Exhibit 2.9  Execution Copy  
 REGISTRATION RIGHTS AGREEMENT   Dated as of February 16, 2004  by and among  UNITED BISCUITS FINANCE PLC  AND  REGENTREALM LIMITED  AND  DEUTSCHE BANK AG LONDON 
  £45,000,000 aggregate principal amount of 103/4%
Senior Subordinated Notes Due 2011  32,500,000 aggregate principal amount of 105/8%
Senior Subordinated Notes Due 2011  
   This Registration Rights Agreement is dated as of
February 16, 2004, and is by and among United Biscuits Finance plc, a company
organized and existing under the laws of England and Wales (the Issuer),
Regentrealm Limited, a company organized and existing under the laws of England
and Wales and each other entity that hereinafter executes this agreement as a
guarantor (the Guarantors) and Deutsche Bank AG London the Initial
Purchaser).  This Agreement is made pursuant to the Purchase
Agreement, dated February 9, 2004, by and among the Issuer, the Guarantors
and the Initial Purchaser (the Purchase Agreement).  In order to induce the Initial Purchaser to
enter into the Purchase Agreement, the Issuer has agreed to provide the
registration rights provided for in this Agreement to the Initial Purchaser and
their respective direct and indirect transferees and assignees.  The execution and delivery of this Agreement
is a condition to the closing of the transactions contemplated by the Purchase
Agreement.  The parties hereto hereby agree as follows:  1.             Definitions  As used in this Agreement, the following terms shall
have the following meanings:  Additional Interest:  As defined in Section 4(a) hereof.  Affiliate:  With respect to any specified person, Affiliate shall mean any
other person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified person.  For the purposes of this definition, control,
when used with respect to any person, means the power to direct the management
and policies of such person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise and the terms
affiliated, controlling and controlled have meanings correlative to the
foregoing.  Agreement:  This Registration Rights Agreement, as the same may be amended,
supplemented or modified from time to time in accordance with the terms hereof.  Business Day:  Any day other than Saturday, Sunday and
other days on which banks are authorized or required by law to be closed for
business in the City of New York, the City of London, Luxembourg and any other
city where a payment is to be made on the Notes.  Commission:  The United States Securities and Exchange
Commission.  1 
   Consummate or consummate:  When used to qualify the term Exchange
Offer, shall mean the delivery of validly issued Exchange Notes pursuant to
the Exchange Offer in the same aggregate principal amount as the aggregate
principal amount of Notes validly tendered and not validly withdrawn pursuant
to the Exchange Offer in accordance with the terms of this Agreement.  Consummation Date:  The date that is 30 days immediately
following the date that the Exchange Registration Statement shall have been
declared effective by the Commission.  Effectiveness Period:  As defined in Section 3(a) hereof.  Exchange Act:  The Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated by the Commission pursuant
thereto.  Exchange Notes:  The sterling denominated 103/4%
Senior Subordinated Notes due 2011 of the Issuer and the euro denominated 105/8%
Senior Subordinated Notes due 2011 of the Issuer, each as guaranteed on a
senior subordinated basis by the Guarantors, to be issued pursuant to the
Exchange Offer with terms identical in all material respects to those of the
Notes, except that the Exchange Notes will not contain provisions with respect
to transfer restrictions or Additional Interest.  Exchange Offer:  An offer to issue, in exchange for any and
all of the Notes, a like aggregate principal amount of Exchange Notes, which
offer shall be made by the Issuer pursuant to Section 2 hereof.  Exchange Registration Statement:  As defined in Section 2(a) hereof.  Filing Date:  As defined in Section 2(a) hereof.  Guarantors:   As defined in the preamble hereof.  Indemnified Person:  As defined in Section 7(a) hereof.  Indenture:  The Indenture, dated as of April 17, 2001, among the Issuer, the
Guarantor and The Bank of New York, as trustee thereunder, pursuant to which
the Notes are issued, as amended by the First Supplemental Indenture dated
February 16, 2004, and as otherwise amended or supplemented from time to time
in accordance with the terms thereof.  Initial Purchaser:  As defined in the preamble hereof.  Issue Date:  As defined in Section 2(a) hereof.  Issuer:  As defined in the preamble hereof.  2 
   Notes:  The £45,000,000 aggregate principal amount of 103/4%
Senior Subordinated Notes due 2011 and the 32,500,000 aggregate principal
amount of 105/8% Senior Subordinated Notes due 2011 of the
Issuer, each as guaranteed on a senior subordinated basis by the Guarantors,
issued on February 16, pursuant to the Indenture.  Outstanding Notes:  The £120,000,000 aggregate principal amount
of 103/4% Senior Subordinated Notes due 2011 and the
160,000,000 aggregate principal amount of 105/8%
Senior Subordinated Notes due 2011 of the Issuer, each as guaranteed on a
senior subordinated basis by the Guarantors, issued on April 17, 2001 pursuant
to the Indenture.  Outstanding Private Notes:  The portion of the Outstanding Notes which
were not exchanged for exchange notes pursuant to the exchange offer in December
2001.  Participating Broker-Dealer:  As defined in Section 2(e) hereof.  Private Exchange:  As defined in Section 2(c) hereof.  Private Exchange Notes:  As defined in Section 2(c) hereof.  Prospectus:  The prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated pursuant to
the Securities Act), as amended or supplemented by any prospectus supplement,
