Exhibit 4.5


 


The Wornick Company


 


$125,000,000 107/8%
Senior Secured  Notes
due 2011


 


REGISTRATION RIGHTS AGREEMENT


 


June 30, 2004


 


JEFFERIES & COMPANY,
INC.

CIBC WORLD MARKETS CORP.

c/o Jefferies & Company, Inc.

11100 Santa Monica Boulevard

10th Floor

Los Angeles, California  90025


 


Ladies and Gentlemen:


 


The
Wornick Company, a Delaware corporation (the “Company”),
is issuing and selling to Jefferies & Company, Inc. and CIBC World Markets
Corp. (the “Initial Purchasers”),
upon the terms set forth in a purchase agreement, dated as of June 24, 2004
(the “Purchase Agreement”),
$125,000,000 aggregate principal amount of the Company’s 107/8%
Senior Secured Notes due 2011, Series A, including the Guarantees (as defined
below) endorsed thereon (the “Notes”). 
As an inducement to the Initial Purchasers to enter into the Purchase
Agreement, the Company and each of the guaran­tors (the “Guarantors”) signatory to the Purchase
Agreement jointly and severally agree with the Initial Purchasers, for the
benefit of the holders of the Securities (as defined below) (including, without
limitation, the Initial Purchasers), as follows:


 





















 


1.                                      
Definitions.


 


Capitalized
terms used herein without definition shall have their respective meanings set
forth in the Purchase Agreement.  As used in this Agree­ment, the
following terms shall have the following meanings:


 


Advice:  See the last paragraph of Section 5.


 


Agreement:  This Registration Rights Agreement.


 


Applicable Period:  See Section 2(f).


 


Business Day:  Any day, other than a Saturday, a Sunday or a
day on which banking institutions in the City of New York or at a place of
payment are authorized or obligated by law, regulation or executive order to be
closed.


 


Closing Date:  June 30, 2004.


 


controlling person:  See Section 7(a).


 


DTC:  See Section 5(i).


 


Effectiveness Date:  The 180th day following the Closing Date.


 


Effectiveness Period:  See Section 3(a).


 


Event:  See Section 4(a).


 


Event Date:  See Section 4(a).


 


Exchange Act:  The Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.


 


Exchange Offer:  See Section 2(a).


 


Exchange Offer Registration Statement:  See Section 2(a).


 


Exchange Securities:  The 107/8% Senior
Secured Notes due 2011, Series B, of the Company, including the guarantees
endorsed or to be endorsed thereon, identical in all respects to the Notes and
the Guarantees, except for references to series and restric­tive legends.


 


Filing Date:  The 90th day following the Closing Date.


 


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Guarantees:  The full and unconditional guarantee, on a
senior secured basis by the Guarantors, as to payment of principal, interest,
premium, if any, and the Liquidated Damages Amount, if any, with respect to the
Notes.


 


Holder:  Each holder of Registrable Securities.


 


Holder Indemnified Parties:  See Section 7(a).


 


indemnified party:  See Section 7(c).


 


indemnifying parties:  See Section 7(c).


 


Indenture:  The Indenture, dated as of the date hereof, by
and among the Company, the Guarantors and U.S. Bank National Association, as
trustee, pursuant to which the Notes are being issued, as amended or
supplemented from time to time, in accordance with the terms thereof.


 


Initial Shelf Registration:  See Section 3(a).


 


Liquidated Damages Amount:  With respect to any Event, an amount equal to
a per annum rate of 0.25% for the first 90-day period immediately following the
applicable Event Date, increasing by an additional per annum rate of 0.25% with
respect to each subsequent 90-day period, up to a maximum per annum rate of
1.00%, which shall accrue per $1,000 principal amount of Registrable
Securities.


 


Losses:  See Section 7(a).


 


Maximum Contribution Amount:  See Section 7(d).


 


NASD:  The National Association of Securities Dealers, Inc.


 


Participating Broker-Dealer:  See Section 2(f).


 


Person:   An individual, trustee, corporation, limited liability
com­pany, partnership, limited liability partnership, joint stock company,
joint venture, trust, unincorporated organization or association, government or
any agency or political subdivision thereof, union, business association, firm
or other entity.


 


Private Exchange:  See Section 2(g).


 


Private Exchange Securities:  See Section 2(g).


 


Prospectus:  The prospectus included in a Registration
Statement at the time that such Registration Statement is declared effective
(including, without


 


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limitation, a prospectus
that discloses information previously omitted from a pro­spectus filed as part
of an effective registration statement in reliance upon Rule 430A under the
Securities Act), as amended or supplemented by any prospectus supple­ment with
respect to the terms of the offering of any portion of the Securities covered
by such Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.


 


Registrable Securities:  Any of the Notes, the Private Exchange
Securities and the Exchange Securities received in the Exchange Offer that may
not be sold without restriction under federal or state securities law.


 


Registration Statement:  Any registration statement of the Company that
covers any of the Securities and that is filed pursuant to the provisions of
this Agreement, including the Prospectus included therein, all amendments and
supplements to such registration statement and Prospectus (including
post-effective amendments), all exhibits thereto and all material incorporated
by reference or deemed to be incorporated by reference therein.


 


Rule 144:  Rule 144 under the Securities Act, as such
rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC.


 


Rule 144A:  Rule 144A under the Securities Act, as such
rule may be amended from time to time, or any similar rule (other than Rule
144) or regulation hereafter adopted by the SEC.


 


Rule 415:  Rule 415 under the Securities Act, as such
rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.


 


SEC:  The Securities and Exchange Commission.


 


Securities:  The Notes, the Private Exchange Securities and
the Exchange Securities, collectively.


 


Securities Act:  The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.


 


Shelf Effectiveness Date:  With respect to a Shelf Registration, the 90th
day after the filing of such Shelf Registration.


 


Shelf Filing Date:  With respect to a Shelf Registration, the 60th
day following (i) in the case of an Initial Shelf Registration, delivery of the
Shelf Notice


 


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triggering the obligation
to file such Initial Shelf Registration, and (ii) in the case of a Subsequent
Shelf Registration, the cessation of effectiveness of the prior Shelf
Registration.


 


Shelf Notice:  See Section 2(i).


 


Shelf Registration:  The Initial Shelf Registration and any Subse­quent
Shelf Registration.


 


Special Counsel:  Counsel chosen by the holders of a majority in
aggregate principal amount of Securities.


 


Subsequent Shelf Registration:  See Section 3(b).


 


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


 


Trustee:  The trustee under the Indenture and, if any, the trustee under
any indenture governing the Exchange Securities or the Private Exchange
Securities.


 


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


 


2.                                      
Exchange Offer.


 


(a)          
The Company and the Guarantors shall:


 


(i)           
prepare and file with the SEC promptly after the date hereof, but in no event
later than the Filing Date, a registration statement (the “Exchange Offer Registration Statement”) on
an appropriate form under the Securities Act with respect to a proposed offer
(the “Exchange Offer”) to the
Holders to issue and deliver to such Holders, in exchange for the Notes, a like
aggregate principal amount of Exchange Securities;


 


(ii)          
use their respective reasonable best efforts to cause the Ex­change Offer
Registration Statement to become effective as promptly as practicable after the
filing thereof, but in no event later than the Effectiveness Date;


 


(iii)         
keep the Exchange Offer Registration Statement effective until the consummation
of the Exchange Offer pursuant to its terms; and


 


(iv)         
unless the Exchange Offer would not be permitted by a policy of the SEC, use
their respective reasonable best efforts to commence the Exchange


 


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Offer promptly after the
date on which the Exchange Offer Registration Statement has become effective
and use their respective reasonable best efforts to consummate the Exchange
Offer on or prior to the date that is 210 days after the Closing Date, consum­mate
the Exchange Offer and issue Exchange Securities in exchange for all Notes
tendered prior thereto in the Exchange Offer.


