or under the
ultimate sentence of Section 2(b) hereof) on an appropriate form under Rule 415
under the 1933 Act, or any similar rule that may be adopted by the SEC, and all
amendments and supplements to such registration statement including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated or deemed to be
incorporated by reference therein.

         "Participating Broker Dealer" shall have the meaning set forth in
Section 4(g)(i) hereof.

         "Person" shall mean an individual, partnership, corporation, trust,
unincorporated organization, limited liability company, joint stock company,
joint venture, charitable foundation or other entity, or a government or any
agency or political subdivision thereof.


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         "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of (i) any portion of the
Registrable Notes covered by a Notes Shelf Registration Statement or (ii) any
portion of the Registrable Warrants or Registrable Warrant Shares covered by the
Warrants Shelf Registration Statement, and by all other amendments and
supplements to a prospectus, including post-effective amendments, and in each
case including all material incorporated or deemed to be incorporated by
reference therein.

         "Purchase Agreement" shall have the meaning set forth in the preamble.

         "Registrable Notes" shall mean the Fixed Rate Notes and the Term B
Notes; provided, however, that any Notes shall cease to be Registrable Notes
when (i) a Registration Statement with respect to such Notes shall have been
declared effective under the 1933 Act and such Notes shall have been disposed of
pursuant to such Registration Statement, (ii) such Notes shall have been sold to
the public pursuant to Rule 144 (or any similar provision then in force, but not
Rule 144A) under the 1933 Act, (iii) such Notes shall have become eligible for
resale pursuant to Rule 144(k) under the 1933 Act, (iv) such Notes shall have
ceased to be outstanding or (v) such Notes have been exchanged for Exchange
Notes upon consummation of the Exchange Offer.

         "Registrable Warrant" or "Registrable Warrant Share" shall mean,
subject to the last sentence of Section 3(c), each Warrant or Warrant Share,
until the earlier to occur of (i) the date on which such Warrant or Warrant
Share has been effectively registered under the 1933 Act and disposed of
pursuant to the Warrant Shelf Registration Statement (as defined below) or (ii)
such Warrant or Warrant Shares shall have become eligible for resale pursuant to
Rule 144(k) under the 1933 Act.

         "Registration Expenses" shall mean any and all expenses incident to the
performance of or compliance by the Company with this Agreement with respect to
the Registrable Notes, the Exchange Notes, the Registrable Warrants and the
Registrable Warrant Shares, including without limitation: (i) all SEC or
National Association of Securities Dealers, Inc. ("NASD") registration and
filing fees, (ii) all fees and expenses incurred in connection with compliance
with state securities or blue sky laws (including reasonable fees and
disbursements of one firm of legal counsel for any underwriters, Note Holders
and holders of the Warrants and Warrant Shares in connection with blue sky
qualification of any of the Exchange Notes, Registrable Notes, Warrants,
Registrable Warrants, Warrant Shares or Registrable Warrant Shares), (iii) all
expenses of printing and distributing any Registration Statement, any Prospectus
and any amendments or supplements thereto, (iv) all rating agency fees, (v) the
fees and disbursements of counsel(s) for the Company and of the independent
public accountants of the Company, including the expenses of "cold comfort"
letters required by this Agreement, (vi) the fees and expenses of the Trustee
and Warrant Agent, and any escrow agent or custodian, (vii) all fees and
expenses incurred in connection with listing the Notes or the Exchange Notes, as
the case may be, on any securities exchange or on any securities quotation
system, (viii) all fees and expenses incurred in connection with listing the
Warrants and the Warrant Shares on any securities exchange or on any securities
quotation system and (ix) the reasonable fees and expenses of any


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special experts retained by the Company in connection with any Registration
Statement, but excluding fees of counsel to the underwriters or the Note Holders
and underwriting discounts and commissions and transfer taxes, if any, relating
to the sale or disposition of (a) Registrable Notes, Registrable Warrants or
Registrable Warrant Shares by any holder.

         "Registration Statement" shall mean any registration statement of the
Company which covers any of the Exchange Notes, Registrable Notes, Warrants,
Registrable Warrants, Warrant Shares or Registrable Warrant Shares pursuant to
the provisions of this Agreement, and all amendments and supplements to any such
Registration Statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated or deemed to be incorporated by reference therein.

         "SEC" shall mean the Securities and Exchange Commission.

         "Series B Fixed Rate Notes" shall mean Series B Senior Secured Notes
due 2007 issued by the Company under the Indenture containing terms identical in
all material respects to the Fixed Rate Notes (except that (i) interest on the
Series B Fixed Rate Notes shall accrue from the last date on which interest was
paid or duly provided for on the Fixed Rate Notes or, if no such interest has
been paid, from December 21, 2000 and (ii) the transfer restrictions on the
Fixed Rate Notes shall be eliminated).

         "Series B Term B Notes" shall mean Series B Term B Notes due 2007
issued by the Company under the Indenture containing terms identical in all
material respects to the Term B Notes (except that (i) interest on the Series B
Term B Notes shall accrue from the last date on which interest was paid or duly
provided for on the Term B Notes or, if no such interest has been paid, from
December 21, 2000 and (ii) the transfer restrictions on the Term B Notes shall
be eliminated).

         "Shelf Filing Deadline" shall have the meaning set forth in Section
2(b)(A) hereof.

         "Shelf Registration Statement" shall mean the Notes Shelf Registration
Statement or the Warrants Shelf Registration Statement.

         "Separation Date" shall mean the earliest of (i) 180 days from the date
of this Agreement, (ii) the effective date of the Exchange Offer Registration
Statement and (iii) such earlier date as the Initial Purchaser shall determine.

         "Term B Notes" shall have the meaning set forth in the Preamble.

         "Term B Units" shall have the meaning set forth in the Preamble.

         "Trustee" shall mean the trustee with respect to the Notes under the
Indenture.

         "Units" shall have the meaning set forth in the preamble.


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         "Warrants" shall have the meaning set forth in the preamble, and shall
include all Warrants including those issued as part of a Unit or issued to a
Lender under the Term Loan Credit Facility.

         "Warrant Agent" shall mean the warrant agent with respect to the
Warrants under the Warrant Agreement.

         "Warrant Agreement" shall mean the Warrant Agreement relating to the
Warrants dated as of the date hereof between the Company and The Bank of New
York, as warrant agent, as the same may be amended from time to time in
accordance with the terms thereof.

         "Warrant Registration Default" shall have the meaning set forth in
Section 3(c) hereof.

         "Warrant Shares" shall mean the shares of Common Stock issueable upon
exercise of the Warrants.

         "Warrant Shelf Registration Statement" shall have the meaning set forth
in Section 3 hereof.

         All references herein to information which is "included" or "contained"
in a Registration Statement or Prospectus, and all references of like import,
shall include the information (including financial statements) incorporated or
deemed to be incorporated by reference therein, and all references herein to
amendments or supplements to a Registration Statement or Prospectus shall
include any documents filed by the Company under the 1934 Act which are deemed
to be incorporated by reference therein.

SECTION 2. Registration Under the 1933 Act for the Registrable Notes.

         (a) Exchange Offer Registration. To the extent not prohibited by law
(including, without limitation, any applicable interpretation of the staff of
the SEC), the Company shall use its reasonable best efforts (i) to file within
60 days after the Closing Date an Exchange Offer Registration Statement covering
the offer by the Company to the Note Holders to exchange all of the Registrable
Notes (except Registrable Notes held by the Initial Purchaser and acquired
directly from the Company if such Initial Purchaser is not permitted, in the
reasonable opinion of counsel to the Initial Purchaser, pursuant to applicable
law or SEC interpretation, to participate in the Exchange Offer) which are Fixed
Rate Notes for Series B Fixed Rate Notes and those which are Term B Notes for
Series B Term B Notes, (ii) to cause such Exchange Offer Registration Statement
to be declared effective by the SEC within 120 days after the Closing Date,
(iii) to cause such Exchange Offer Registration Statement to remain effective
until the closing of the Exchange Offer and (iv) to consummate the Exchange
Offer within 180 days following the Closing Date. The Exchange Notes will be
issued under and made subject to the Indenture. Upon the effectiveness of the
Exchange Offer Registration Statement, the Company shall promptly commence the
Exchange Offer, it being the objective of such Exchange Offer to enable each
Note Holder (other than Participating Broker-Dealers (as defined in Section 4(f)
hereof) and broker-dealers who purchased Notes directly from the Company to
resell pursuant to Rule 144A or any other available exemption under the 1933
Act) eligible and electing to exchange those


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Registrable Notes which are Fixed Rate Notes for Series B Fixed Rate Notes and
those Registrable Notes which are Term B Notes for Series B Term B Notes
(assuming that such Note Holder is not an affiliate of the Company, acquires the
Exchange Notes in the ordinary course of such Note Holder's business and has no
arrangements or understandings with any person to participate in the
distribution (within the meaning of the 1933 Act) of Exchange Notes) to trade or
sell such Exchange Notes from and after their receipt without any limitations or
restrictions under the 1933 Act and without material restrictions under the
securities laws of a substantial proportion of the several states of the United
States.