with respect to the terms of the offering of any portion of the Notes, Exchange
Notes or Private Exchange Notes covered by such Registration Statement, and all
other amendments and supplements to any such prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference, if any, in such prospectus.  Registration Default:  As defined in Section 4(b) hereof.  Registration Statement:  Any registration statement of the Issuer and
Guarantors that covers any of the Notes, Exchange Notes or Private Exchange
Notes pursuant to the provisions of this Agreement, including all amendments
and supplements to such registration statement, including pre- and
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference, if any, in such registration statement.  Rule 144(k):  Rule 144(k) promulgated by the Commission
pursuant to the Securities Act, as such rule may be amended from time to time,
or any similar rule or  3 
   regulation hereafter adopted by the Commission as a replacement thereto
having substantially the same effect as such rule.  Rule 144A:  Rule 144A promulgated by the Commission pursuant to the Securities
Act, as such rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission as a replacement thereto having
substantially the same effect as such rule.  Rule 158:  Rule 158 promulgated by the Commission pursuant to the Securities
Act, as such rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission as a replacement thereto having
substantially the same effect as such rule.  Rule 415:  Rule 415 promulgated by the Commission pursuant to the Securities
Act, as such rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission as a replacement thereto having
substantially the same effect as such rule.  Rule 424:  Rule 424 promulgated by the Commission pursuant to the Securities
Act, as such rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission as a replacement thereto having substantially
the same effect as such rule.  Securities Act:  The Securities Act of 1933, as amended, and
the rules and regulations promulgated by the Commission thereunder.  Shelf Filing Event:  As defined in Section 3(a) hereof.  Shelf Registration:  As defined in Section 3(a) hereof.  Shelf Registration Statement:  As defined in Section 3(a) hereof.  Special Counsel:  Milbank, Tweed, Hadley & McCloy, special
counsel to the holders of Transfer Restricted Notes, or such other counsel as
shall be agreed upon by the Issuer and holders of a majority in aggregate
principal amount of Transfer Restricted Notes, the reasonable expenses of which
holders of Transfer Restricted Notes will be reimbursed by the Issuer pursuant
to Section 6 hereof in connection with a registration pursuant to Section 3
hereof.  TIA:  The Trust Indenture Act of 1939, as in effect on the date of the
Indenture.  Transfer Restricted Notes:  Each Note, upon original issuance thereof,
and at all times subsequent thereto, each Exchange Note as to which Section
3(a)(iii) or Section 3(a)(v)  4 
   hereof is applicable upon original issuance and at all times subsequent
thereto and each Private Exchange Note upon original issuance thereof and at
all times subsequent thereto, until in the case of any such Note, Exchange Note
or Private Exchange Note, as the case may be, the earliest to occur of
(i) the date on which any such Note has been exchanged by a person other
than a Participating Broker-Dealer for an Exchange Note (other than with
respect to an Exchange Note as to which Section 3(a)(iii)(B) or Section 3(a)(v)
hereof applies) pursuant to the Exchange Offer, (ii) with respect to Exchange
Notes received by Participating Broker-Dealers in the Exchange Offer, the
earlier of (x) the date on which such Exchange Note has been sold by such
Participating Broker-Dealer by means of the Prospectus contained in the
Exchange Registration Statement and (y) the date on which the Exchange
Registration Statement has been effective under the Securities Act for a period
of 90 consecutive days after the Consummation Date, (iii) the date a Shelf
Registration Statement covering such Note, Exchange Note or Private Exchange
Note has been declared effective by the Commission and such Note, Exchange Note
or Private Exchange Note, as the case may be, has been disposed of in
accordance with such effective Shelf Registration Statement, (iv) the date
on which such Note, Exchange Note or Private Exchange Note, as the case may be,
is eligible for distribution to the public without volume or manner of sale
restrictions pursuant to Rule 144(k) or (v) the date on which such Note,
Exchange Note or Private Exchange  Note,
as the case may be, ceases to be outstanding for purposes of the Indenture or
any other indenture under which such Exchange Note or Private Exchange Note was
issued.  Trustee:  The trustee under the Indenture.  Underwritten registration or underwritten offering:  A registration in connection with which
securities are sold to an underwriter for reoffering to the public pursuant to
an effective Registration Statement.  2.             Exchange
Offer  (a)           To the extent not prohibited by any
applicable law or applicable interpretation of the staff of the Commission, the
Issuer and the Guarantors shall (A) prepare and, on or prior to 120 days
(the Filing Date) after the date of the original issuance of the Notes
(the Issue Date), file with or confidentially submit to the Commission
a Registration Statement under the Securities Act with respect to an offer by
the Issuer to the holders of the Notes and the Outstanding Private Notes to
issue and deliver to such holders, in exchange for the Notes and the Outstanding
Private Notes, a like principal amount of Exchange Notes, (B) use its best
efforts to cause the Registration Statement relating to the Exchange Offer to
be declared effective by the Commission under the Securities Act on or prior to