 


The Exchange Offer shall
not be subject to any conditions, other than that the Exchange Offer does not
violate applicable law or any applicable interpretation of the staff of the
SEC.


 


(b)          
The Exchange Securities shall be issued under, and entitled to the benefits of,
the Indenture or a trust indenture that is identical to the Indenture (other
than such changes as are necessary to comply with any requirements of the SEC
to effect or maintain the qualification thereof under the TIA).


 


(c)          
In connection with the Exchange Offer, the Company and the Guarantors shall:


 


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


 


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


 


(iii)         
utilize the services of a depositary for the Exchange Offer with an address in
the Borough of Manhattan, The City of New York, which may be the Trustee or an
affiliate of the Trustee;


 


(iv)         
permit Holders to withdraw tendered Notes at any time prior to the close of
business, New York time, on the last Business Day on which the Exchange Offer
shall remain open; and


 


(v)          
otherwise comply with all laws applicable to the Exchange Offer.


 


(d)          
As soon as practicable after the close of the Exchange Offer, the Company and
the Guarantors shall:


 


(i)           
accept for exchange all Notes validly tendered and not validly withdrawn
pursuant to the Exchange Offer;


 


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(ii)          
deliver to the Trustee for cancellation all Notes so accepted for exchange; and


 


(iii)         
cause the Trustee promptly to authenticate and deliver to each Holder of Notes
a principal amount of Exchange Securities equal to the principal amount to the
Notes of such Holder so accepted for exchange.


 


(e)          
Interest on each Exchange Security and each Private Exchange Security will
accrue from the last interest payment date on which interest was paid on the
Notes surrendered in exchange therefor or, if no interest has been paid on the
Notes, from the date of original issue of the Notes.  Each Exchange
Security and each Private Exchange Security shall bear interest at the rate set
forth thereon; provided, that
interest with respect to the period prior to the issuance thereof shall accrue
at the rate or rates borne by the Notes surrendered in exchange therefor from
time to time during such period.


 


(f)           
The Company and the Guarantors shall include within the Prospectus contained in
the Exchange Offer Registration Statement a section entitled “Plan of
Distribution,” containing a summary statement of the positions taken or
policies made by the staff of the SEC with respect to the potential
“underwriter” status of any broker-dealer that is the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of Exchange Securities received
by such broker-dealer in the Ex­change Offer (a “Participating Broker-Dealer”).  Such “Plan of
Distribution” section shall also state that the use of the Prospectus by all
Persons subject to the prospectus delivery requirements of the Securities Act,
including (without limitation) all Participating Broker-Dealers, will be
permitted and shall include a statement describing the means by which
Participating Broker-Dealers may resell the Exchange Securities.  The
Company and the Guarantors shall use their respective best efforts to keep the
Exchange Offer Registration Statement continuously effective and, as required,
to amend and supplement the Prospectus to be lawfully delivered by all Persons
subject to the prospectus delivery requirement of the Securities Act for the
shorter of: (i) such period of time as such Persons must comply with such
requirements in order to resell the Exchange Securities and (ii) the period
ending when all Registrable Securities covered by the Exchange Offer
Registration Statement have been sold pursuant thereto (the “Applicable Period”).


 


(g)          
If, prior to consummation of the Exchange Offer, any of the Initial Purchasers
holds any Notes acquired by it and having the status as an unsold allotment in
the initial distribution of the Notes, the Company and the Guarantors shall,
upon the request of such Initial Purchaser, simultaneously with the delivery of
the Exchange Securities in the Exchange Offer, issue (pursuant to the same
indenture as the Exchange Securities and subject to transfer restrictions
thereon) and deliver to such Initial Purchaser, in exchange for the Notes held
by such Initial Purchaser (the


 


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“Private Exchange”), a like principal amount
of debt securities of the Company, including guarantees endorsed thereon, that
are identical to the Exchange Securities (the “Private Exchange Securities”).  The Private Exchange
Securities shall bear the same CUSIP number as the Exchange Securities.


 


(h)          
The Company may require each Holder participating in the Exchange Offer to
represent to the Company and the Guarantors that, at the time of the consum­mation
of the Exchange Offer:  (i) any Exchange Securities received by such
Holder in the Exchange Offer will be acquired in the ordinary course of its business;
(ii) such Holder will have no arrangement or understanding with any Person to
partici­pate in the distribution of the Exchange Securities within the meaning
of the Securi­ties Act or resale of the Exchange Securities in violation of the
Securities Act; (iii) if such Holder is not a broker-dealer, that it is not
engaged in, and does not intend to engage in, the distribution of the Exchange
Securities; (iv) if such Holder is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Notes that were acquired as a
result of market-making or other trading activities, that it will deliver a
prospectus, as required by law, in connection with any resale of such Exchange
Securities; and (v) if such Holder is an affiliate of the Company, that it will
comply with the registration and prospectus delivery requirements of the
Securities Act applicable to it.


(i)           
If:  (i) prior to the consummation of the Exchange Offer, the Company
determines in its reasonable judgment that the Ex­change Securities would not,
upon receipt, be tradeable by the Holders thereof without restriction under the
Securities Act and the Exchange Act; (ii) applicable interpretations of the
staff of the SEC would not permit the consummation of the Exchange Offer on or
prior to the Effectiveness Date; (iii) subsequent to the consummation of the
Private Exchange, any Holder of Private Exchange Securities so requests; (iv)
the Exchange Offer is not consummated within 210 days of the Closing Date for
any reason; or (v) in the case of (A) any Holder not permitted to participate
in the Exchange Offer, (B) any Holder participating in the Exchange Offer that
receives Exchange Securities that may not be resold by such Holder to the
public without delivering a prospectus and the Prospectus contained in the
Exchange Offer Registration Statement is not available for or may not be
lawfully delivered for such resales, or (C) such Holder is a broker-dealer and
holds Notes acquired directly from the Company or any of its affiliates and, in
each such case contemplated by this clause (v), such Holder notifies the
Company within six months of consummation of the Exchange Offer, then the
Company shall promptly (and in any event within five Business Days) deliver to
the Holders (or in the case of an occurrence of any event described in clause
(v) of this Section 2(i), to any such Holder) and the Trustee notice thereof
(the “Shelf Notice”) and shall as
promptly as possible thereafter (but in no event later than the Shelf Filing Date)
file an Initial Shelf Registration pursuant to Section 3.


 


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3.                                      
Shelf Registration.


 


If a
Shelf Notice is required to be delivered pursuant to clause (i), (ii), (iii) or
(iv) of Section 2(i), then this Section 3 shall apply to all Registrable
Securities.  If a Shelf Notice is required to be delivered pursuant to
clause (v) of Section 2(i), then this Section 3 shall apply solely with respect
to Registrable Securities held by those Holders who have notified the Company
as described in clause (v) of Section 2(i).


 


(a)          
Initial Shelf Registration. 
The Company and the Guarantors shall prepare and file with the SEC a
Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”).  If the
Company and the Guarantors have not filed an Exchange Offer Registration
Statement, the Company and the Guarantors shall file with the SEC the Initial
Shelf Registration on or prior to the Filing Date.  Otherwise, the Company
and the Guarantors shall file with the SEC the Initial Shelf Registration as
promptly as possible following the occurrence of the event described in Section
2(i) which triggered such filing obligation, but in no event later than the
Shelf Filing Date.  The Initial Shelf Registration shall be on Form S-1 or
another appropriate form permitting registration of such Registrable Securities
for resale by such Holders in the manner or manners designated by them
(including, without limitation, one or more underwritten offerings).  The
Company and the Guarantors (i) shall not permit any securities other than the
Registrable Securities to be included in any Shelf Registra­tion, and (ii)
shall use their respective reasonable best efforts to cause the Initial Shelf
Registration to be declared effective under the Securities Act no later than
the Shelf Effectiveness Date and to keep the Initial Shelf Registration
continuously effective under the Securities Act until the date that is 24
months after the date it is declared effective (subject to extension pursuant
to the last paragraph of Section 5) (the “Effectiveness
Period”), or such shorter period ending when (i) all Registrable
Securities covered by the Initial Shelf Registration have been sold in the
manner set forth and as contemplated in the Initial Shelf Registration, or (ii)
a Subsequent Shelf Registration covering all of the Registrable Securities has
been declared effective under the Securities Act, or (iii) there cease to be
any outstanding Registrable Securities.