         In connection with the Exchange Offer, the Company shall:

                  (A) mail to each Note Holder a copy of the Prospectus forming
         part of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (B) keep the Exchange Offer open for not less than 20 days
         after the date notice thereof is mailed to the Note Holders (or longer
         if required by applicable law);

                  (C) use the services of the Depositary for the Exchange Offer;

                  (D) permit Note Holders to withdraw tendered Registrable Notes
         at any time prior to the close of business, New York City time, on the
         last business day on which the Exchange Offer shall remain open, by
         sending to the institution specified in the notice, a telegram, telex,
         facsimile transmission or letter setting forth the name of such Note
         Holder, the principal amount of Registrable Notes delivered for
         exchange, whether such Registrable Notes consist of Fixed Rate Notes or
         Term B Notes and a statement that such Note Holder is withdrawing his
         election to have such Notes exchanged; and

                  (E) otherwise comply in all respects with all applicable laws
         relating to the Exchange Offer.

         As soon as practicable after the close of the Exchange Offer, the
Company shall:

                  (x) accept for exchange Registrable Notes duly tendered and
         not validly withdrawn pursuant to the Exchange Offer in accordance with
         the terms of the Exchange Offer Registration Statement and the letter
         of transmittal which is an exhibit thereto;

                  (y) deliver, or cause to be delivered, to the Trustee for
         cancellation all Registrable Notes so accepted for exchange by the
         Company; and

                  (z) cause the Trustee promptly to authenticate and deliver
         Exchange Notes of the applicable series to each Note Holder of
         Registrable Notes equal in amount to the Registrable Notes of such Note
         Holder so accepted for exchange.


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         Interest on each Exchange Note will accrue from the last date on which
interest was paid or duly provided for on such series of Registrable Note
surrendered in exchange therefor or, if no interest has been paid on the
Registrable Notes, from December 21, 2000. The Exchange Offer shall not be
subject to any conditions, other than (1) that the Exchange Offer, or the making
of any exchange by a Note Holder, does not violate applicable law or any
applicable interpretation of the staff of the SEC, (2) that no action or
proceeding shall have been instituted or threatened in any court or by or before
any governmental agency or body with respect to the Exchange Offer, (3) that
there shall not have been adopted or enacted any law, statute, rule or
regulation prohibiting or limiting the Exchange Offer, (4) that there shall not
have been declared by United States federal or New York state authorities a
banking moratorium, (5) that trading on the New York Stock Exchange or generally
in the United States over-the-counter market shall not have been suspended by
order of the SEC or any other governmental authority and (6) such other
conditions as may be reasonably acceptable to the Initial Purchaser which, in
the Company's judgment, would reasonably be expected to impair the ability of
the Company to proceed with the Exchange Offer. In addition, each Note Holder
(other than Participating Broker-Dealers) who wishes to exchange such
Registrable Notes for Exchange Notes in the Exchange Offer will be required to
represent that (I) it is not an affiliate of the Company or a broker-dealer who
intends to tender Registrable Securities acquired directly from the Company for
its own account, (II) any Exchange Notes to be received by it were acquired in
the ordinary course of business and (III) it is not engaged in, and does not
intend to engage in, and has no arrangement or understanding with any person to
participate in, the distribution (within the meaning of the 1933 Act) of the
Exchange Notes. Each Participating Broker-Dealer shall be required to make such
representations as, in the reasonable judgment of the Company, may be necessary
under applicable SEC rules, regulations or interpretations or customary in
connection with similar exchange offers. Each Note Holder (including
Participating Broker-Dealers) shall be required to make such other
representations as may be reasonably necessary under applicable SEC rules,
regulations or interpretations to render the use of Form S-4 or another
appropriate form under the 1933 Act available and will be required to agree to
comply with their agreements and covenants set forth in this Agreement. The
Exchange Offer shall be subject to the further condition that no stop order,
injunction or similar order shall have been issued or obtained by the SEC or any
state securities authority suspending the effectiveness of the Exchange Offer
Registration Statement and no proceedings shall have been initiated or, to the
knowledge of the Company, threatened for that purpose. To the extent permitted
by law, the Company shall, upon request of the Initial Purchaser, inform the
Initial Purchaser of the names and addresses of the Note Holders to whom the
Exchange Offer is made, and the Initial Purchaser shall have the right to, and,
if requested by the Company, shall, contact such Note Holders and otherwise
facilitate the tender of Registrable Notes in the Exchange Offer.

         Prior to effectiveness of the Exchange Offer Registration Statement,
the Company shall, if requested by the staff of the SEC, provide a supplemental
letter to the SEC (aa) stating that the Company is registering the Exchange
Offer in reliance on the position of the SEC enunciated in Exxon Capital
Holdings Corporation (available May 13, 1988) and Morgan Stanley and Co., Inc.
(available June 5, 1991) and (bb) including a representation that the Company
has not entered into any arrangement or understanding with any Person to
distribute the Exchange Notes and that, to the best of the Company's information
and belief, each Note Holder participating in


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the Exchange Offer is acquiring the Exchange Notes in its ordinary course of
business and has no arrangement or understanding with any Person to participate
in the distribution of the Exchange Notes received in the Exchange Offer.

         If in the 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 SEC
allowing the Company to consummate the Exchange Offer. The Company hereby agrees
to pursue the issuance of such a decision to the SEC staff level, but shall not
be required to take action to effect a change of stated or recognized SEC
policy. The Company hereby agrees, however, to (xx) participate in telephonic
conferences with the SEC and the staff of the SEC, (yy) deliver to the staff of
the SEC an analysis prepared by counsel to the Company setting forth the legal
bases, if any, upon which such counsel has concluded that the Exchange Offer
should be permitted and (zz) diligently pursue a resolution (which need not be
favorable) by the staff of the SEC of such submission.

         (b) Notes Shelf Registration Statement. (i) If, because of any change
in law or applicable interpretations thereof by the staff of the SEC, the
Company is not permitted to effect the Exchange Offer as contemplated by Section
2(a) hereof, or (ii) if any Note Holder notifies the Company prior to the 20th
day following the consummation of the Exchange Offer (A) that such Note Holder
is prohibited by applicable law or SEC policy from participating in the Exchange
Offer, or (B) that such Note Holder may not resell the Exchange Notes 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 available for such resales by such Note Holder, then the Company shall, at
its cost:

                  (A) As promptly as practicable (but in no event later than the
         earliest to occur of (x) the 60th day after the date on which the
         Company determined that it is not permitted to effect the Exchange
         Offer as contemplated by Section 2(a) hereof and (y) the 60th day after
         the date on which the Company receives notice from a Note Holder as
         contemplated by clause (ii) above (the earliest such date being the
         "Shelf Filing Deadline")), use its best efforts to file with the SEC a
         Notes Shelf Registration Statement relating to the offer and sale of
         the Registrable Notes (other than Registrable Notes owned by Note
         Holders who have elected not to include such Registrable Notes in such
         Notes Shelf Registration Statement or who have not complied with their
         obligations under the penultimate paragraph of Section 4 hereof or
         under the ultimate sentence of this Section 2(b)) by the Note Holders
         from time to time in accordance with the methods of distribution
         elected by the Majority Note Holders of such Registrable Notes and set
         forth in such Notes Shelf Registration Statement, and use its best
         efforts to cause such Notes Shelf Registration Statement to be declared
         effective by the SEC on or before the 60th day after the Shelf Filing
         Deadline;

                  (B) use its best efforts to keep the Notes Shelf Registration
         Statement continuously effective in order to permit the Prospectus
         forming part thereof to be usable by Note Holders for a period of two
         years from the date a Notes Shelf Registration Statement is declared
         effective by the SEC or such shorter period which will terminate


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         when all of the Registrable Notes covered by the Notes Shelf
         Registration Statement have been sold pursuant to such Notes Shelf
         Registration Statement or otherwise are no longer Registrable Notes;
         and

                  (C) notwithstanding any other provisions hereof, use its best
         efforts to ensure that (x) any Notes Shelf Registration Statement and
         any amendment thereto and any Prospectus forming part thereof and any
         supplement thereto complies in all material respects with the 1933 Act
         and the rules and regulations thereunder, (y) any Notes Shelf
         Registration Statement and any amendment thereto does not, when it
         becomes effective, contain an untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading and (z) any
         Prospectus forming part of any Notes Shelf Registration Statement, and
         any supplement to such Prospectus (as amended or supplemented from time
         to time), does not include an untrue statement of a material fact or
         omit to state a material fact necessary in order to make the
         statements, in light of the circumstances under which they were made,
         not misleading.

         To the extent permitted by law, the Company further agrees, if
necessary, to supplement or amend the Notes Shelf Registration Statement (if
reasonably requested by (i) one firm of legal counsel selected by the Majority
Note Holders or (ii) the Initial Purchaser) with respect to information relating
to the Note Holders or the Initial Purchaser, respectively, and otherwise as
required by Section 4(b) below, to use its best efforts to cause any such
amendment to become effective and such Notes Shelf Registration Statement to
become usable as soon as thereafter practicable and to furnish to the Note
Holders of Registrable Notes registered thereby or the Initial Purchaser, as the
case may be, copies of any such supplement or amendment promptly after its being
used or filed with the SEC. The Company may require, as a condition to including
the Registrable Notes of any Note Holder in any Notes Shelf Registration
Statement, that such Note Holder shall have furnished to the Company a written
agreement to the effect that such Note Holder agrees to comply with and be bound
by the provisions of this Agreement.