240 days after the Issue Date, and (C) upon the declaration of the
effectiveness of such Registration Statement commence the Exchange Offer.  The offer and sale of the Exchange Notes
pursuant to the Exchange Offer shall be registered pursuant to the Securities
Act on an appropriate form (the Exchange Registration  5 
   Statement)
and duly registered or qualified under all applicable state securities or Blue
Sky laws and will comply with all applicable tender offer rules and regulations
under the Exchange Act and state securities or blue sky laws.  The Exchange Offer shall not be subject to
any condition, other than that the Exchange Offer does not violate any
applicable law or regulation or interpretation of the staff of the
Commission.  Upon consummation of the Exchange
Offer in accordance with this Section 2, the Issuer and Guarantors shall
have no further registration obligations other than with respect to (i) Private
Exchange Notes, (ii) Exchange Notes held by Participating Broker-Dealers
and (iii) Notes, or Exchange Notes as to which Section 3(a)(iii) or
Section 3(a)(v) hereof applies.  No
securities shall be included in the Exchange Registration Statement other than
the Exchange Notes.  (b)           The Issuer may require each holder of
Notes or Outstanding Private Notes, as a condition to its participation in the
Exchange Offer, to represent to the Issuer and its counsel in writing (which
may be contained in the applicable letter of transmittal) that (i) any
Exchange Notes received by such holder will be acquired in the ordinary course
of its business, (ii) at the time of the commencement of the Exchange Offer
such holder will have no arrangement or understanding with any person to
participate in the distribution (within the meaning of the Securities Act) of
the Exchange Notes in violation of the Securities Act, and (iii) such
holder is not an Affiliate (as defined in Rule 405 promulgated under the
Securities Act) of the Issuer.  If the holder is
not a broker-dealer, it will be required to represent that it is not engaged
in, and does not intend to engage in, the distribution of the Exchange
Notes.  If the holder is a Participating
Broker-Dealer that will receive Exchange Notes for its own account in exchange
for Notes that were acquired as a result of market-making activities or other
trading activities, it will be required to acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes.  (c)           If, prior to consummation of the
Exchange Offer, the Initial Purchaser holds any Notes acquired by it having, or
which are reasonably likely to be determined to have, the status of an unsold
allotment in the initial distribution, or any other holder of Notes is not
entitled to participate in the Exchange Offer, the Issuer and Guarantors, upon
the request of the Initial Purchaser or any such holder, shall, simultaneously
with the delivery of the Exchange Notes in the Exchange Offer, issue and
deliver to the Initial Purchaser and any such holder, in exchange (the Private
Exchange) for such Notes held by the Initial Purchaser and any such
holder, a like principal amount of debt securities of the Issuer and Guarantor
that are identical in all material respects to the Notes (including any
guarantees thereof) (the Private Exchange Notes).  The Private Exchange Notes shall bear the
same CUSIP number as the Exchange Notes.  (d)           Unless the Exchange Offer would not
be permitted by any applicable law or interpretation of the staff of the
Commission, the Issuer shall mail the Exchange  6 
   Offer Prospectus
and appropriate accompanying documents, including appropriate letters of
transmittal, to each holder of Notes and Outstanding Private Notes providing,
in addition to such other disclosures as are required by applicable law:  (i)            that
the Exchange Offer is being made pursuant to this Agreement and that all Notes
and Outstanding Private Notes validly tendered and not withdrawn will be
accepted for exchange;  (ii)           that
a holder of a Note or an Outstanding Private Note electing to have a Note or an
Outstanding Private Note exchanged pursuant to the Exchange Offer will be
required to surrender such Note or Outstanding Private Note, together with the
enclosed letters of transmittal, to the institution and at the address
specified in the notice prior to the close of business on the date the Exchange
Offer expires; and  (iii)          that
holders of Notes or Outstanding Private Notes that do not tender all such
securities pursuant to the Exchange Offer may no longer have any registration
rights hereunder with respect to Notes or Outstanding Private Notes not
tendered.  Upon the Consummation Date, the Issuer shall:  (i)            accept
for exchange all Notes or Outstanding Private Notes or portions thereof validly
tendered and not validly withdrawn pursuant to the Exchange Offer; and  (ii)           deliver,
or cause to be delivered, to the Trustee for cancellation all Notes and
Outstanding Private Notes or portions thereof so accepted for exchange by the
Issuer, and issue, cause the Trustee under the Indenture (or the indenture
pursuant to which the Exchange Notes are issued) to authenticate, and mail to
each holder of Notes and Outstanding Private Notes, Exchange Notes equal in
principal amount to the principal amount of the Notes and Outstanding Private
Notes surrendered by such holder.  (e)           The Issuer, the Guarantors and the
Initial Purchaser acknowledge that the staff of the Commission has taken the
position that any broker-dealer that owns Exchange Notes that were received by
such broker-dealer for its own account in the Exchange Offer (a Participating
Broker-Dealer) may be deemed to be an underwriter within the meaning of
the Securities Act and must deliver a prospectus meeting the requirements of