 


(b)          
Subsequent Shelf Registrations. 
If any Shelf Registration ceases to be effective for any reason at any time
during the Effectiveness Period (other than because of the sale of all of the
Registrable Securities registered thereunder), the Company and the Guarantors
shall use their respective reasonable best efforts to obtain the prompt
withdrawal of any order suspending the effectiveness thereof, and in any event
shall within 30 days of such cessation of effectiveness file an amendment to
the Shelf Registration in a manner reasonably expected to obtain the withdrawal
of the order suspending the effectiveness thereof, or file an additional
“shelf” Registra­tion Statement pursuant to Rule 415 covering all of the
Registrable


 


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Securities (a “Subsequent Shelf Registration”).  If a
Subsequent Shelf Registration is filed, the Company and the Guarantors shall
use their respective reasonable best efforts to cause the Subsequent Shelf
Registration to be declared effective as promptly as practicable after such
filing and to keep such Subsequent Shelf Registration continuously effective
for a period equal to the number of days in the Effectiveness Period less the
aggregate number of days during which the Initial Shelf Registration, and any
previously filed Subsequent Shelf Registration, was previously effective.


 


(c)          
Provision of Information. 
The Company and the Guarantors may exclude from any Shelf Registration the
Registrable Securities of any Holder who fails to furnish to the Company,
within 20 days after receipt of a written request therefor, the information
specified in Item 507 or 508, as applicable, of Regulation S-K under the
Securities Act for use in connection with any Shelf Registration or Prospectus
or preliminary prospectus included therein.  No such Holder shall be
entitled to liquidated damages pursuant to Section 4 unless and until such
Holder shall have provided such information.  Each Holder whose Registrable
Securities are to be included in a Shelf Registration Statement agrees to
promptly furnish to the Company all additional information required to be
disclosed in order to make the information previously furnished to the Company
by such Holder not materially misleading.


 


4.                                      
Liquidated Damages.


 


(a)          
The Company and the Guarantors acknowledge and agree that the Holders will
suffer damages, and that it would not be feasible to ascertain the extent of
such damages with precision, if the Company and the Guarantors fail to fulfill
their respective obligations hereunder.  Accordingly, in the event of such
failure, the Company and the Guarantors jointly and severally agree to pay
liquidated damages to each Holder under the circumstances and to the extent set
forth below:


 


(i)           
if the Exchange Offer Registration Statement has not been filed with the SEC on
or prior to the Filing Date;


 


(ii)          
if the Exchange Offer Registration Statement is not declared effective by the
SEC on or prior to the Effectiveness Date; or


 


(iii)         
if the Company and the Guarantors have not exchanged Exchange Securities for
all Notes validly tendered in accordance with the terms of the Ex­change Offer
on or prior to the date that is 210 days after the Closing Date (if the
Exchange Offer is then required to be made pursuant to Section 2(a)(iv)
hereof);


 


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(iv)         
if obligated to file an Initial Shelf Registration and the Company and the
Guarantors fail to file such Initial Shelf Registration with the SEC on or
prior to Shelf Filing Date;


 


(v)          
if an Initial Shelf Registration is filed and such Initial Shelf Registration
is not declared effective on or prior to the Shelf Effectiveness Date; or


 


(vi)         
if a Shelf Registration is filed and declared effective by the SEC but
thereafter ceases to be effective without being succeeded within 30 days by a
Subsequent Shelf Registration filed and declared effective;


 


(each of the foregoing an
“Event,” and the date on which the
Event occurs being referred to herein as an “Event
Date”).


 


Upon
the occurrence of any Event, the Company shall pay, or cause to be paid (and
the Guarantors hereby guarantee the payment of), in addition to amounts
otherwise due under the Indenture and the Registrable Securities, as liquidated
damages, and not as a penalty, to each Holder on an interest payment date, an
amount equal to the Liquidated Damages Amount per $1,000 principal amount of
Registrable Securities held by such Holder; provided,
that such liquidated damages will, in each case, cease to accrue (subject to
the occurrence of another Event) on the date on which all Events have been
cured.  An Event under clause (i) above shall be cured on the date that
the Exchange Offer Registration Statement (or, if an Initial Shelf Registration
is required to be filed pursuant to clause (i), (ii) or (iii) of Section 2(i),
the date that such Initial Shelf Registration) is filed with the SEC; an Event
under clause (ii) above shall be cured on the date that the Exchange Offer
Registration Statement (or, if an Initial Shelf Registration is required to be
filed pursuant to clause (i), (ii) or (iii) of Section 2(i), the date that such
Initial Shelf Registration) is declared effective by the SEC; an Event under
clause (iii) above shall be cured on the earlier of the date (A) the Exchange
Offer is consummated with respect to all Notes validly tendered or (B) the
Company delivers a Shelf Notice to the Holders and the Trustee pursuant to clause
(i), (ii) or (iii) of Section 2(i); an Event under clause (iv) above shall be
cured on the date that such Initial Shelf Registration is filed with the SEC;
an Event under clause (v) above shall be cured on the date that such Initial
Shelf Registration is declared effective by the SEC; and an Event under clause
(vi) above shall be cured on the earlier of (1) the date on which the
applicable Shelf Registration is no longer subject to an order suspending the
effectiveness thereof or proceedings relating thereto or (2) a new Subsequent
Shelf Registration is declared effective.


 


(b)          
The Company shall notify the Trustee within five Business Days after each Event
Date.  The Company shall pay the liquidated damages due on the Registrable
Securities by depositing with the Trustee, in trust, for the benefit of the


 


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Holders thereof, by 12:00
noon, New York City time, on or before the applicable semi-annual interest
payment date for the Registrable Securities, immediately available funds in
sums sufficient to pay the liquidated damages then due.  The liquidated
damages amount due shall be payable in the same manner as interest payments on
the Notes on each interest payment date to the record Holder entitled to
receive the interest payment to be made on such date as set forth in the
Indenture.


 


5.                                      
Registration Procedures.


 


In
connection with the registration of any Securities pursuant to Sections 2 or 3,
the Company and the Guarantors shall effect such registrations to permit the
sale of such Securities in accordance with the intended method or methods of
disposition thereof, and pursuant thereto the Company and the Guarantors shall:


 