         (c) Effective Registration Statement. (i) The Company will be deemed
not to have used its best efforts to cause the Exchange Offer Registration
Statement or any Notes Shelf Registration Statement, as the case may be, to
become, or to remain, effective during the requisite period if the Company
voluntarily takes any action that would result in any such Registration
Statement not being declared effective or in the Note Holders of Registrable
Notes covered thereby not being able to exchange or offer and sell such
Registrable Notes during that period unless such action is, in the reasonable
judgment of the Company, required by applicable law (including, without
limitation, any interpretation of the SEC); provided, further, that the forgoing
shall not apply to actions if the Company determines, in its reasonable
judgment, upon advice of counsel, as authorized by a resolution of its Board of
Directors, that the continued effectiveness and usability of the Notes Shelf
Registration Statement would (A) require the disclosure of material information,
which the Company has a bona fide business reason for preserving as
confidential, or (B) interfere with any financing, acquisition, corporate
reorganization or other material transaction involving the Company of any of its
Affiliates (as determined in the rules and regulations adopted under the 1934
Act); provided, however, that the


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failure to keep the Notes Shelf Registration Statement effective and usable for
offers and sales of Registrable Notes for such reasons shall last no longer than
60 days in any 12-month period (whereafter Additional Interest shall accrue and
be payable).

                  (ii) An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Notes Shelf Registration Statement pursuant to Section
2(b) hereof will not be deemed to have become effective unless it has been
declared effective by the SEC; provided, however, that if, after it has been
declared effective, the offering of Registrable Notes pursuant to such Notes
Shelf Registration Statement is interfered with by any stop order, injunction or
other order or requirement of the SEC or any other governmental agency or court,
such Notes Shelf Registration Statement will be deemed not to have been
effective during the period of such interference, until the offering of
Registrable Notes pursuant to such Notes Shelf Registration Statement may
legally resume.

         (d) Increase in Interest Rate. Subject to Section 2(c) above, if (i)
any of the Registration Statements required by Sections 2(a) or (b) of this
Agreement to be filed is not filed with the SEC 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 SEC on or prior to the date
specified for such effectiveness in this Agreement (the "Effectiveness Target
Date"), whether or not the Company has breached any obligation to use its best
efforts to cause such Registration Statement to be declared effective, (iii) the
Exchange Offer, if permitted, has not been consummated within 180 days of the
Closing Date or (iv) any Registration Statement required by Sections 2(a) or (b)
of this Agreement to be filed is filed and declared effective but shall
thereafter cease to be effective or fail to be usable for its intended purpose
without being succeeded immediately by a post-effective amendment to such
Registration Statement that cures such failure and that is itself declared
effective on or prior to the Effectiveness Target Date (each such event referred
to in clauses (i) through (iv), a "Notes Registration Default"), then from and
after occurrence of such Notes Registration Default, the annual interest rate
borne by the Registrable Notes for any period during the continuance of such
Notes Registration Default will increase by 0.5% per annum; provided, however,
that if a Notes Registration Default has occurred and it continues for 180 days,
then from and after that date, the annual interest rate borne by the Registrable
Notes for any such period during the continuance of such Notes Registration
Default will increase by an additional 0.5% per annum; provided, however, that
the aggregate amount of any such increase in such interest rate will in no event
exceed 1.0% per annum. All accrued Additional Interest shall be paid by the
Company on each Interest Payment Date following the accrual thereof, in the same
manner as provided in the Indenture and the Notes for the payment of interest on
the Notes. Following the cure of all Notes Registration Defaults relating to any
particular Registrable Notes, the accrual of Additional Interest with respect to
such Registrable Notes shall cease. All obligations of the Company set forth in
the this paragraph that are outstanding with respect to any Registrable Notes at
the time such security ceases to be a Registrable Note shall survive until such
time as all such obligations with respect to such security shall have been
satisfied in full.

         (e) Specific Enforcement. Without limiting the remedies available to
the Initial Purchaser and the Note Holders, the Company acknowledges that any
failure by the Company to


                                       11
<PAGE>   12


comply with its obligations under Section 2(a) and Section 2(b) hereof may
result in material irreparable injury to the Initial Purchaser or the Note
Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchaser or any Holder may, to the extent
permitted by law, obtain such relief as may be required to specifically enforce
the Company's obligations under Section 2(a) and Section 2(b) hereof.

SECTION 3. Warrants Shelf Registration.

         (a) Warrants Shelf Registration Statement. Promptly (and in any event
not more than 60 days) following the Closing Date, the Company shall file with
the SEC and thereafter use its best efforts to have declared effective not later
than 120 days after the Closing Date a registration statement on an appropriate
form under the 1933 Act relating to (i) the offer and sale of the Registrable
Warrant Shares by the Company to the holders of the Registrable Warrants upon
exercise thereof and (ii) the offer and sale of the Registrable Warrants and
Registrable Warrant Shares by the holders thereof, in each case from time to
time in accordance with the methods of distribution set forth in such
registration statement and Rule 415 under the 1933 Act (the "Warrants Shelf
Registration Statement").

         (b) Effectiveness. The Company agrees to use its best efforts to keep
the Warrants Shelf Registration Statement continuously effective in order to
permit the Prospectus included therein to be usable by the holders of the
Registrable Warrants and the Registrable Warrant Shares for eight years from the
Closing Date or such shorter period that will terminate when all Registrable
Warrants and Registrable Warrant Shares covered by the Warrants Registration
Statement have been sold pursuant to such registration statement, provided, that
the Company shall be deemed not to have used its best efforts to keep the
Warrants Registration Statement effective during the requisite period if it
voluntarily takes any action that would result in holders of the Registrable
Warrants and Registrable Warrant Shares covered thereby not being able to offer
and sell such Registrable Warrants and Registrable Warrant Shares during that
period, unless such action is required by applicable law, and provided, further,
that the foregoing shall not apply to actions if the Company determines, in its
reasonable judgment, upon advice of counsel, as authorized by a resolution of
its Board of Directors, that the continued effectiveness and usability of such
registration statement would (i) require the disclosure of material information,
which the Company has a bona fide business reason for preserving as
confidential, or (ii) interfere with any financing, acquisition, corporate
reorganization or other material transaction involving the Company or any of its
Affiliates (as defined in the rules and regulations adopted under the 1934 Act):
provided, however, that the failure to keep the registration statement effective
and usable for offers and sales of Registrable Warrants and Registrable Warrant
Shares for such reasons shall last no longer than 60 days in any 12-month period
(whereafter Warrant Liquidated Damages (as defined in Section 3(c)) shall accrue
and be payable).

         (c) Warrants Liquidated Damages. If the Company fails to file within 60
days, or cause to become effective within 120 days, the Warrants Shelf
Registration Statement, or (subject to Section 3(b)) the Warrants Shelf
Registration Statement is declared effective but


                                       12
<PAGE>   13


thereafter ceases to be effective in connection with resales of the Registrable
Warrants or Registrable Warrant Shares (each, a "Warrant Registration Default"),
then the Company agrees to pay to each holder of Registrable Warrants or
Registrable Warrant Shares, liquidated damages in an amount equal to (i)
one-tenth of one cent ($0.001) per day per Registrable Warrant or such
Registrable Warrant Share held by such holder during the two week period
immediately following a Warrant Registration Default, (ii) three-tenths of one
cent ($.003) per day per Registrable Warrant or such Registrable Warrant Share
held by such holder during the four week period immediately following the two
week period referred to in clause (i) and (iii) thereafter, five-tenths of one
cent ($.005) per day per Registrable Warrant or such Registrable Warrant Share
held by such holder (the "Warrant Liquidated Damages"), accruing in each case
from the date of such Warrant Registration Default and ceasing to accrue on the
date such Warrant Registration Default has been cured by, as applicable, the
filing, declaration of effectiveness or withdrawal of suspension of
effectiveness of the applicable Registration Statement. The Company shall
deliver the Warrant Liquidated Damages to the Warrant Agent on the first day of
each month next following a month as to which Warrant Liquidated Damages have
accrued for the benefit of the holders of Registrable Warrants and to a paying
agent (which may be the Company) for the benefit of the holders of Registrable
Warrant Shares and cause the Warrant Agent and such paying agent to promptly
deliver such funds to the holders of Registrable Warrants and Registrable
Warrant Shares entitled thereto. For purposes of this Agreement, the term
"Warrant Registration Default" shall not include the failure of the Company to
register the offer and sale of the Registrable Warrant Shares of the Company to
the holders of the Registrable Warrants as set forth under Section 3(a)(i)
hereof if such registration is against the current policies of the staff of the
SEC.

         (d) Notwithstanding any other provisions of this Agreement to the
contrary, the Company will cause the Warrants Shelf Registration Statement and
the related Prospectus and any amendment or supplement thereto, as of the
effective date of such Registration Statement, amendment or supplement, (i) to
comply in all material respects with the applicable requirements of the 1933 Act
and the rules and regulations of the Commission and (ii) not to contain any
untrue statement of a material fact or omit to state a material fact required to
be stated herein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

         (e) Specific Enforcement. Without limiting the remedies available to
the Initial Purchaser and the holders of the Warrants and Warrant Shares, the
Company acknowledges that any failure by the Company to comply with its
obligations under this Section 3 may result in material irreparable injury to
the Initial Purchaser or the holders of the Warrants and Warrant Shares for
which there is not adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchaser or any holder of Warrants or Warrant Shares may,
to the extent permitted by law, obtain such relief as may be required to
specifically enforce the Company's obligations under this Section 3.