the Securities Act in connection with any resale of such Exchange Notes.  The Issuer, the Guarantors and the Initial Purchaser
also acknowledge that it is the Commission staffs position that if the
Prospectus contained in the Exchange Registration Statement includes a plan of
distribution containing a statement to the above  7 
   effect and the means by which Participating Broker-Dealers may resell
Exchange Notes acquired by such Participating Broker Dealer in exchange for
Transfer Restricted Notes acquired as a result of market making or other
trading activities, without naming the Participating Broker-Dealers or
specifying the amount of Exchange Notes owned by them, such Prospectus may be
delivered by Participating Broker-Dealers to satisfy their prospectus delivery
obligations under the Securities Act in connection with resales of Exchange
Notes for their own accounts, so long as the Prospectus otherwise meets the requirements
of the Securities Act.  In light of the foregoing, if requested by a
Participating Broker-Dealer, each of the Issuer and Guarantors agree
(x) to use its best efforts to keep the Exchange Registration Statement
continuously effective for at least ninety days after the Consummation Date or
such earlier date as each Participating Broker-Dealer shall have notified the
Issuer in writing that such Participating Broker-Dealer has resold all Exchange
Notes acquired in the Exchange Offer and (y) to comply with the provisions
of Section 5 of this Agreement, as they relate to the Exchange Offer and
the Exchange Registration Statement.  (f)            The Initial Purchaser shall have no
liability to any Participating Broker-Dealer with respect to any request made
pursuant to Section 2(e).  (g)           Interest on each Exchange Note or
Private Exchange Note will accrue (A) from the later of (i) the last
interest payment date on which interest was paid on the Note or Outstanding
Private Note surrendered in exchange therefor, or (ii) if the Note or
Outstanding Private Note is surrendered for exchange on a date in a period
which includes the record date for an interest payment date to occur on or
after the date of such exchange and as to which interest will be paid, the date
of such interest payment date or (B) if no interest has been paid on the
Notes, from the Issue Date.  (h)           The Exchange Notes and the Private
Exchange Notes may be issued under (i) the Indenture or (ii) an indenture
identical in all material respects to the Indenture, which in either event
shall provide that the Exchange Notes shall not be subject to the transfer
restrictions set forth in the Indenture. 
The Indenture or such indenture shall provide that the holders of the
Exchange Notes, the Private Exchange Notes and the Notes shall vote and consent
together on all matters as one class and that neither the holders of the
Exchange Notes, the Private Exchange Notes, the Notes nor the Outstanding
Private Notes will have the right to vote or consent as a separate class on any
matter.  3.             Shelf
Registration  (a)           If (i) the Issuer is not
permitted to file the Exchange Offer Registration Statement or to consummate
the Exchange Offer because of any change in law or in currently prevailing
interpretations of the Staff of the Commission, (ii) the Issuer has  8 
   not consummated the Exchange
Offer within 270 days after the Issue Date, (iii) any holder of a Note notifies
the Issuer prior to the 20th day after consummation of the Exchange
Offer that (A) due to a change in law or policy it is not entitled to
participate in the Exchange Offer, (B) due to a change in law or policy it
may not resell Exchange Notes acquired by it in the Exchange Offer to the
public without delivering a prospectus and the Prospectus contained in the
Exchange Registration Statement is not appropriate or available for such
resales by such holder or (C) it is an Initial Purchaser that holds Notes
as part of an unsold allotment from the original offering of the Notes,
(iv) any holder of Private Exchange Notes so requests after the
consummation of the Private Exchange or (v) in the case of any Holder that
participates in the Exchange Offer, such Holder does not receive Exchange Notes
on the date of the exchange that may be sold without restriction under state
and federal securities laws (other than due solely to the status of the Holder
as an Affiliate of the Issuer) and it so requests (each such event referred to
in clauses (i) through (v), a Shelf Filing Event), the Issuer and
Guarantors shall (x) promptly deliver to the holders of Notes, Exchange Notes
or Private Exchange Notes, as the case may be, and the Trustee written notice
thereof and (y) at the Issuers and Guarantors own expense cause to be
filed with or confidentially submitted to the Commission pursuant to
Rule 415 a shelf registration statement (the Shelf Registration
Statement) as promptly as practicable and in any event prior to
90 days after such filing obligation arises relating to all Transfer
Restricted Notes (the Shelf Registration) the holders of which have provided
the information required pursuant to Section 3(b) hereof (provided
that if the Shelf Filing Event arises pursuant to clause (ii) above and the Exchange
Offer Registration Statement shall not have been filed or submitted or shall
have been withdrawn, the Issuer shall submit or file the Shelf Registration
Statement on the 271st day after the Issue Date), and shall use its
reasonable best efforts to have the Shelf Registration Statement declared
effective by the Commission on or prior to 90 days after the filing
thereof.  In such circumstances, each of
the Issuer and the Guarantors shall use its reasonable best efforts to keep the
Shelf Registration Statement continuously effective under the Securities Act,
until (A) two years (or such shorter period as may be established by any