(a)          
Prepare and file with the SEC, as soon as practicable after the date hereof but
in any event on or prior to the Filing Date, with respect to an Exchange Offer
Registration Statement, and on or prior to the Shelf Filing Date, with respect
to a Shelf Registration, as prescribed by Sections 2 and 3, respectively, and
use their respective reasonable best efforts to cause each such Registration
Statement to become effective and remain continuously effective as provided in
this Agreement; provided, that if
(i) such filing is pursuant to Section 3 or (ii) a Prospectus contained in an
Exchange Offer Registration Statement filed pursuant to Section 2 is required
to be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Securities during the Applicable Period, before filing
any Registration Statement or Prospectus or any amendments or supplements
thereto, (A) the Company shall notify the Holders of the Registrable Securities
covered by such Registration Statement, their Special Counsel, each
Participating Broker-Dealer, the managing underwriters, if any, and their
counsel of such filing at least five Business Days prior to making such filing,
(B) if requested, the Company and the Guarantors shall furnish to and afford
the Holders of the Registrable Securities covered by such Registration Statement,
their Special Counsel, each Participating Broker-Dealer, the managing
underwriters, if any, and their counsel a reasonable opportunity to review, and
shall make available for inspection by such Persons, copies of all such docu­ments
(including copies of any documents to be incorporated by reference therein and
all exhibits thereto) proposed to be filed and such financial and other
information and books and records of the Company and the Guarantors as shall be
necessary, in the opinion of Special Counsel and the respective counsels to
such Participating Broker-Dealers and underwriters, to conduct a reasonable due
diligence investigation within the meaning of the Securities Act, and (C) the
Company and the Guarantors shall cause the members, managers, officers,
directors and employees of the Company and the Guarantors, and counsel and
independent certified public accountants of the Company and the Guarantors, to
respond to such inquiries as shall be necessary, in the opinion of Special
Counsel and the respective counsels to such


 


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Participating
Broker-Dealers and underwriters, to conduct a reasonable due diligence
investigation within the meaning of the Securities Act.  The Company and
the Guarantors may require each Holder to agree to keep confidential any
non-public information relating to the Company and the Guarantors received by
such Holder and not to disclose such information (other than to an affiliate or
prospective purchaser who agrees to respect the confidentiality provisions of
this Section 5(a)) until such information has been made generally available to
the public unless the release of such information is required by law or
necessary to respond to inquiries of regulatory authorities.  The Company
and the Guarantors shall not file any Registration Statement or Prospectus or
any amendments or supplements thereto which the Holders must be afforded an
opportunity to review prior to the filing of such document, if the Holders of a
majority in aggregate principal amount of the Registrable Securities covered by
such Registration Statement, their Special Counsel, any Participating
Broker-Dealer or the managing underwriters, if any, or their counsel shall
reasonably object to such filing within five Business Days after receipt of the
Company’s notice of filing described above in this Section 5(a); provided, however,
that this prohibition shall not apply to any amendment or supplement to any
Registration Statement or Prospectus that, in the reasonable judgment of
counsel to the Company, is necessary in order to make the statements in such
Registration Statement or Prospectus, in the light of the circumstances under
which they were made, not misleading, or in order for such Registration
Statement or Prospectus to comply with applicable law.


 


(b)          
Provide an indenture trustee for the Registrable Securities or the Exchange
Securities, as the case may be, and cause the Indenture (or other indenture
relating to the Registrable Securities) to be qualified under the TIA not later
than the effective date of the first Registration Statement; in connection
therewith, effect such changes to such indenture as may be required for such
indenture to be so qualified in accordance with the terms of the TIA; and
execute, and use their respective best efforts to cause such 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 such indenture
to be so qualified in a timely manner.


 


(c)          
Prepare and file with the SEC such pre-effective amendments and post-effective
amendments to the Registration Statement as may be necessary in order to cause
the Registration Statement to become effective and to keep such Registration
Statement continuously effective for the time periods required hereby; cause
the related Prospectus to be supplemented by any Prospectus supplement required
by Applicable Law, and as so supplemented to be filed pursuant to Rule 424 (or
any similar provisions then in force) under the Securities Act, and comply
fully with Rules 424, 430A and 462, as applicable, under the Securities Act in
a timely manner; and comply in all material respects with the provisions of the
Securities Act and the Exchange Act applicable thereto with respect to the disposition
of all


 


13





















 


securities covered by
such Registration Statement, as so amended, or in such Prospectus, as so
supplemented, in accordance with the intended methods of distribu­tion set
forth in such Registration Statement, as so amended, and such Prospectus, as so
supplemented.


 


(d)          
Furnish to such selling Holders and Participating Broker-Dealers who so request
(i) upon the Company’s and the Guarantors’ receipt, a copy of the order of the
SEC declaring such Registration Statement and any post-effective amendment
thereto effective, (ii) at least one copy of such Registration State­ment and
of each amendment and supplement thereto (in each case including any documents
incorporated therein by reference and all exhibits (including exhibits incorporated
by reference) to such Registration Statement and each such amendment and
supplement), (iii) such reasonable number of copies of the Prospectus included
in such Registration Statement (including each preliminary prospectus and each
supplement thereto), and such reasonable number of copies of the final
Prospectus as filed by the Company and the Guarantors pursuant to Rule 424(b)
under the Securities Act, in conformity with the requirements of the Securities
Act, and (iv) at least one copy of such other documents as any such Person may
reasonably request to facilitate the offering and disposition of the
Registrable Securities owned by such Person.  The Company and the
Guarantors hereby consent to the use of the Prospectus by each of the selling
Holders of Registrable Securities and by each such Participating Broker-Dealer,
as the case may be, and the underwriters or agents, if any, and dealers (if
any), in connection with the offering and sale of the Registrable Securities
covered by, or the sale by Participating Broker-Dealers of the Exchange
Securities pursuant to, such Prospectus and any amendment or supplement
thereto.


 


(e)          
If (A) a Shelf Registration is filed pursuant to Section 3 or (B) a Prospectus
contained in an Exchange Offer Registration Statement filed pursuant to Section
2 is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable
Period, notify the selling Holders of Registrable Securities, their Special
Counsel, each Participating Broker-Dealer and the managing underwriters, if
any, promptly (but in any event within two Business Days), and, if requested by
such Person, confirm such notice in writing, (i) when a Prospectus or any
Prospectus supplement or Registration Statement or post-effective amendment has
been filed, and, with respect to a Regis­tration Statement or any
post-effective amendment, when the same has become effective under the
Securities Act, (ii) of the issuance by the SEC of any stop order suspending
the effectiveness of a Registration Statement or of any order preventing or
suspending the use of any Prospectus or the initiation of any proceedings for
that purpose, (iii) of the receipt by the Company or any of the Guarantors of
any notification with respect to the suspension of the qualification or
exemption from qualification of a Registration Statement or any of the
Registrable Securities or the Exchange Securities to be sold by any
Participating Broker-Dealer for offer or sale in


 


14





















 


any jurisdiction, or the
contemplation, initiation or threatening of any proceeding for such purpose,
(iv) of the happening of any event that makes any statement made in such
Registration Statement or related Prospectus or any docu­ment incorporated or
deemed to be incorporated therein by reference untrue in any material respect
or that requires the making of any additions to or changes in such Registration
Statement, Prospectus or documents so that it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circum­stances under which such statements were made, not misleading, (v) of
the Company’s and the Guarantors’ reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate, and
(vi) of any request by the SEC for amendments to the Registration Statement or
supplements to the Prospectus or for additional information relating thereto.


 


(f)           
Use their respective best efforts to register or qualify, and, if applicable,
to cooperate with the selling Holders of Registrable Securities, the
underwriters, if any, and their respective counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of, Registrable Securities to be included in a Registration
Statement for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any selling Holder, Participating
Broker-Dealer or the managing underwriters reasonably request in writing; and,
if Securities are offered other than through an Underwritten Offering, the
Company and the Guarantors shall cause their respective counsel to perform Blue
Sky investigations and file registrations and qualifications required to be
filed pursuant to this Section 5(f) at the expense of the Company and the
Guarantors; keep each such registration or qualification (or exemption
therefrom) effective during the period such Registration Statement is required
to be kept effective and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of the Securities
covered by the applicable Registration Statement; provided, however,
that none of the Company or the Guarantors shall be required to (i) register or
qualify generally to do business in any jurisdiction where it is not then so
qualified, (ii) take any action that would subject it to service of process in
suits other than those arising out of the offering or sale of the Securities in
any jurisdiction where it is not then so subject or (iii) take any action that
would subject it to general taxation in respect of doing business in any such
jurisdiction where it is not then so subject.