                                       13
<PAGE>   14


SECTION 4. Registration Procedures.

         In connection with the obligations of the Company with respect to the
Exchange Offer Registration Statement pursuant to Sections 2(a), the Notes Shelf
Registration Statement pursuant to Section 2(b) and the Warrants Shelf
Registration Statement pursuant to Section 3(a) hereof, but only so long as the
Company shall have an obligation under this Agreement to keep a Registration
Statement effective, the Company shall:

         (a) use its best efforts to prepare and file with the SEC a
Registration Statement within the relevant time period specified in Section 2 or
3, on the appropriate form under the 1933 Act, which form (i) shall be selected
by the Company, (ii) shall, in the case of a Notes Shelf Registration, be
available for the sale of the Registrable Notes by the selling Note Holders
thereof, (iii) shall, in the case of a Warrants Shelf Registration Statement, be
available for the sale of the Registrable Warrants and Registrable Warrant
Shares by the selling holders thereof, and (iv) shall comply as to form in all
material respects with the requirements of the applicable form and include or
incorporate by reference all financial statements required by the SEC to be
filed therewith, and use its best efforts to cause such Registration Statement
to become effective and use its best efforts to cause such Registration
Statement to remain effective in accordance with Section 2 or 3 hereof;

         (b) to the extent permitted by law, use its best efforts to (i) prepare
and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary under applicable law to keep such
Registration Statement effective for the applicable period, (ii) cause each
Prospectus to be supplemented by any required prospectus supplement, and as so
supplemented to be filed (if required) pursuant to Rule 424 under the 1933 Act,
and (iii) comply with the provisions of the 1933 Act with respect to the
disposition of all securities covered by each Registration Statement during the
applicable period in accordance with the intended method or methods of
distribution by the selling Note Holders or selling holders of the Registrable
Warrants or Registrable Warrant Shares;

         (c) in the case of a Notes Shelf Registration Statement, (i) notify
each Note Holder, at least ten business days prior to filing, that the Shelf
Registration Statement with respect to the Registrable Notes is being filed and
advising such Note Holders that the distribution of Registrable Notes will be
made in accordance with the method elected by the Majority Note Holders; and
(ii) furnish to each holder of Registrable Notes registered under the Notes
Shelf Registration Statement, to a single firm of legal counsel for the Note
Holders (including the Initial Purchaser) and to the managing underwriters of an
underwritten offering of Registrable Notes, if any, and their counsel, without
charge, as many copies of each Prospectus, including each preliminary
prospectus, and any amendment or supplement thereto and documents incorporated
by reference therein as such Note Holder, counsel or underwriters may reasonably
request and, if the Note Holder so requests, all exhibits thereto (including
those incorporated by reference) in order to facilitate the public sale or other
disposition of the Registrable Notes; and (iii) subject to Section 4(m) hereof
and the last paragraph of this Section 4, hereby consent to the use of the
Prospectus or any amendment or supplement thereto by each of the selling Note
Holders of Registrable Notes in connection with the offering and sale of the
Registrable Notes


                                       14
<PAGE>   15


covered by the Prospectus or any amendment or supplement thereto but only during
the period of time that the Company is required to keep the Shelf Registration
Statement effective pursuant to this Agreement;

         (d) in the case of a Warrants Shelf Registration Statement, (i) notify
each holder of Registrable Warrants and Registrable Warrant Shares, at least 10
business days prior to filing, that the Warrants Shelf Registration Statement
with respect to the Registrable Warrants and Registrable Warrant Shares is being
filed and advising such holders that the distribution of Registrable Warrants
and Registrable Warrant Shares will be made in accordance with the method
elected by the majority of the holders of the Registrable Warrants and
Registrable Warrant Shares acting as a single class (the "Majority Warrant
Holders") and (ii) furnish to each holder of Registrable Warrants and
Registrable Warrant Shares registered under the Warrants Shelf Registration
Statement, to a single firm of legal counsel for the holders of the Registrable
Warrants and Registrable Warrant Shares (including the Initial Purchaser) and to
the managing underwriters of an underwritten offering of Registrable Warrants
and Registrable Warrant Shares, if any, and their counsel, without charge, as
many copies of each Prospectus, including each preliminary prospectus, and any
amendment or supplement thereto and documents incorporated by reference therein
as such holders of Registrable Warrants and Registrable Warrant Shares, such
holders' counsel or underwriters may reasonably request and, if such holders so
request, all exhibits thereto (including those incorporated by reference) in
order to facilitate the public sale or other disposition of the Registrable
Warrants and Registrable Warrant Shares; and (iii) subject to Section 4(m)
hereof and the last paragraph of this Section 4, hereby consent to the use of
the Prospectus or any amendment or supplement thereto by each of the selling
holders of Registrable Warrants and Registrable Warrant Shares in connection
with the offering and sale of the Registrable Warrants and Registrable Warrant
Shares covered by the Prospectus or any amendment or supplement thereto but only
during the period of time that the Company is required to keep the Warrants
Shelf Registration Statement effective pursuant to this Agreement;

         (e) use its best efforts to register or qualify the Registrable Notes,
Registrable Warrants and Registrable Warrant Shares under all applicable state
securities or "blue sky" laws, to the extent not preempted by federal law, of
such jurisdictions in the United States as (i) the Majority Note Holders of
Registrable Notes covered by a Registration Statement and the managing
underwriter of an underwritten offering of Registrable Notes and (ii) the
Majority Warrant Holders covered by the Warrants Shelf Registration Statement
shall reasonably request prior to the time the applicable Registration Statement
is declared effective by the SEC, to cooperate with the Note Holders and holders
of the Registrable Warrants and Registrable Warrant Shares in connection with
any filings required to be made with the NASD, and do any and all other acts and
things which may be reasonably necessary or advisable to enable such holder to
consummate the disposition of such Registrable Notes, Registrable Warrants and
Registrable Warrant Shares in the jurisdiction of such holder pursuant to such
Registration Statement; provided, however, that the Company shall not be
required to (a) qualify as a foreign corporation or as a dealer in securities in
any jurisdiction where it would not otherwise be required to qualify but for
this Section 4(e) or (b) take any action that would subject it to general
service of process or taxation in any such jurisdiction if it is not then so
subject;


                                       15
<PAGE>   16


         (f) in the case of a Shelf Registration Statement, promptly notify a
single firm of legal counsel for the Note Holders or the holders of Registrable
Warrants and Registrable Warrant Shares, as the case may be, registered thereby
and the Initial Purchaser and, if requested by such counsel or the Initial
Purchaser, promptly confirm such advice in writing (by notice to such counsel or
the Initial Purchaser) (i) when such Registration Statement has become effective
and when any post-effective amendments thereto become effective, (ii) of any
request by the SEC or any state securities authority for post-effective
amendments and supplements to such Registration Statement and the related
Prospectus or for additional information after such Registration Statement has
become effective, (iii) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of such Registration
Statement or the initiation of any proceedings for that purpose, (iv) if,
between the effective date of such Registration Statement and the closing of any
sale of Registrable Notes or Registrable Warrants and Registrable Warrant Shares
covered thereby pursuant to an underwriting agreement to which the Company is a
party, the representations and warranties of the Company contained in such
underwriting agreement cease to be true and correct in all material respects,
(v) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Registrable Notes or Registrable Warrants
and Registrable Warrant Shares covered by such Registration Statement for sale
in any jurisdiction or the initiation or threatening of any proceeding for such
purpose and (vi) upon the Company becoming aware thereof, of the happening of
any event or the discovery of any facts during the period such Registration
Statement is effective which (A) makes any statement made in such Registration
Statement or the related Prospectus untrue in any material respect or (B) causes
such Registration Statement or the related Prospectus to omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading;

         (g) (i) in the case of the Exchange Offer, (A) include in the Exchange
Offer Registration Statement a "Plan of Distribution" section covering the use
of the Prospectus included in the Exchange Offer Registration Statement by
Participating Broker-Dealers (as defined below) who have exchanged their
Registrable Notes for the applicable series of Exchange Notes for the resale of
such Exchange Notes, (B) furnish to each Participating Broker-Dealer who
notifies the Company in writing that it desires to participate in the Exchange
Offer, without charge, as many copies of each Prospectus included in the
Exchange Offer Registration Statement, including any preliminary prospectus, and
any amendment or supplement thereto, as such broker-dealer may reasonably
request, (C) include in the Exchange Offer Registration Statement a statement
that any broker-dealer who holds Registrable Notes acquired for its own account
as a result of market-making activities or other trading activities (a
"Participating Broker-Dealer"), and who receives Series B Fixed Rate Notes or
Series B Term B Notes for Registrable Notes pursuant to the Exchange Offer, may
be a statutory underwriter and must deliver a prospectus meeting the
requirements of the 1933 Act in connection with any resale of such Exchange
Notes, (D) subject to Section 4(m) hereof and the last paragraph of this Section
4, hereby consent to the use of the Prospectus forming part of the Exchange
Offer Registration Statement or any amendment or supplement thereto by any
Participating Broker-Dealer in connection with the sale or transfer of the
Exchange Notes covered by the Prospectus or any amendment or supplement thereto
for a period ending 180 days following consummation of the Exchange Offer or, if
earlier, when all Exchange Notes received by such Participating Broker-