amendment to the two year period set forth in Rule 144(k) under the
Securities Act) following the Issue Date or (B) if sooner, the date
immediately following the date that all Transfer Restricted Notes covered by
the Shelf Registration Statement have been sold pursuant thereto or otherwise
cease to be Transfer Restricted Notes (the Effectiveness Period).  (b)           No holder of Transfer Restricted
Notes may include any of its Transfer Restricted Notes in any Shelf
Registration Statement pursuant to this Agreement unless and until such holder
furnishes to the Issuer in writing, within 15 days after receipt of a request
therefor, such information as the Issuer may reasonably request for use in connection
with any Shelf Registration Statement or Prospectus or preliminary prospectus
included therein.  No holder of Transfer
Restricted Notes shall be entitled to Additional Interest pursuant to
Section 4 hereof unless and until such holder shall have provided all such
reasonably requested information.  Each
holder of Transfer Restricted  9 
   Notes as to which
any Shelf Registration Statement is being effected agrees to furnish promptly
to the Issuer all information required to be disclosed in order to make the information
previously furnished to the Issuer by such holder not materially misleading.  4.             Additional
Interest  (a)           The parties hereto agree that the
holders of Transfer Restricted Notes will suffer damages if the Issuer and/or
the Guarantors fail to fulfill their obligations pursuant to Section 2 or
Section 3 herein, as applicable, and that it would not be feasible to
ascertain the extent of such damages with precision.  Accordingly, in the event that:  (i)            if
(A) neither the Exchange Offer Registration Statement nor Shelf
Registration Statement is filed with or confidentially submitted to the Commission
on or prior to the Filing Date or (B) notwithstanding that the Issuer has
consummated or will consummate an Exchange Offer, the Issuer is required to
file a Shelf Registration Statement and such Shelf Registration Statement is
not filed or confidentially submitted on or prior to the date required by this
Registration Rights Agreement, then commencing on the day after either such
required filing date, additional interest (Additional Interest) shall
accrue on the principal amount of the Notes affected thereby at a rate of 0.50%
per annum for the first 90 days immediately following each such filing date,
such Additional Interest rate increasing by an additional 0.50% per annum at
the beginning of each subsequent 90-day period; or  (ii)           if
(A) neither the Exchange Offer Registration Statement nor Shelf
Registration Statement is declared effective by the Commission on or prior to
240 days after the Issue Date or (B) notwithstanding that the Issuer has
consummated or will consummate an Exchange Offer, the Issuer is required to
file a Shelf Registration Statement and such Shelf Registration Statement is
not declared effective by the Commission on or prior to the 90th day following
the date such Shelf Registration Statement was filed, then, commencing on the
day after either of such required effective dates, Additional Interest shall accrue
on the principal amount of the Notes affected thereby at a rate of 0.50% per
annum for the first 90 days immediately following such date, such Additional
Interest rate increasing by an additional 0.50% per annum at the beginning of
each subsequent 90-day period; or  (iii)          if
(A) the Issuer has not exchanged Exchange Notes for all Notes validly
tendered in accordance with the terms of the Exchange Offer on or prior to the
30th day after the date on which the Exchange Offer Registration Statement was
declared effective or (B) if applicable, the Shelf Registration Statement
has been declared effective and such Shelf Registration Statement ceases to be
effective  10 
   at any time
during the Effectiveness Period, then Additional Interest shall accrue on the
principal amount of the Notes affected thereby at a rate of 0.50% per annum for
the first 90 days commencing on (x) the 31st day after such
effective date, in the case of (A) above, or (y) the day such Shelf
Registration Statement ceases to be effective, in the case of (B) above, such
Additional Interest rate increasing by an additional 0.50% per annum at the
beginning of each subsequent 90-day period;  provided, however, that the
Additional Interest rate on the Notes may not accrue under more than one of the
foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate
amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided
further, however, that (1) upon the filing of the Exchange
Offer Registration Statement or a Shelf Registration Statement (in the case of
clause (i) above), (2) upon the effectiveness of the Exchange Offer
Registration Statement or a Shelf Registration Statement (in the case of clause
(ii) above), (3) upon the exchange of Exchange Notes for all Notes tendered (in
the case of clause (iii)(A) above), or (4) upon the effectiveness of the Shelf
Registration Statement which had ceased to remain effective (in the case of
clause (iii)(B) above), Additional Interest on the Notes as a result of such
clause (or the relevant subclause thereof, as the case may be), shall cease to
accrue.  (b)           The Issuer shall notify the Trustee
and paying agent under the Indenture (or the trustee and paying agent under
such other indenture under which any Transfer Restricted Notes are issued)
promptly upon the happening of each and every event described in clauses
(a)(i), (a)(ii) or (a)(iii) above (each, a Registration Default).  The Issuer shall pay the Additional Interest
due on the Transfer Restricted Notes affected thereby in the manner specified
by the Indenture for the payment of interest. 