 


(g)          
Use their respective reasonable best efforts to prevent the issuance of any
order suspending the effectiveness of a Registration Statement or preventing or
suspending the use of a Prospectus or suspending the qualification (or
exemption from qualification) of any of the Securities for sale in any
jurisdiction, and, if any such order is issued, use their respective reasonable
best efforts to obtain the with­drawal or lifting of any such order at the
earliest possible time.


 


15





















 


(h)          
If (i) a Shelf Registration is filed pursuant to Section 3 or (ii) a Prospectus
contained in an Exchange Offer Registration Statement filed pursuant to Section
2 is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable
Period, and if requested by the managing underwriters, if any, such
Participating Broker-Dealer or the Holders of a majority in aggregate principal
amount of the Registrable Securities, (A) promptly incorporate in a Prospectus
supplement or post-effective amendment such information as the managing
underwriters, if any, or such Holders reasonably request to be included therein
as required to comply with any Applicable Law and (B) make all required
filings of such Prospectus supplement or such post-effective amendment as soon
as practicable after the Company and the Guarantors have received notification
of such matters required by Applicable Law to be incorporated in such Prospectus
supplement or post-effective amendment.


 


(i)           
If (i) a Shelf Registration is filed pursuant to Section 3 or (ii) a Prospectus
contained in an Exchange Offer Registration Statement filed pursuant to Section
2 is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable
Period,  cooperate with the selling Holders, such Participating
Broker-Dealer and the manag­ing underwriters, if any, to facilitate the timely
preparation and delivery of certifi­cates representing Registrable Securities
to be sold, which certificates shall not bear any restrictive legends and shall
be in a form eligible for deposit with The Deposi­tory Trust Company (“DTC”); and enable such Registrable
Securities to be in such denominations and registered in such names as the
managing underwriters, if any, such Participating Broker-Dealer or the Holders
may request.


 


(j)           
If (i) a Shelf Registration is filed pursuant to Section 3 or (ii) a Prospectus
contained in an Exchange Offer Registration Statement filed pursuant to Section
2 is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period,
upon the occurrence of any event contemplated by Section 5(e)(iv), 5(e)(v) or
5(e)(vi), as promptly as practicable prepare a post-effective amendment to the
Registration Statement, a supplement to the related Prospectus or a supplement
or amendment to any such document incorporated or deemed to be incorporated
therein by reference, or file any other required document so that, as
thereafter delivered to the purchasers of the Registrable Securities being sold
thereunder or to the purchas­ers of the Exchange Securities to whom such
Prospectus will be delivered by a Participating Broker-Dealer, such Prospectus
will not 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, in light of the circumstances under which they were made, not
misleading, and, if SEC review is required, use their respective reasonable
best efforts to cause such post-effective amendment to be declared effective as
soon as practicable.


 


16





















 


(k)          
Use their respective reasonable best efforts to cause the Securities covered by
a Registration Statement to be rated with the appropriate rating agencies, if
appropriate, and if so requested by the holders of a majority in aggregate principal
amount of Securities covered by such Registration Statement or the managing
underwriters, if any.


 


(l)           
Prior to the effective date of the first Registration Statement relating to the
Securities, (i) provide the applicable trustee with printed certificates for
the Securities in a form eligible for deposit with DTC and (ii) provide a CUSIP
number for each of the Securities.


 


(m)         
Use their respective reasonable best efforts to cause all Securities covered by
such Registration Statement to be listed on each securities exchange, if any,
on which similar debt securities issued by the Company are then listed.


 


(n)          
If a Shelf Registration is filed pursuant to Section 3, enter into such
agreements (including, if requested by the underwriter(s), if any, an
underwriting agreement in form, scope and substance as is customary in
Underwritten Offerings) and take all such other actions in connection therewith
(including those reasonably requested by the managing underwriters, if any, or,
if the registration is not an Underwritten Offering, the Holders of a majority
in aggregate principal amount of Registrable Securities being sold) in order to
expedite or facilitate the registration or the disposi­tion of such Registrable
Securities, and in such connection, whether or not an underwriting agreement is
entered into and whether or not the registration is an Underwritten
Registration, (i) make such representations and warranties to the Holders and
the underwriters, if any, with respect to the business of the Company and their
respective subsidiaries, if any, and the Registration Statement, Prospectus and
docu­ments, if any, incorporated or deemed to be incorporated by reference
therein, in each case, in form, substance and scope as are customarily made by
issuers to underwriters in Underwritten Offerings, and confirm the same if and
when reason­ably requested; (ii) obtain opinions of counsel to the Company and
the Guarantors and updates thereof (which counsel and opinions (in form, scope
and substance) shall be reasonably satisfactory to the managing underwriters,
if any, and Special Counsel), addressed to each selling Holder and each of the
underwriters, if any, covering the matters customarily covered in opinions
requested in Underwritten Offerings; (iii) obtain “cold comfort” letters and
updates thereof (which letters and updates (in form, scope and substance) shall
be reasonably satisfactory to the managing underwriters, if any, or, if the
registration is not an Underwritten Offering, Special Counsel) from the
independent certified public accountants of the Company and the Guarantors
(and, if necessary, any other independent certified public accountants of any
subsid­iary of the Company or of any business acquired by the Company for which
financial statements and financial data are, or are required to be, included in
the Registration Statement), addressed to each of the underwriters and


 


17





















 


each selling Holder, such
letters to be in customary form and covering matters of the type customarily
covered in “cold comfort” letters in connection with Underwritten Offerings and
such other matters as reasonably requested by the managing underwriters, if
any, or, if the registration is not an Underwritten Offering, the Holders of a
majority in aggregate principal amount of Registrable Securities being sold;
and (iv) deliver such documents and certificates as may be reasonably requested
by the Holders of a majority in principal amount of the Registrable Securities
being sold and the managing under­writers, if any, to evidence the continued
validity of the representations and warran­ties of the Company and the
Guarantors and their respective subsidiaries, if any, made pursuant to clause
(i) above and to evidence compliance with any conditions contained in the
underwriting agreement or other similar agreement entered into by the Company
and the Guarantors.


 


(o)          
Comply with all applicable rules and regulations of the SEC and make generally
available to their respective security holders earnings statements satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any similar rule promulgated under the Securities Act) no later than 45
days after the end of any 12-month period (or 90 days after the end of any 12-month
period if such period is a fiscal year) (i) commencing on the first day of the
fiscal quarter following each fiscal quarter in which Registrable Securities
are sold to underwriters in a firm commitment or best efforts underwritten
offering and (ii) if not sold to underwriters in such an offering, commencing
on the first day of the first fiscal quarter of the Company after the effective
date of a Registration Statement, which statements shall cover said 12-month
periods.


 


(p)          
Upon consummation of an Exchange Offer or Private Exchange, obtain an opinion
of counsel to the Company and the Guarantors (in form, scope and substance
reasonably satisfactory to the Initial Purchasers), addressed to all Holders
participating in the Exchange Offer or Private Exchange, as the case may be, to
the effect that (i) the Company and the Guarantors have duly authorized,
executed and delivered the Exchange Securities or the Private Exchange
Securities, as the case may be, and the Indenture and (ii) the Exchange Securities
or the Private Exchange Securities, as the case may be, and the Indenture
constitute legal, valid and binding obligations of the Company and the
Guarantors, enforceable against the Company and the Guarantors in accordance
with their respective terms, except as such enforcement may be subject to (A)
applicable bankruptcy, insolvency, reorganization, moratorium and similar laws
affecting creditors’ rights and remedies generally and (B) general principles
of equity (regardless of whether such enforcement is sought in a proceed­ing in
equity or at law).