                                       16
<PAGE>   17
Dealer in exchange for Registrable Notes acquired for their own account as a
result of market-making or other trading activities have been disposed of by
such Participating Broker-Dealer, and (E) include in the letter of transmittal
or similar documentation to be executed by an exchange offeree in order to
participate in the Exchange Offer a provision substantially in the following
form (or such similar provision as is reasonably acceptable to counsel for the
Initial Purchaser and as, in the reasonable opinion of the Company, may at the
time be required by applicable law or SEC interpretation):

                  "If the undersigned is not a broker-dealer, the
                  undersigned represents that it is not engaged
                  in, and does not intend to engage in, a
                  distribution of Exchange Notes. If the
                  undersigned is a broker-dealer that will
                  receive Exchange Notes for its own account in
                  exchange for Registrable Notes, it represents
                  that the Registrable Notes to be exchanged for
                  Exchange Notes were acquired by it as a result
                  of market-making activities or other trading
                  activities and acknowledges that it will
                  deliver a prospectus meeting the requirements
                  of the Securities Act of 1933 in connection
                  with any resale of such Exchange Notes pursuant
                  to the Exchange Offer; however, by so
                  acknowledging and by delivering a prospectus,
                  the undersigned will not be deemed to admit
                  that it is an "underwriter" within the meaning
                  of the Securities Act of 1933"; and

                           (ii) to the extent any Participating Broker-Dealer
         participates in the Exchange Offer, the Company shall use its best
         efforts to cause to be delivered at the request of an entity
         representing the Participating Broker-Dealers (which entity shall be
         the Initial Purchaser) (A) a "cold comfort" letter addressed to the
         Participating Broker-Dealers from the Company's independent certified
         public accountants with respect to the Prospectus in the Exchange Offer
         Registration Statement in the form existing on the last date for which
         exchanges are accepted pursuant to the Exchange Offer and (B) an
         opinion of counsel to the Company addressed to the Participating
         Broker-Dealers in customary form relating to the Exchange Notes; and

                           (iii) to the extent any Participating Broker-Dealer
         participates in the Exchange Offer and notifies the Company or causes
         the Company to be notified in writing that it is a Participating
         Broker-Dealer, the Company shall use its best efforts to maintain the
         effectiveness of the Exchange Offer Registration Statement for a period
         of 180 days following the last date on which exchanges are accepted
         pursuant to the Exchange Offer, or, if earlier, when all Exchange Notes
         received by Participating Broker-Dealers in exchange for Registrable
         Notes acquired for their own account as a result of market-making or
         other trading activities have been disposed of by such Participating
         Broker-Dealers; and

                           (iv) not be required, however, to amend or supplement
         the Prospectus contained in the Exchange Offer Registration Statement
         as would otherwise be contemplated by Section 4(b) hereof, or take any
         other action as a result of this


                                       17
<PAGE>   18


         Section 4(g), at any time after 180 days after the last date for which
         exchanges are accepted pursuant to the Exchange Offer (or such earlier
         date referred to in Paragraph (C) above), and Participating Broker-
         Dealers shall not be authorized by the Company to, and shall not,
         deliver such Prospectus after such period in connection with resales
         contemplated by this Section 4 or otherwise;

         it being understood that, notwithstanding anything in this Agreement to
the contrary, the Company shall not be required to comply with any provision of
this Section 4(g) or any other provision of this Agreement relating to the
distribution of Exchange Notes by Participating Broker-Dealers, to the extent
that the Company reasonably concludes (with the consent of Jefferies & Company,
Inc. not to be unreasonably withheld) that compliance with such provision is no
longer required by applicable law or interpretation of the staff of the SEC;

         (h) in the case of an Exchange Offer, furnish to one firm of legal
counsel for the Initial Purchaser and in the case of a Shelf Registration
Statement, furnish to one firm of legal counsel for the Note Holders or one firm
of legal counsel for the holders of the Registrable Warrants and Registrable
Warrant Shares, as the case may be, covered thereby copies of any request
received by or on behalf of the Company, from the SEC or any state securities
authority for amendments or supplements to the relevant Registration Statement
and Prospectus or for additional information;

         (i) make every reasonable effort to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement as soon as practicable
and provide prompt notice to one firm of legal counsel for the Note Holders or
holders of the Registrable Warrants and Registrable Warrant Shares, as the case
may be, of the withdrawal of any such order;

         (j) in the case of a Shelf Registration Statement, furnish to each
Holder of Registrable Notes or holders of the Registrable Warrants and
Registrable Warrant Shares, as the case may be, without charge, at least one
conformed copy of each Registration Statement and any post-effective amendment
thereto (without documents incorporated therein by reference or exhibits
thereto, unless requested);

         (k) in the case of a Notes Shelf Registration Statement cooperate with
the selling Note Holders of Registrable Notes to facilitate the timely
preparation and delivery of certificates representing applicable Registrable
Notes to be sold and not bearing any restrictive legend (except any customary
legend borne by securities held through The Depository Trust Company or any
similar depository); and cause such Registrable Notes to be in such
denominations (consistent with the provisions of the Indenture) and registered
in such names as the selling Note Holders or the underwriters, if any, may
request at least two business days prior to the closing of any sale of
Registrable Notes;

         (l) in the case of a Warrants Shelf Registration Statement, cooperate
with the selling holders of the Registrable Warrants and Registrable Warrant
Shares to facilitate the timely preparation and delivery of certificates
representing Registrable Warrants and Registrable Warrant Shares to be sold and
not bearing any restrictive legend (except any customary legend borne by
securities held through the Depository Trust Company or any similar depository);
and


                                       18
<PAGE>   19


cause such Registrable Warrants and Registrable Warrant Shares to be in such
denominations (consistent with the provisions of the Warrant Agreement) and
registered in such names as the selling holders of the Registrable Warrants and
Registrable Warrant Shares or the underwriters, if any, may request at least two
business days prior to the closing of any sale of Registrable Warrants and
Registrable Warrant Shares;

         (m) in the case of a Shelf Registration, upon the Company becoming
aware of the occurrence of any event or the discovery of any facts, each as
contemplated by Section 4(f)(vi) hereof, use its best efforts to prepare a
supplement or post-effective amendment to the relevant Registration Statement or
the related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers
of the Registrable Notes or purchasers of the Registrable Warrants and
Registrable Warrant Shares, as the case may be, such Prospectus will not contain
at the time of such delivery any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Company agrees to
notify each Note Holder registered under the relevant Shelf Registration
Statement to suspend use of the Prospectus as promptly as practicable after the
Company becomes aware of the occurrence of such an event, and each Note Holder
registered under the relevant Shelf Registration Statement hereby agrees to
suspend use of the Prospectus after receipt of such notice until the Company has
amended or supplemented the Prospectus to correct such misstatement or omission
or has advised such holders that use of such Prospectus may be resumed. At such
time as such public disclosure is otherwise made or the Company determines that
such disclosure is not necessary, in each case to correct any misstatement of a
material fact or to include any omitted material fact, or the Company otherwise
determines that use of such Prospectus may be resumed, the Company agrees
promptly to notify each holder registered under the relevant Shelf Registration
Statement of such determination and (if applicable) to furnish each such holder
such numbers of copies of the Prospectus, as amended or supplemented, as such
holder may reasonably request;

         (n) not later than the effective date of the applicable registration
statement, the Company will provide a CUSIP number for the Fixed Rate Notes, the
Term B Notes, the Series B Fixed Rate Notes, the Series B Term B Notes, the
Registrable Warrants or the Registrable Warrant Shares, as the case may be, and
provide (x) the Trustee or Warrant Agent with printed certificates for the Fixed
Rate Notes, the Term B Notes, the Series B Fixed Rate Notes, the Series B Term B
Notes, the Registrable Warrants or the Registrable Warrant Shares, as the case
may be, and (y) the transfer agent and registrar for the Common Stock with
printed certificates for the Registrable Warrants Shares in a form eligible for
deposit with The Depository Trust Company; provided, however, that the Company
shall not be required to provide printed certificates for any Fixed Rate Notes,
Term B Notes, Series B Fixed Rate Notes or Series B Term B Notes to be so-called
"book-entry only" securities;

         (o) unless the Indenture, as it relates to the Exchange Notes or the
Registrable Notes, as the case may be, has already been so qualified, use its
best efforts to (i) cause the Indenture to be qualified under the Trust
Indenture Act of 1939, as amended (the "TIA"), in connection with the
registration of the Exchange Notes or Registrable Notes, as the case may be,
(ii) cooperate


                                       19
<PAGE>   20


with the Trustee and the Note Holders to effect such changes to the Indenture as
may be required for the Indenture to be so qualified in accordance with the
terms of the TIA and (iii) execute, and use its best efforts to cause the
Trustee to execute, all documents as may be required to effect such changes, and
all other forms and documents required to be filed with the SEC to enable the
Indenture to be so qualified in a timely manner;

         (p) in the case of a Shelf Registration Statement, take all customary
and appropriate actions reasonably required (including those reasonably
requested by the Majority Note Holders or Majority Warrant Holders, as the case
may be) in order to expedite or facilitate the disposition of the Registrable
Notes or Registrable Warrants and Registrable Warrant Shares, as the case may
be, registered thereby. If requested as set forth below, the Company agrees that
it will in good faith negotiate the terms of an underwriting agreement, which
shall be in form and scope as is customary for similar offerings of notes with
similar credit ratings (including, without limitation, representations and
warranties to the underwriters) and shall otherwise be reasonably satisfactory
to the Company and the managing underwriters; and:

                           (i) if requested by the managing underwriters, obtain
         opinions of counsel to the Company (which counsel shall be reasonably
         satisfactory to the managing underwriters) addressed to such
         underwriters, covering the matters customarily covered in opinions
         requested in underwritten sales of securities in substantially the
         forms specified in the underwriting agreement;

                           (ii) if requested by the managing underwriters,
         obtain a "cold comfort" letter and an update thereto not later than two
         weeks after the date of the original letter (or if not available under
         applicable accounting pronouncements or standards, a single
         "procedures" letter and a single update thereto) from the Company's
         independent certified public accountants addressed to the underwriters
         named in the underwriting agreement and use its best efforts to have
         such letter addressed to the selling Note Holders or selling holders of
         Registrable Warrants and Registrable Warrant Shares, as the case may be
         (provided, however, that such letter need not be addressed to any Note
         Holders or holders of Registrable Warrants and Registrable Warrant
         Shares, as the case may be, to whom, in the reasonable opinion of the
         Company's independent certified public accountants, addressing such
         letter is not permissible under applicable accounting standards), such
         letters to be in customary form and covering matters of the type
         customarily covered in "cold comfort" (or "procedures") letters to
         underwriters in connection with similar underwritten offerings; and

                           (iii) deliver such documents and certificates as may
         be reasonably requested and as are customarily delivered in similar
         underwritten offerings.

         Notwithstanding anything herein to the contrary, the Company shall have
no obligation to enter into any underwriting agreement or permit an underwritten
offering of Registrable Notes or Registrable Warrants and Registrable Warrant
Shares unless a request therefor shall have been received from the Majority Note
Holders or the Majority Warrant Holders, as the case may be, then outstanding
within ten business days of the date of the notice from the Company as required


                                       20
<PAGE>   21


by Section 4(c) or 4(d). In the case of such a request for an underwritten
offering, the Company shall provide reasonable advance written notice to the
Note Holders or holders of Registrable Warrants and Registrable Warrant Shares,
as the case may be, of such proposed underwritten offering. Such notice shall
(A) offer each such holder the right to participate in such underwritten
offering (but may indicate that whether or not all Registrable Notes or all
Registrable Warrants and Registrable Warrant Shares, as the case may be, are
included will be at the discretion of the underwriters), (B) specify a date,
which shall be no earlier than ten business days following the date of such
notice, by which such holder must inform the Company of its intent to
participate in such underwritten offering and (C) include the instructions such
holder must follow in order to participate in such underwritten offering;

         (q) in the case of a Shelf Registration (in the case of a Notes Shelf
Registration Statement, to the extent customary in connection with a "due
diligence" investigation for an offering of notes with a similar credit rating
to that of the Registrable Notes), make available for inspection by
representatives appointed by the Majority Note Holders or the Majority Warrant
Holders, as the case may be, and any underwriters participating in any
disposition pursuant to a Shelf Registration Statement and one firm of legal
counsel retained for all Note Holders or holders of Registrable Warrants and
Registrable Warrant Shares, as the case may be, participating in such Shelf
Registration, and one firm of legal counsel to the underwriters, if any, all
financial and other records, pertinent corporate documents and properties of the
Company reasonably requested by any such persons, and cause the respective
officers, employees and any other agents of the Company to supply all
information reasonably requested by any such representative, underwriters or
counsel in connection with the Shelf Registration Statement; provided, however,
that, if any such records, documents or other information relates to pending or
proposed acquisitions or dispositions, or otherwise relates to matters
reasonably considered by the Company to constitute sensitive or proprietary
information, the Company need not provide such records, documents or information
unless the foregoing parties enter into a confidentiality agreement in customary
form and reasonably acceptable to such parties and the Company;

         (r) (i) a reasonable time prior to the filing of any Exchange Offer
Registration Statement, any Prospectus forming a part thereof, any amendment to
an Exchange Offer Registration Statement or amendment or supplement to such
Prospectus, provide copies of such document to the Initial Purchaser, and make
such changes in any such document prior to the filing thereof as the Initial
Purchaser or its counsel may reasonably request; (ii) in the case of a Shelf
Registration Statement, a reasonable time prior to filing any Shelf Registration
Statement, any Prospectus forming a part thereof, any amendment to such Shelf
Registration Statement or amendment or supplement to such Prospectus, provide
copies of such document to the Initial Purchaser, one firm of legal counsel
appointed by the Majority Note Holders or Majority Warrant Holders to represent
the Note Holders or the Majority Warrant Holders, as the case may be,
participating in such Shelf Registration Statement, the managing underwriters of
an underwritten offering of Registrable Notes or Registrable Warrants and
Registrable Warrant Shares, as the case may be, if any, and their counsel, and
make such changes in any such document prior to the filing thereof as the
Initial Purchaser, such one firm of legal counsel for the Note Holders or
holders of Registrable Warrants and Registrable Warrant Shares, as the case may
be, such managing underwriters or their counsel may reasonably request; and
(iii) cause the


                                       21
<PAGE>   22


representatives of the Company to be available for discussion of such document
as shall be reasonably requested by the Initial Purchaser, one firm of legal
counsel to the Note Holders, the holders of the Registrable Warrants and
Registrable Warrant Shares, the managing underwriters and their counsel; and
shall not at any time make any filing of any such document of which the Initial
Purchaser, one firm of legal counsel to the Note Holders, the holders of the
Registrable Warrants and Registrable Warrant Shares, the managing underwriters
and their counsel shall not have previously been advised and furnished a copy or
to which the Initial Purchaser, one firm of legal counsel to the Note Holders,
the holders of the Registrable Warrants and Registrable Warrant Shares, the
managing underwriters and their counsel shall reasonably object: provided,
however, that the provisions of this paragraph (p) shall not apply to any
document filed by the Company pursuant to the 1934 Act which is incorporated or
deemed to be incorporated by reference in any Registration Statement or
Prospectus;

         (s) in the case of a Shelf Registration Statement and if requested by
the managing underwriters, if any, or the Majority Note Holders or the Majority
Warrant Holders, as the case may be, (i) as soon as practicable incorporate in a
prospectus supplement or post-effective amendment such information or revisions
to information therein relating to such underwriters, selling Note Holders or
selling holders of the Registrable Warrants and Registrable Warrant Shares, as
the case may be, as the managing underwriters, if any, or such holders or their
counsel reasonably request to be included or made therein, (ii) make all
required filings of such prospectus supplement or such post-effective amendment
as soon as practicable after the Company has received notification of the
matters to be incorporated in such prospectus supplement or post-effective
amendment and (iii) if required, supplement or make amendments to such Shelf
Registration Statement;

         (t) upon delivery of the Registrable Notes by Note Holders to the
Company (or to such other Person as directed by the Company) in exchange for the
applicable Exchange Notes, the Company shall mark, or cause to be marked, on
such Registrable Notes that such Registrable Notes are being canceled in
exchange for the Exchange Notes; in no event shall such Registrable Notes be
marked as paid or otherwise satisfied;

         (u) use its best efforts to cause the Series B Fixed Rate Notes and
Series B Term B Notes, if applicable, and, in the event of a Shelf Registration
Statement, the Fixed Rate Notes and Term B Notes, to be rated with not more than
two rating agencies selected by the Company, if so requested by the Majority
Note Holders or by the managing underwriters of an underwritten offering of
Registrable Notes, if any, unless the Series B Fixed Rate Notes and Series B
Term B Notes, as the case may be, or the Fixed Rate Notes and Term B Notes, as
the case may be, are already so rated or unless the Company has obtained such
ratings for its long-term notes generally;

         (v) otherwise use its best efforts to comply with all applicable rules
and regulations of the SEC and make available to its security holders, as soon
as reasonably practicable, an earnings statement covering at least 12 months
which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158
thereunder; and


                                       22
<PAGE>   23


         (w) cooperate and assist in any filings required to be made with the
NASD and in the performance of any due diligence investigation by any
underwriter and its counsel (including any "qualified independent underwriter"
that is required to be retained in accordance with the rules and regulations of
the NASD).

         In the case of a Shelf Registration Statement, the Company may (as a
condition to such holder's participation in the Shelf Registration Statement)
(i) require each holder of Registrable Notes, Registrable Warrants or
Registrable Warrant Shares to furnish to the Company such information regarding
such holder and the proposed distribution by such Holder of such Registrable
Notes, Registrable Warrants or Registrable Warrant Shares as the Company may
from time to time reasonably request in writing and such other information as,
in the reasonable opinion of the Company, is required for inclusion in the Shelf
Registration Statement, and (ii) further require each holder of Registrable
Notes, Registrable Warrants or Registrable Warrant Shares through one firm of
legal counsel on behalf of all such holders of Registrable Notes, Registrable
Warrants or Registrable Warrant Shares, to furnish to the Company any comments
on the Shelf Registration Statement and the Prospectus included therein or any
amendment or supplement to any of the foregoing not later than such times as the
Company reasonably may request. Each holder of securities included in a Shelf
Registration Statement agrees promptly to notify the Company of any inaccuracy
or change in information previously furnished to the Company or the occurrence
of any event, in either case, as a result of which the relevant Registration
Statement or the related Prospectus contains or would contain an untrue
statement of a material fact or omits or would omit to state any material fact
regarding such Holder, its intended method of distribution of Registrable Notes,
Registrable Warrants or Registrable Warrant Shares or otherwise that is required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing. As soon as practicable, the Company
will, subject to the reasonable approval of its counsel, incorporate in a
supplement or post-effective amendment to the relevant Registration Statement or
related Prospectus such information furnished in writing to the Company and
requested to be included therein, and furnish to such holder copies of the
Prospectus, as amended or supplemented, as reasonably requested.