The Additional Interest due shall be payable on each interest payment
date specified by the Indenture (or such other indenture) to the record holders
entitled to receive the interest payment to be made on such date.  Each obligation to pay Additional Interest
shall be deemed to accrue from and including the date of the applicable
Registration Default.  (c)           The parties hereto agree that the
Additional Interest provided for in this Section 4 constitutes a
reasonable estimate of the damages that will be suffered by holders of Transfer
Restricted Notes by reason of the occurrence of any Registration Default.  5.             Registration
Procedures  In connection with the Issuers and Guarantors
registration obligations hereunder, the Issuer and Guarantors shall effect such
registrations on the appropriate form available for the sale of the Notes, the
Outstanding Private Notes, the Exchange Notes or Private Exchange Notes, as
applicable, to (i) in the case of the Exchange Offer, permit the exchange
of Exchange Notes for Notes and the Outstanding Private Notes in  11 
   the Exchange Offer and, if applicable, resales of Exchange Notes by
Participating Broker-Dealers and (ii) in the case of a Shelf Registration,
permit the sale of the applicable Transfer Restricted Notes in accordance with
the method or methods of disposition thereof specified by the holders of such
Transfer Restricted Notes, and pursuant thereto each of the Issuer and
Guarantors shall as expeditiously as possible:  (a)           in
the case of a Shelf Registration, a reasonable period of time prior to the
initial filing or submission of a Shelf Registration Statement or Prospectus
and a reasonable period of time prior to the filing or submission of any
amendment or supplement thereto (including any document that would be incorporated
or deemed to be incorporated therein by reference), furnish to the holders of
the Transfer Restricted Notes included in such Shelf Registration Statement,
their Special Counsel and the managing underwriters, if any, copies of all such
documents proposed to be filed or submitted, which documents (other than those
incorporated or deemed to be incorporated by reference) will be subject to the
review of such holders, their Special Counsel and such underwriters, if any,
and cause the officers and directors of the Issuer and the Guarantors, counsel
to the Issuer and the Guarantors and independent certified public accountants
to the Issuer and the Guarantors to respond to such reasonable inquiries as
shall be necessary, in the opinion of respective counsel to such holders and
such underwriters, to conduct a reasonable investigation within the meaning of
the Securities Act; provided that the foregoing inspection and
information gathering shall be conducted by the Initial Purchaser and on behalf
of any other persons, by one counsel designated by and on behalf of such other
persons; provided  further, that Additional Interest shall be suspended
during any period longer than five Business Days after the Issuer and the
Guarantors have provided the information specified above if such inspection and
information gathering has not been completed; provided, however,
that the Issuer and the Guarantors shall not be deemed to have kept a Shelf
Registration Statement effective during the applicable period if either of them
voluntarily takes any unreasonable action or voluntarily fails to take any
reasonable action that results in holders of the Transfer Restricted Notes
covered thereby not being able to sell such Transfer Restricted Notes pursuant
to federal securities laws during that period. 
The Issuer and Guarantors shall not file any such Shelf Registration Statement
or related Prospectus or any amendments or supplements thereto to which the
holders of a majority in principal amount of the Transfer Restricted Notes
included in such Shelf Registration Statement shall reasonably object on a
timely basis;  (b)           prepare
and file with the Commission such amendments, including post-effective
amendments, to each Registration Statement as may be necessary to keep such
Registration Statement continuously effective for the applicable time period
required hereunder; cause the related Prospectus to be supplemented by any
required Prospectus supplement, and as so supplemented to be filed pursuant  12 
   to Rule 424; and comply with the provisions of the
Securities Act and the Exchange Act with respect to the disposition of all
securities covered by such Registration Statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such Registration Statement as so amended or in such Prospectus as so
supplemented;  (c)           notify
the holders of Transfer Restricted Notes to be sold or, in the case of an
Exchange Offer, tendered, and their Special Counsel and the managing
underwriters, if any, promptly and (if requested by any such person) confirm
such notice in writing, (i)(A) when a Prospectus or any Prospectus supplement
or post-effective amendment is proposed to be filed, and (B) with respect to a
Registration Statement or any post-effective amendment, when the same has
become effective, (ii) of any request by the Commission or any other
Federal or state governmental authority for amendments or supplements to a
Registration Statement or related Prospectus or for additional information,
(iii) of the issuance by the Commission, any state securities commission, any
other governmental agency or any court of any stop order or injunction
suspending or enjoining the use of a Prospectus or the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose, (iv) of
the receipt by the Issuer or the Guarantors of any notification with respect to
the suspension of the qualification or exemption from qualification of any of
the Notes, the Outstanding Private Notes, Exchange Notes or Private Exchange
Notes for sale in any jurisdiction, or the initiation or threat of any proceeding
for such purpose, and (v) of the occurrence of any event or information
becoming known to the Issuer or the Guarantors that makes any statement made in
a 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 change 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 they were made, not misleading, and that in the case of a Prospectus,
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 they were made, not misleading;  (d)           use