 


(q)          
If an Exchange Offer or Private Exchange is to be consummated, upon delivery of
the Registrable Securities by such Holders to the Company and the


 


18





















 


Guarantors (or to such
other Person as directed by the Company and the Guarantors) in exchange for the
Exchange Securities or the Private Exchange Securities, as the case may be, the
Company and the Guarantors shall mark, or caused to be marked, on such
Registrable Securities that such Registrable Securities are being cancelled in
ex­change for the Exchange Securities or the Private Exchange Securities, as
the case may be, and in no event shall such Registrable Securities be marked as
paid or otherwise satisfied.


 


(r)           
Cooperate with each seller of Registrable Securities covered by any
Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Securities and their respective counsel in
connection with any filings required to be made with the NASD.


 


(s)          
Use their respective reasonable best efforts to take all other steps necessary
to effect the registration of the Registrable Securities covered by a Regis­tration
Statement contemplated hereby.


 


Each
Holder and each Participating Broker-Dealer agrees by acquisition of such
Registrable Securities or Exchange Securities that, upon receipt of written
notice from the Company and the Guarantors of the happening of any event of the
kind described in Section 5(e)(ii), 5(e)(iii), 5(e)(iv), 5(e)(v) or 5(e)(vi),
such Holder will forthwith discontinue disposition (in the jurisdictions
specified in a notice of a 5(e)(iv) event, and elsewhere in a notice of a
5(e)(ii), 5(e)(iv), 5(e)(v) or 5(e)(vi) event) of such Securities covered by such
Registration Statement or Prospectus until the earlier of (i) such Holder’s
receipt of the copies of the amended or supplemented Prospectus contemplated by
Section 5(j); or (ii) the time such Holder is advised in writing (the “Advice”) by the Company and the Guarantors
that offers or sales in a particular jurisdiction may be resumed, or that the
use of the applicable Prospectus may be resumed, as the case may be, and has
received copies of any amendments or supplements thereto.  If the Company
and the Guarantors shall give such notice, each of the Effectiveness Period and
the Applicable Period shall be extended by the number of days during such
periods from and including the date of the giving of such notice to and
including the date when each seller of such Securities covered by such
Registration Statement shall have received (x) the copies of the amended or
supplemented Prospectus contemplated by Section 5(j) or (y) the Advice.


 


6.                                      
Registration Expenses.


 


(a)          
All fees and expenses incident to the performance of or compliance with this
Agreement by the Company and the Guarantors shall be borne by the Company and
the Guarantors whether or not the Exchange Offer is consummated or the Exchange
Offer Registration Statement or a Shelf Registration is filed or becomes
effective, including, without limitation:


 


19





















 


(i)           
all registration and filing fees (including, without limitation, (A) fees with
respect to filings required to be made with the NASD and (B) fees and expenses
of compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with
Blue Sky qualifications of the Registrable Securities or Exchange Securities and
determination of the eligibility of the Registrable Securities or Exchange
Securities for investment under the laws of such jurisdictions (x) where the
Holders are located, in the case of the Exchange Securities, or (y) as provided
in Section 5(f), in the case of Registrable Securities or Exchange Securities
to be sold by a Participating Broker-Dealer during the Applicable Period));


 


(ii)          
printing expenses (including, without limitation, expenses of printing
certificates for Registrable Securities or Exchange Securities in a form
eligible for deposit with DTC and of printing prospectuses if the printing of
prospec­tuses is requested by the managing underwriters, if any, or, in respect
of Registrable Securities or Exchange Securities to be sold by a Participating
Broker-Dealer during the Applicable Period, by the Holders of a majority in
aggregate principal amount of the Registrable Securities included in any
Registration Statement or of such Ex­change Securities, as the case may be);


 


(iii)         
messenger, telephone, duplication, word processing and delivery expenses
incurred by the Company and the Guarantors in the performance of their
obligations hereunder;


 


(iv)         
fees and disbursements of counsel for the Company, the Guaran­tors and, subject
to Section 6(b), the Holders;


 


(v)          
fees and disbursements of all independent certified public accountants referred
to in Section 5(n)(iii) (including, without limitation, the ex­penses of any
special audit and “cold comfort” letters required by or incident to such
performance);


 


(vi)         
fees and expenses of any “qualified independent underwriter” or other
independent appraiser participating in an offering pursuant to Section 3 of
Schedule E to the By-laws of the NASD, but only where the need for such a
“quali­fied independent underwriter” arises due to a relationship with the
Company and the Guarantors;


 


(vii)        
Securities Act liability insurance, if the Company and the Guaran­tors so
desire such insurance;


 


(viii)       
fees and expenses of all other Persons, including special experts, retained by
the Company or the Guarantors; internal expenses of the


 


20





















 


Company and the
Guarantors (including, without limitation, all salaries and expenses of their
respec­tive officers and employees performing legal or accounting duties), and
the expenses of any annual audit; and


 


(ix)          
rating agency fees and the fees and expenses incurred in connection with the
listing of the Securities to be registered on any securities exchange.


 


(b)          
The Company and the Guarantors shall reimburse the Holders for the reasonable
fees and disbursements of not more than one counsel (in addition to appropriate
local counsel) chosen by the Holders of a majority in aggregate principal
amount of the Registrable Securities to be included in any Registration
Statement and other reasonable and necessary out-of-pocket expenses of the
Holders incurred in connection with the registration of the Registrable
Securities.


 


7.                                      
Indemnification.


 


(a)          
Indemnification by the Company and the
Guarantors.  The Company and the Guarantors, jointly and
severally, shall, without limitation as to time, indemnify and hold harmless
each Holder and each Participating Broker-Dealer, each Person who controls
(within the meaning of Section 15 of the Securities Act or Section
20(a) of the Exchange Act (any of such persons being hereinafter referred
to as a “controlling person”))
each such Holder and any such Participating Broker-Dealer and the members,
managers, officers, directors, partners, employees, representatives and agents
of each such Holder, Participating Broker-Dealer and controlling person
(collectively, the “Holder Indemnified
Parties”), to the fullest extent lawful, from and against any and
all losses, claims, damages, liabilities, costs (including, without limitation,
costs of preparation and reasonable attorneys’ fees) and expenses (includ­ing,
without limitation, costs and expenses incurred in connection with
investigating, preparing, pursuing or defending against any of the foregoing)
(collectively, “Losses”), as
incurred, arising out of or based upon any untrue or alleged untrue statement
of a material fact contained in any Registration Statement, preliminary
prospectus, Prospectus or form of prospectus, or in any amendment or supplement
thereto, or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading; provided, that neither the Company nor any
Guarantor shall be liable under the indemnity provided in this Section 7(a) to
any Holder Indemnified Party for any Losses that (A) result solely from an
untrue statement of a material fact contained in, or the omission of a material
fact from, any preliminary prospectus, which untrue statement or omission was
completely corrected in the Prospectus (as then amended or supplemented) if it
shall have been determined by a court of competent jurisdiction by final and
nonappealable judgment that (1) such Holder


 


21





















 


Indemnified Party sold
the Registrable Securities or Exchange Securities to the person alleging such
Loss and failed to send or give, at or prior to the written confirmation of
such sale, a copy of the Prospectus (as then amended or supplemented), if
required by law to have so delivered it, and (2) the Company had previously
furnished copies of the corrected Prospectus to such Holder Indemnified Party
within a reasonable amount of time prior to such sale or such confirmation, and
(3) the corrected Prospectus, if delivered, would have been a complete defense
against the person asserting such Loss; or (B) are based upon information
relating to such Holder or Participating Broker-Dealer and fur­nished in
writing to the Company and the Guarantors by such Holder or Participating
Broker-Dealer expressly for use in such Registration Statement, preliminary
prospectus or Prospectus, or amendment or supplement thereto. The Company and
each of the Guarantors shall also indemnify underwriters, selling brokers,
dealer managers and similar securities industry professionals participating in
the distribution, their members, managers, officers, directors, agents and employees
and each of their respective controlling persons to the same extent as provided
above with respect to the indemnification of the Holder Indemnified Parties.