         In the case of a Shelf Registration Statement, each holder agrees and,
in the case of the Exchange Offer Registration Statement, each Participating
Broker-Dealer agrees that, upon receipt of any notice from the Company of the
happening of any event or the discovery of any facts, each of the kind described
in Section 4(f)(ii)-(vi) or Section 4(m) hereof (it being understood and agreed
that, for purposes of this paragraph, a references in Sections 4(f)(ii)-(vi) and
Section 4(m) to a "Shelf Registration Statement" or a "Registration Statement"
shall be deemed to mean and include a Shelf Registration Statement, the Exchange
Offer Registration Statement or all or any combination thereof (as the context
requires), such holder or Participating Broker-Dealer, as the case may be, will
forthwith discontinue disposition of Registrable Notes, Registrable Warrants or
Registrable Warrant Shares pursuant to such Registration Statement and
discontinue use of the Prospectus included therein until such holder's or
Participating Broker-Dealer's receipt, as the case may be, of (A) copies of the
supplemented or amended Prospectus contemplated by Section 4(m) hereof or (B)
notice from the Company that the sale of the Registrable Notes, Registrable
Warrants or Registrable Warrant Shares may be resumed, and, if


                                       23
<PAGE>   24


so directed by the Company, such holder or Participating Broker-Dealer, as the
case may be, will deliver to the Company (at its expense) all copies in its
possession, other than permanent file copies then in its possession, of the
Prospectus covering such Registrable Notes, Registrable Warrants or Registrable
Warrant Shares current at the time of receipt of such notice. If the Company
shall give any such notice to suspend the disposition of Registrable Notes,
Registrable Warrants or Registrable Warrant Shares pursuant to a Registration
Statement as a result of the happening of any event or the discovery of any
facts, each of the kind described in Section 4(f) (ii)-(vi) or 4(m) hereof, the
Company shall be deemed to have used its best efforts to keep such Registration
Statement effective during such period of suspension, provided that the Company
shall use its best efforts to file and have declared effective (if an amendment)
as soon as practicable an amendment or supplement to such Registration Statement
or the related Prospectus and shall extend the period during which such
Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date of the
giving of such notice to and including the date when the Note Holders or holders
of the Registrable Warrants or Registrable Warrant Shares shall have received
copies of the supplemented or amended Prospectus necessary to resume such
dispositions or the date on which the Company has given notice that the sale of
Registrable Notes or Registrable Warrants and Registrable Warrant Shares may be
resumed, as the case may be. Each holder of Registrable Notes or Registrable
Warrants and Registrable Warrant Shares hereby agrees that it will at all times
use the then most current Prospectus, as then amended or supplemented, which has
been provided to it by the Company in connection with the resale or transfer of
any Registrable Notes or Registrable Warrants and Registrable Warrant Shares
pursuant to a Registration Statement or Prospectus.

SECTION 5. Expenses.

         The Company (i) shall pay all Registration Expenses in connection with
the performance of its obligations under Section 2, Section 3 and Section 4, and
(ii) in connection with the Exchange Offer Registration Statement and the Notes
Shelf Registration Statement, shall reimburse the Note Holders of Registrable
Notes 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 Notes Shelf Registration Statement, as applicable (or
to the extent such fees and disbursements are paid to such counsel by the
Initial Purchaser, the Initial Purchaser), for the reasonable fees and
disbursements of not more than one counsel, to be chosen by the Note Holders of
a majority in principal amount of the Registrable Notes for whose benefit such
Registration Statement is being prepared. Each Note Holder (including each
Initial Purchaser) shall pay all expenses of its counsel other than as set forth
in the preceding sentence, underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of such Note Holder's
Registrable Notes pursuant to any Notes Shelf Registration Statement or the
exchange of its Registrable Notes pursuant to any Exchange Offer Registration
Statement. Notwithstanding anything in this Agreement to the contrary, the
Company shall not be required to pay the fees and disbursements of legal counsel
for any Note Holders or holder of Registrable Warrants or Registrable Warrant
Shares (including the Initial Purchaser) except (A) as provided in clause (ii)
of the first sentence of this paragraph, (B) to the extent such fees and
disbursements constitute Registration Expenses which the Company is required to
pay


                                       24
<PAGE>   25


pursuant to the other provisions of this Agreement and (C) to the extent
required by Section 7 hereof. In the case of the Warrants Shelf Registration
Statement, the Company shall bear or reimburse the holders of the Registrable
Warrants and the Registrable Warrant Shares for the reasonable fees and expenses
of the one firm of counsel designated by holders of a majority of the
Registrable Warrants or Warrant Shares (voting together as a class) to act as
counsel.

SECTION 6. Underwritten Registrations.

         If any of the Registrable Notes or Registrable Warrants and Registrable
Warrant Shares covered by a Shelf Registration Statement are to be sold in an
underwritten offering, the underwriter or underwriters and manager or managers
that will manage the offering will be selected by the Company and shall be
reasonably acceptable to the Majority Note Holders or the Majority Warrant
Holders included in such offering, as the case may be.

         No holder of Registrable Notes or Registrable Warrants and Registrable
Warrant Shares may participate in any underwritten offering hereunder unless
such holder (a) agrees to sell such holder's Registrable Notes or Registrable
Warrants and Registrable Warrant Shares on the basis provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

SECTION 7. Indemnification and Contribution.

         (a) The Company, agrees to indemnify and hold harmless (i) each Note
Holder and holder of Exchange Notes, Warrants and Warrant Shares, (ii) the
Initial Purchaser, (iii) each person, if any, who controls any such holder or
the Initial Purchaser within the meaning of Section 15 of the 1933 Act or
Section 20(a) of the 1934 Act and (iv) the respective officers, directors,
partners, employees, representatives and agents of any such holder or the
Initial Purchaser or any controlling person (any person referred to in clauses
(i) -(iv) may hereinafter be referred to as an "Indemnified Holder"), to the
fullest extent lawful, from and against any and all losses, liabilities, claims,
damages and expenses whatsoever (including but not limited to reasonable
attorneys' fees and any and all reasonable expenses whatsoever incurred in
investigating, preparing or defending against any investigation or litigation,
commenced or threatened, or any claim whatsoever, and any and all amounts paid
in settlement of any claim or litigation), to which they or any of them may
become subject under the 1933 Act, the 1934 Act or otherwise, insofar as such
losses, liabilities, claims, damages or expenses (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in any Registration Statement or Prospectus
(including any preliminary Prospectus), or in any supplement thereto or
amendment thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; provided, however, that the Company will
not be liable in any such case to the extent, but only to the extent, that any
such loss, liability, claim, damage or expense arises out of or is based upon
any such untrue statement or alleged untrue statement or omission or


                                       25
<PAGE>   26


alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of the any of the
Indemnified Holders expressly for use therein. This indemnity agreement will be
in addition to any liability that the Company may otherwise have, including
under this Agreement.

         (b) In the case of a Notes Shelf Registration Statement or a Warrants
Registration Statement, each Note Holder and holders of Warrants or Warrant
Shares, as the case may be, agrees, severally and not jointly, to indemnify and
hold harmless the Company, the Initial Purchaser, each underwriter who
participates in an offering of Registrable Notes, Registrable Warrants or
Registrable Warrant Shares and the other Note Holders and holders of Warrants or
Warrant Shares, as the case may be, and each Person, if any, who controls the
Company, the Initial Purchaser, any underwriter or any other Note Holder or
holder of Warrants or Warrant Shares, within the meaning of Section 15 of the
1933 Act or Section 20(a) of the 1934 Act, and each of their respective
officers, directors, employers, partners, representatives and agents to the same
extent as the foregoing indemnity to each of the Indemnified Holders, but only
with respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in any Registration Statement or Prospectus (including any
preliminary Prospectus), or in any supplement thereto or amendment thereof, in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of such holder expressly for use in any such
Registration Statement or Prospectus (including any preliminary Prospectus), or
in any supplement thereto or amendment thereof; provided, however, that no such
holder shall be liable for any claims hereunder in excess of the amount of net
proceeds received by such holder from the sale of securities pursuant to such
Registration Statement.

         (c) Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify each party against whom indemnification is
to be sought in writing of the commencement thereof (but the failure so to
notify an indemnifying party shall not relieve it from any liability that it may
have under this Section 7 or otherwise except to the extent that it has been
prejudiced in any material respect by such failure). In case any such action is
brought against any indemnified party, and it notifies an indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein, and to the extent it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume and control the defense thereof with counsel
reasonably satisfactory to such indemnified party. Notwithstanding the
foregoing, the indemnified party or parties shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such counsel
shall be at the expense of such indemnified party or parties unless (i) the
employment of such counsel shall have been authorized in writing by the
indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to take charge of the
defense of such action within a reasonable time after notice of commencement of
the action, or (iii) such indemnified party or parties shall have reasonably
concluded that there may be defenses available to it that are different from or
additional to those available to one or all of the indemnifying parties (in
which case the indemnifying party shall not have the right to direct the defense
of such action on behalf of the indemnified party or parties), in any of which
events such


                                       26
<PAGE>   27


fees and expenses of counsel shall be borne by the indemnifying parties;
provided, however, that the indemnifying party under subsection (a) or (b) above
shall only be liable for the legal expenses of one counsel (in addition to any
local counsel) for all indemnified parties. Anything in this subsection to the
contrary notwithstanding, an indemnifying party shall not be liable for any
settlement of any claim or action effected without its prior written consent;
provided, that such consent was not unreasonably withheld.