its reasonable best efforts to avoid the issuance of or, if issued, to obtain
the withdrawal of any order, enjoining or suspending the use of a Prospectus or
the effectiveness of a Registration Statement or the lifting of any suspension
of the qualification (or exemption from qualification) of any of the Notes, the
Outstanding Private Notes, Exchange Notes or Private Exchange Notes for sale in
any jurisdiction, at the earliest practicable moment;  13 
   (e)           if
a Shelf Registration Statement is filed pursuant to Section 3 hereof and
if requested by the managing underwriters, if any, or the holders of a majority
in aggregate principal amount of the Transfer Restricted Notes being sold
pursuant to such Shelf Registration Statement, (i) promptly incorporate in a
prospectus supplement or post-effective amendment such information as the managing
underwriters, if any, and such holders reasonably believe should be included
therein, and (ii) make all required filings of such prospectus supplement
or such post-effective amendment under the Securities Act as soon as
practicable after the Issuer has received notification of the matters to be
incorporated in such Prospectus supplement or post-effective amendment; provided,
however, that the Issuer shall not be required to take any action pursuant
to this Section 5(e) that would, in the opinion of counsel for the Issuer,
violate applicable law;  (f)            upon
written request to the Issuer by a holder of Notes, Outstanding Private Notes,
Exchange Notes or Private Exchange Notes to be exchanged or sold pursuant to a
Registration Statement, or upon request of the Special Counsel or each managing
underwriter, if any, the Issuer shall furnish, without charge, at least one conformed
copy of such Registration Statement and each amendment thereto, including
financial statements and schedules, all documents incorporated or deemed to be
incorporated therein by reference, and all exhibits to the extent requested
(including those previously furnished or incorporated by reference) as soon as
practicable after the filing of such documents with the Commission;  (g)           deliver
to each holder of Notes, Outstanding Private Notes, Exchange Notes or Private
Exchange Notes to be exchanged or sold pursuant to a Registration Statement,
the Special Counsel, and the underwriters, if any, without charge, as many
copies of the Prospectus (including each form of prospectus) and each amendment
or supplement thereto as such person reasonably requests; and each of the Issuer
and the Guarantors hereby consent to the use of such Prospectus and each
amendment or supplement thereto by each of the selling holders of Transfer
Restricted Notes and the underwriters, if any, in connection with the offering
and sale of the Transfer Restricted Notes in accordance with the terms thereof
and with U.S. federal securities laws and blue sky laws, covered by such
Prospectus and any amendment or supplement thereto;  (h)           prior
to any public offering of Notes, Outstanding Private Notes, Exchange Notes or
Private Exchange Notes, use its reasonable best efforts to register or qualify
or cooperate with the holders of Notes, Outstanding Private Notes, Exchange
Notes or Private Exchange Notes to be sold or tendered, the underwriters, if
any, and their respective counsel in connection with the registration or
qualification (or exemption from such registration or qualification) of such
Notes, Outstanding Private Notes, Exchange Notes or Private Exchange Notes for
offer  14 
   and sale under the securities or blue sky laws of such
jurisdictions within the United States as any such holder or underwriter reasonably
requests in writing; keep each such registration or qualification (or exemption
therefrom) effective during the period the applicable Registration Statement is
required to be kept effective hereunder and do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the
Notes, Outstanding Private Notes, Exchange Notes or Private Exchange Notes
covered by the applicable Registration Statement; provided, however,
that neither the Issuer nor the Guarantors shall be required to (i) qualify
generally to do business in any jurisdiction where it is not then so qualified
or (ii) take any action which would subject it to general service of
process or to taxation in any jurisdiction where they are not so subject;  (i)            in
connection with any sale or transfer of Transfer Restricted Notes that will
result in such securities no longer being Transfer Restricted Notes, cooperate
with the holders thereof and the managing underwriters, if any, to facilitate
the timely preparation and delivery of certificates representing Transfer
Restricted Notes to be sold, which certificates shall not bear any restrictive
legends and shall be in a form eligible for deposit with the Common Depositary
(as defined in the Indenture) as the case may be, and to enable such Transfer Restricted
Notes to be in such denominations and registered in such names as the managing
underwriters, if any, or such holders may request at least two Business Days
prior to any sale of Transfer Restricted Notes;  (j)            upon
the occurrence of any event contemplated by Section 5(c)(v) hereof, as promptly
as practicable, prepare a supplement or amendment, including, if appropriate, a
post-effective amendment, to each Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as
thereafter delivered, 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;  (k)           prior
to the effective date of the Exchange Registration Statement, to provide a
CUSIP number for the Exchange Notes (and Private Exchange Notes, if applicable);  (l)            if
a Shelf Registration Statement is filed pursuant to Section 3 hereof, and
if requested by the holders of the Transfer Restricted Securities covered
thereby, enter into such agreements (including an underwriting agreement in
form, scope and substance as is customary in underwritten offerings) and take
all such other reasonable actions in connection therewith (including those
reasonably requested by the managing underwriters, if any, or the holders of a
majority in aggregate  15 
   principal amount of the Transfer Restricted Notes
being sold) in order to expedite or facilitate the disposition of such Transfer