 


(b)          
Indemnification by Holders of Registrable
Securities.  In connection with any Registration Statement,
preliminary prospectus, Prospectus or form of prospectus, or any amendment or
supplement thereto, in which a Holder is participat­ing, such Holder shall
furnish to the Company and the Guarantors in writing such information as the
Company and the Guarantors reasonably request for use in connec­tion with any
such Registration Statement, preliminary prospectus, Prospectus or form of
prospectus, any amendment or supplement thereto, and shall, severally and not
jointly, without limitation as to time, indemnify and hold harmless the Company
and the Guarantors, their respective members, managers, directors, officers,
agents and employees, each controlling person of the Company or any of the
Guarantors and the members, managers, directors, officers, agents or employees
of such controlling persons, to the fullest extent lawful, from and against any
and all Losses, as incurred, arising out of or based upon any untrue or alleged
untrue statement of a material fact contained in any such Registration
Statement, preliminary prospectus, Prospectus or form of prospectus, or any
amendment or supplement thereto, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading to the extent, but only to the extent, that such untrue
statement or alleged untrue statement of a material fact or omission or alleged
omission of a material fact is contained in or omitted from any information so
furnished in writing by such Holder to the Company and the Guarantors expressly
for use in any Registration Statement, preliminary prospectus, Prospectus or
form of prospectus, or any amendment or supplement thereto.  In no event
shall the liability of any selling Holder be greater in amount than such
Holder’s Maximum Contribu­tion Amount (as defined below).


 


22





















 


(c)          
Conduct of Indemnification Proceedings. 
If any Proceeding shall be brought or asserted against any Person entitled to
indemnification hereunder (an “indemnified
party”), such indemnified party shall promptly notify the party or
parties from which such indemnification is sought (the “indemnifying parties”) in writing; provided, that the failure to so notify
the indemnifying parties shall not relieve the indemnifying parties from any
obligation or liability except to the extent (but only to the extent) that it
shall be finally determined by a court of competent jurisdiction (which
determination is not subject to appeal) that the indemnifying parties have been
prejudiced materially by such failure.


 


The
indemnifying parties shall have the right, exercisable by giving written notice
to an indemnified party, within 20 Business Days after receipt of written
notice from such indemnified party of such Proceeding, to assume, at their
expense, the defense of any such Proceeding; provided,
that an indemnified party shall have the right to employ separate counsel in
any such Proceeding and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such indemnified party or
parties unless: (i) the indemnifying parties have agreed to pay such fees and
expenses; (ii) the indemnifying parties shall have failed promptly to assume
the defense of such Proceeding or shall have failed to employ counsel
reasonably satisfactory to such indemnified party; or (iii) the named parties
to any such Proceeding (including any impleaded parties) include both such
indemnified party and one or more indemnifying parties (or any affiliates or
controlling persons of any of the indemnifying parties), and such indemnified
party shall have been advised by counsel that there may be one or more defenses
available to such indem­nified party that are in addition to, or in conflict
with, those defenses available to the indemnifying party or such affiliate or
controlling person (in which case, if such indemnified party notifies the
indemnifying parties in writing that it elects to employ separate counsel at
the expense of the indemnifying parties, the indemnifying parties shall not
have the right to assume the defense thereof and the reasonable fees and
expenses of such counsel shall be at the expense of the indemnifying parties;
it being understood, however, that, the indemnifying parties shall not, in
connection with any one such Proceeding or separate but substantially similar
or related Proceedings in the same jurisdiction, arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (together with appropriate local
counsel) at any time for such indemnified party).


 


No
indemnifying party shall be liable for any settlement of any such Proceed­ing
effected without its written consent, but if settled with its written consent,
or if there be a final judgment for the plaintiff in any such Proceeding, each
indemnifying party jointly and severally agrees, subject to the exceptions and
limitations set forth above, to indemnify and hold harmless each indemnified
party from and against any and all Losses by reason of such settlement or
judgment.  The indemnifying party shall not consent to the entry of any
judgment or enter into any settlement that does


 


23





















 


not include as an
unconditional term thereof the giving by the claimant or plaintiff to each
indemnified party of a release, in form and substance reasonably satisfactory
to the indemnified party, from all liability that may arise from such
Proceeding or the subject matter thereof (whether or not any indemnified party
is a party thereto).


 


(d)          
Contribution.  If the
indemnification provided for in this Section 7 is unavailable to an indemnified
party or is insufficient to hold such indemnified party harmless for any Losses
in respect of which this Section 7 would otherwise apply by its terms (other
than by reason of exceptions provided in this Section 7), then each applicable
indemnifying party, in lieu of indemnifying such indemnified party, shall have
a joint and several obligation to contribute to the amount paid or payable by
such indemnified party as a result of such Losses, (i) in such proportion as is
appro­priate to reflect the relative benefits received by the indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
sale of Registrable Securities, or (ii) if the allocation provided by clause
(i) above is not permitted by Applicable Law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the indemnifying party, on the one hand,
and such indemnified party, on the other hand, in connection with the actions,
statements or omissions that resulted in such Losses as well as any other relevant
equitable considerations.  The relative fault of such indemnifying party,
on the one hand, and indemnified party, on the other hand, shall be determined
by reference to, among other things, whether any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by such indemnifying party or
indemnified party, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent any such statement or
omission.  The amount paid or payable by an indemnified party as a result
of any Losses shall be deemed to include any legal or other fees or expenses
incurred by such party in connection with any Proceeding, to the extent such
party would have been indemnified for such fees or expenses if the
indemnification provided for in Section 7(a) or 7(b) was available to such
party.


 


The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 7(d) were determined by pro rata allocation or by any
other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 7(d), an indemnifying party that
is a selling Holder shall not be required to contribute, in the aggregate, any
amount in excess of such Holder’s Maximum Contribution Amount.  A selling
Holder’s “Maximum Contribution Amount”
shall equal the excess, if any, of (i) the aggregate proceeds received by such
Holder pursuant to the sale of the Registrable Securities giving rise to such
indemnification obligation over (ii) the aggregate amount of damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.  No person guilty of fraudulent
misrepresentation


 


24





















 


(within the meaning of
Section 10(f) of the Securities Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresen­tation.  The
Holders’ obligations to contribute pursuant to this Section 7(d) are several in
proportion to the respective principal amount of the Registrable Securities
held by each Holder hereunder and not joint.


 


The
indemnity and contribution agreements contained in this Section 7 are in
addition to any liability that the indemnifying parties otherwise may have to
the indemnified parties.


 


8.                                      
Rule 144 and Rule 144A.


 


The
Company covenants that (a) during any period that it is required to file
reports under the Securities Act or the Exchange Act, it shall file all reports
required to be filed by it in a timely manner in order to permit resales of
Registrable Securities pursuant to Rule 144 under the Securities Act and (b)
during any period that it is not required to file such reports, it shall, upon
the request of any Holder, make available to each Holder or beneficial owner of
Registrable Securities and to any prospective purchaser of Registrable Securities
designated by such Holder or beneficial owner the information required by Rule
144A(d)(4) under the Securities Act to permit resales of Registrable Securities
pursuant to Rule 144A.  The Company shall take such further action as any
Holder may reasonably request, all to the extent required from time to time to
enable such Holder to sell Registrable Securities without registration under
the Securities Act pursuant to the exemptions provided by Rule 144 and Rule
144A.  Upon the request of any Holder, each of the Company and the
Guarantors shall deliver to such Holder a written statement as to whether such
Issuer or Guarantor has complied with such information requirements. 
Nothing in this Section 8 shall be deemed to require the Company to register
any Securities pursuant to the Exchange Act.