         (d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 7 is for
any reason held to be unavailable or is insufficient to hold harmless a party
hereunder, the Company, the Initial Purchaser, the Note Holders and the holders
of the Warrants and Warrant Shares shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by such
indemnification provision (including any investigation, legal and other expenses
incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claims asserted, but after deducting in the case of
losses, claims, damages, liabilities and expenses suffered by the Company, any
contribution received by the Company from Persons, other than the Initial
Purchaser, the Note Holders and holders of the Warrants and Warrant Shares, who
may also be liable for contribution, including persons who control the Company
within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934
Act) to which the Company, the Initial Purchaser, the Note Holders, or the
holders of the Warrants or the Warrant Shares may be subject, (i) in such
proportion as is appropriate to reflect the relative fault of the Company on one
hand, the Initial Purchaser on another hand, and the Note Holders and the
holders of the Warrants and the Warrant Shares, on another hand, in connection
with the statements or omissions that resulted in such losses, claims, damages,
liabilities or expenses, or (ii) if the allocation provided by clause (i) is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative fault referred to in clause (i) above but also other relevant
equitable considerations. The relative fault of the Company on one hand, the
Initial Purchaser, on another hand, and the Note Holders and the holders of the
Warrants and the Warrant Shares, on another hand, 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, the Initial Purchaser or such
Note Holder or holder or Warrants or Warrant Shares and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company, the Initial Purchaser, each Note Holder
and each holder of Warrants and Warrant Shares agrees that it would not be just
and equitable if contribution pursuant to this Section 7 were determined by pro
rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to above. Notwithstanding the
provisions of this Section 7, (i) in no case shall any Note Holder or Holder of
Warrants or Warrant Shares be required to contribute any amount in excess of the
amount by which the proceeds received by such Note Holder or holder of Warrants
or Warrant Shares upon the sale of the securities giving rise to such obligation
exceeds the amount of any damages that such Note Holder or holder of Warrants or
Warrant Shares has otherwise been required to pay by reason of any untrue or
alleged untrue statement or omission or alleged omission and (ii) no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent


                                       27
<PAGE>   28


misrepresentation. For purposes of this Section 7, (A) each Person, if any, who
controls any of the Note Holders or the holders of Warrants or Warrant Shares
within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934
Act and (B) the respective officers, directors, partners, employees,
representatives and agents of such Note Holder or holder of Warrants or Warrant
Shares or any controlling Person shall have the same rights to contribution as
the Note Holders and the holders of Warrants and Warrant Shares, and each
Person, if any, who controls the Company within the meaning of Section 15 of the
1933 Act or Section 20(a) of the 1934 Act shall have the same rights to
contribution as the Company, subject in each case to clauses (i) and (ii) of
this Section 7(d). Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action, suit or proceeding against such
party in respect of which a claim for contribution may be made against another
party or parties under this Section 7, notify such party or parties from whom
contribution may be sought, but the failure to so notify such party or parties
shall not relieve the party or parties from whom contribution may be sought from
any obligation it or they may have under this Section 7 or otherwise. No party
shall be liable for contribution with respect to any action or claim settled
without its prior written consent; provided that such written consent was not
unreasonably withheld.

SECTION 8. Miscellaneous.

         (a) Rule 144 and Rule 144A. Until the earliest of (i) the completion of
the Exchange Offer, (ii) two years following the Closing Date (or such shorter
period as may be specified in Rule 144(k) as then amended) and (iii) the date
when all Registrable Notes have been sold pursuant to the Notes Shelf
Registration Statement or are no longer Registrable Notes, the Company covenants
that it will file the reports required to be filed by it under Section 13(a) or
15(d) of the 1934 Act and the rules and regulations adopted by the SEC
thereunder for so long as the Company is subject to the reporting requirements
of Section 13 or 15 of the 1934 Act, and if the Company ceases to be so required
to file such reports, it will upon the request of any holder of Registrable
Notes, Registrable Warrants or Registrable Warrant Shares (i) make publicly
available such information as is necessary to permit sales pursuant to Rule 144
under the 1933 Act, (ii) deliver such information to a prospective purchaser as
is necessary to permit sales pursuant to Rule 144A under the 1933 Act and (iii)
take such further action that is reasonable in the circumstances, in each case,
to the extent required from time to time to enable such holder to sell its
Registrable Notes, Registrable Warrants or Registrable Warrant Shares without
registration under the 1933 Act within the limitation of the exemptions provided
by (A) Rule 144 under the 1933 Act, as such Rule may be amended from time to
time, (B) Rule 144A under the 1933 Act, as such Rule may be amended from time to
time, or (C) any similar rules or regulations hereafter adopted by the SEC
(provided that the obligations of the Company under any such similar rules or
regulations shall not be more burdensome in any substantial respect than those
referred to in clauses (A) or (B)). Upon the request of any holder of
Registrable Notes, Registrable Warrants or Registrable Warrant Shares, the
Company will deliver to such holder a written statement as to whether it has
compiled with such requirements.

         (b) No Inconsistent Agreements. The Company has not entered into nor
will the Company on or after the date of this Agreement enter into any agreement
which is inconsistent with the rights granted to the holders of Registrable
Notes, Registrable Warrants or Registrable


                                       28
<PAGE>   29


Warrant Shares in this Agreement or otherwise conflicts with the provisions
hereof. The rights granted to the Note Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of
the Company's other issued and outstanding securities under any such agreements.

         (c) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company has obtained the written consent of Note Holders of at
least a majority in aggregate principal amount of the outstanding Registrable
Notes affected by such amendment, modification, supplement, waiver or departure;
provided, however, to the extent any provision of this Agreement relates to the
Initial Purchaser, such provision may be amended, modified or supplemented, and
waivers or consents to departures from such provisions thereof may be given, by
Jefferies & Company, Inc.; and provided, further, that no amendment,
modification, supplement or waiver or consent to any departure from the
provisions of Section 7 hereof shall be effective as against any holder of
Registrable Notes, Registrable Warrants or Registrable Warrant Shares unless
consented to in writing by such holder. Notwithstanding anything in this
Agreement to the contrary, this Agreement may be amended, modified or
supplemented, and waivers and consents to departures from the provisions hereof
may be given, by written agreement signed by the Company and Jefferies &
Company, Inc. to the extent that any such amendment, modification, supplement,
waiver or consent is, in their reasonable judgment, necessary or appropriate to
comply with applicable law (including any interpretation of the staff of the
SEC) or any change therein.

         (d) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered or
certified first-class mail, telecopier or any courier providing overnight
delivery (i) if to a Note Holder, at its address appearing in the register of
the Notes and/or Exchange Notes kept by the Registrar (as defined in the
Indenture) or at such other address as shall have been given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 8(d), which address initially is, with respect to the Initial Purchaser,
the address set forth in the Purchase Agreement, if to a holder of a Warrant or
Warrant Shares, at its address appearing in the register kept by the Warrant
Agent and (iii) if to the Company initially at or in care of the Company's
address set forth in the Purchase Agreement, or in each case to such other
address notice of which is given in accordance with the provisions of this
Section 6(d).

         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 telecopied; and on the next business day if timely delivered
to an air courier providing overnight delivery.

         (e) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Note Holders; provided, however, that nothing herein
shall be deemed to permit any assignment, transfer or other disposition of
Registrable Notes in violation of the terms hereof or of the Purchase Agreement,


                                       29
<PAGE>   30


the Indenture or the Offering Memorandum dated December 12, 2000; and provided,
further, that Note Holders may not assign their rights under this Agreement
except in connection with the permitted transfer of Registrable Notes and then
only insofar as relates to such Registrable Notes. If any transferee of any
Holder shall acquire Registrable Notes, in any manner, whether by operation of
law or otherwise, such Registrable Notes shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Notes, such
Person shall be conclusively deemed to have agreed to be bound by and to perform
all of the terms and provisions of this Agreement, including the restrictions on
resale set forth in this Agreement and, if applicable, the Purchase Agreement,
and such Person shall be entitled to receive the benefits hereof.

         (f) Third-Party Beneficiary. The holders of the Notes, Warrants and
Warrant Shares from time to time shall each be a third-party beneficiary to the
agreements made hereunder between the Company, on the one hand, and the Initial
Purchaser, on the other hand, and Jefferies & Company, Inc. shall have the right
to enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of such holders
hereunder.

         (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

         (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         (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.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




                                       30
<PAGE>   31


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



                                        PICCADILLY CAFETERIAS, INC.


                                        By:
                                           ------------------------------------
                                        Name:
                                        Title:


                                        JEFFERIES & COMPANY, INC.


                                        By:
                                           ------------------------------------
                                        Name:
                                        Title:




                          Registration Rights Agreement
                                Signature Page 1