 


9.                                      
Underwritten Registrations.


 


If any
of the Registrable Securities covered by any Shelf Registration are to be sold
in an Underwritten Offering, the investment banker or investment bankers and
manager or managers that will manage the offering will be selected by the
Holders of a majority in aggregate principal amount of such Registrable
Securities included in such offering and shall be reasonably acceptable to the
Company.


 


No
Holder may participate in any Underwritten Registration hereunder unless such
Holder (a) agrees to sell such Holder’s Registrable Securities on the basis
provided in any underwriting arrangements approved by the Persons entitled
hereun­der to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, underwriting agreements and other documents
reasonably


 


25





















 


required under the terms
of such underwriting arrangements.


 


10.                                
Miscellaneous.


 


(a)          
Remedies.  In the event of a
breach by the Company or any of the Guarantors of any of their respective
obligations under this Agreement, each Holder, in addition to being entitled to
exercise all rights provided herein, in the Indenture or, in the case of the
Initial Purchasers, in the Purchase Agreement, or granted by law, including
recovery of damages, will be entitled to specific perfor­mance of its rights
under this Agreement.  The Company and the Guarantors agree that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by the Company or any of the Guarantors of any of the provisions of this
Agreement and hereby further agree that, in the event of any action for
specific performance in respect of such breach, the Company and the Guarantors
shall waive the defense that a remedy at law would be adequate.


 


(b)          
No Inconsistent Agreements. 
The Company and the Guarantors have not entered into, as of the date hereof,
and shall not enter into, after the date of this Agreement, any agreement with
respect to any of their respective securities that is inconsistent with the
rights granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof.


 


(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 Holders of at least a majority of the then
outstanding aggregate principal amount of Registrable Securi­ties; provided, that Sections 4(a) and 7 shall
not be amended, modified or supple­mented, and waivers or consents to departures
from this proviso may not be given, unless the Company has obtained the written
consent of each Holder.  Notwithstand­ing the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect the rights of other Holders may be given by Holders of at least a
majority in aggregate principal amount of the Registrable Securities being sold
by such Holders pursuant to such Registration Statement; provided that the provisions of this
sentence may not be amended, modified or supplemented except in accor­dance
with the provisions of the immediately preceding sentence.


 


(d)          
Notices.  All notices and
other communications (including, without limitation, any notices or other
communications to the Trustee) provided for or permitted hereunder shall be
made in writing by hand-delivery, certified first-class mail with return
receipt requested, next-day air courier or facsimile:


 


26





















 


(i)           
if to a Holder, at the most current address given by such Holder to the Company
in accordance with the provisions of this Section 10(d), which address
initially is, with respect to each Holder, the address of such Holder
maintained by the Registrar (as defined in the Indenture), with a copy to
Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand Avenue, Suite
3400, Los Angeles, California 90071, facsimile number (213) 687-5600,
Attention:  Nicholas P. Saggese, Esq.; and


 


(ii)          
if to the Company or any of the Guarantors, initially at The Wornick Company,
10825 Kenwood Road, Cincinnati, Ohio 45242, facsimile number: (956) 682-7810,
Attention: Larry L. Rose, with copies to Schulte Roth & Zabel LLP, 919
Third Avenue, New York, 10022, facsimile number (212) 593-5955,
Attention:  Benjamin M. Polk, Esq. and Winston & Strawn LLP, 200 Park
Avenue, New York, New York 10166, facsimile number: (212) 294-4700, Attention:
David A. Sakowitz, Esq., and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 10(d).


 


All
such notices and communications shall be deemed to have been duly given: when
delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; one Business Day after being
timely delivered to a next-day air courier, if sent by next-day air courier;
and when receipt is acknowledged by the addressee, if sent by facsimile.


 


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


 


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


 


(f)           
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.


 


(g)          
Headings.  The headings in
this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.  When a reference is made in this
Agreement to a Section, paragraph, subparagraph, Schedule or Exhibit, such
reference shall mean a Section, paragraph, subparagraph, Schedule


 


27





















 


or Exhibit to this
Agreement unless otherwise indicated.  The words “include,” “includes,” and “including”
when used in this Agreement shall be deemed in each case to be followed by the
words “without limitation.” 
The phrases “the date of this Agreement,”
“the date hereof,” and terms of
similar import, unless the context otherwise requires, shall be deemed to refer
to June 30, 2004.  The words
“hereof,” “herein,” “herewith,” 
“hereby” and “hereunder” and words of similar import
shall, unless otherwise stated, be construed to refer to this Agreement as a
whole and not to any particular provision of this Agreement.


 


(h)          
GOVERNING LAW.  THIS
AGREEMENT SHALL BE CON­STRUED AND INTERPRETED, AND THE RIGHTS OF THE PARTIES
SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
INCLUDING WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW AND RULE 327(b) OF NEW YORK CIVIL PRACTICE LAWS AND
RULES.  THE COMPANY AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK OR ANY FED­ERAL COURT SITTING IN THE BOROUGH OF MANHATTAN
IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT, AND IRREVOCA­BLY ACCEPTS FOR ITSELF AND
IN RESPECT OF ITS PROPERTY, GENER­ALLY AND UNCONDITIONALLY, JURISDICTION OF THE
AFORESAID COURTS.  THE COMPANY AND EACH GUARANTOR IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY
AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE
OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM
THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.  THE COMPANY AND EACH GUARANTOR IRREVOCABLY CON­SENTS,
TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE
SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO THE COMPANY OR SUCH GUARANTOR, AS THE CASE MAY BE, AT ITS
ADDRESS SET FORTH HEREIN, SUCH SER­VICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH
MAILING.  NOTH­ING HEREIN SHALL AFFECT THE RIGHT OF THE INITIAL PURCHASER
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY OR ANY OF THE GUARANTORS
IN ANY OTHER JURISDICTION.


 


28





















 


(i)           
Severability.  If any term,
provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their respective reasonable
best efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction.  It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unen­forceable.


 


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


 


(k)          
Attorneys’ Fees.  In any
Proceeding brought to enforce any provision of this Agreement, or where any
provision hereof is validly asserted as a defense, the prevailing party, as
determined by the courts, shall be entitled to recover reasonable attorneys’
fees in addition to its costs and expenses and any other available remedy.


 


(l)           
Securities Held by the Company or its
Affiliates.  Whenever the consent or approval of Holders of a
specified percentage of the principal amount of Registrable Securities is
required hereunder, Registrable Securities held by the Company or its
affiliates (as such term is defined in Rule 405 under the Securities Act)
(other than Holders deemed to be such affiliates solely by reason of their
holdings of such Registrable Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage.


 


[signature pages follow
this page]


 


29





















 


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


 


 


	
   

  	
  THE
  WORNICK COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Robert B.
  McKeon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert B. McKeon

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chairman of the Board

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RIGHT
  AWAY MANAGEMENT

  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Robert B.
  McKeon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert B. McKeon

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chairman of the Board

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  WORNICK COMPANY RIGHT AWAY

  DIVISION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Robert B.
  McKeon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert B. McKeon

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chairman of the Board

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  WORNICK COMPANY RIGHT AWAY

  DIVISION, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Right Away
  Management Corporation, its

  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Robert B.
  McKeon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert B. McKeon

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chairman of the Board

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


ACCEPTED AND AGREED TO:


 


JEFFERIES
& COMPANY, INC.


 


 


	
  By:

  	
  /s/ M. Brent Stevens

  	
   

  	
   

  
	
   

  	
  Name:

  	
  M. Brent Stevens

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CIBC
  WORLD MARKETS CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Brian S. Perman

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Brian S. Perman

  	
   

  
	
   

  	
  Title:

  	
  Managing Director