Restricted Notes, and, 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 of such Transfer Restricted
Notes and the underwriters, if any, with respect to the business of the Issuer,
the Guarantors and their subsidiaries (including with respect to businesses or
assets acquired or to be acquired by any of them), and the Shelf 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 customarily requested; (ii) obtain
opinions of counsel to the Issuer 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 to the
holders of the Transfer Restricted Notes being sold), addressed to each selling
holder of Transfer Restricted Notes and each of the underwriters, if any, covering
the matters covered in opinions set forth in Exhibits B and C to the Purchase
Agreement and such other matters as may be reasonably requested by such Special
Counsel and the managing underwriters, if any; (iii) use their best
efforts to obtain customary cold comfort letters and updates thereof from the
independent certified public accountants of the Issuer and the Guarantors (and,
if necessary, any other independent certified public accountants of any subsidiary
of the Issuer or Guarantors or of any business acquired by the Issuer or
Guarantors or any such subsidiary for which financial statements and financial
data is, or is required to be, included in the Shelf Registration Statement),
addressed (where reasonably possible) to each selling holder of Transfer
Restricted Notes and each of the underwriters, if any, such letters to be in
customary form and covering matters of the type customarily covered in cold
comfort letters in connection with underwritten offerings; (iv) if an
underwriting agreement is entered into, the same shall contain indemnification
provisions and procedures substantially the same as those set forth in the
Purchase Agreement (or such other provisions and procedures acceptable to the
Issuer, holders of a majority in aggregate principal amount of Transfer
Restricted Notes covered by such Shelf Registration Statement and the managing
underwriters, if any); and (v) deliver such documents and certificates as
may be reasonably requested by the holders of a majority in aggregate principal
amount of the Transfer Restricted Notes being sold, their Special Counsel and
the managing underwriters, if any, to evidence the continued validity of the
representations and warranties made pursuant to clause (i) above and to
evidence compliance with any customary conditions contained in the underwriting
agreement or other agreement entered into by the Issuer or the Guarantors;  (m)          in
the case of a Shelf Registration, make available for inspection by a
representative of the holders of Transfer Restricted Notes being sold, any underwriter  16 
   participating in any such disposition of Transfer
Restricted Notes, and any attorney, consultant or accountant retained by such
selling holders or underwriter, at the offices where normally kept, during
reasonable business hours, all relevant financial and other records, pertinent
corporate documents and properties of the Issuer and Guarantors and their
subsidiaries (including with respect to businesses and assets acquired or to be
acquired to the extent that such information is available to the Issuer or the
Guarantors), and cause the officers, directors, agents and employees of the
Issuer and Guarantors and their subsidiaries (including with respect to businesses
and assets acquired or to be acquired to the extent that such information is
available to the Issuer or the Guarantors) to supply all information in each
case reasonably requested by any such representative, underwriter, attorney,
consultant or accountant in connection with such Shelf Registration; provided,
however, that such persons shall first agree in writing with the Issuer
that any information that is reasonably and in good faith designated by the
Issuer in writing as confidential at the time of delivery of such information
shall be kept confidential by such persons, unless and to the extent that (i)
disclosure of such information is required by court or administrative order or
is necessary to respond to inquiries of regulatory authorities, (ii) disclosure
of such information is required by law (including any disclosure requirements
pursuant to federal securities laws in connection with the filing of the Shelf
Registration Statement or the use of any Prospectus), (iii) such
information becomes generally available to the public other than as a result of
a disclosure or failure to safeguard such information by such person or
(iv) such information becomes available to such person from a source other
than the Issuer or the Guarantors or their subsidiaries and such source is not
bound by a confidentiality agreement; and provided, further, that
the foregoing inspection and information gathering shall be conducted by the
Initial Purchaser and on behalf of any other persons, by one counsel designated
by and on behalf of such other persons; provided, further that
Additional Interest shall be suspended during any period longer than five
Business Days after the Issuer has provided the information specified above if
such inspection and information gathering has not been completed;  (n)           provide
an indenture trustee for the Notes, the Outstanding Private Notes and/or the
Exchange Notes and Private Exchange Notes, as the case may be, and cause an
indenture to be qualified under the TIA not later than the effective date of
the first Registration Statement relating to the Notes, the Outstanding Private
Notes and/or the Exchange Notes and Private Exchange Notes, as the case may be;
and if such indenture shall be the Indenture, in connection therewith, cooperate
with the Trustee and the holders of the Notes, the Outstanding Private Notes
and/or the Exchange Notes and Private Exchange Notes, to effect such changes to
the Indenture, if any, as may be required for the Indenture to be so qualified
in accordance with the terms of the TIA; and execute, and use its reasonable
efforts to cause the Trustee to execute, all customary documents as may  17 
   be required to effect such changes, and all other
forms and documents required to be filed with the Commission to enable the
Indenture to be so qualified in a timely manner;  (o)           comply
with all applicable rules and regulations of the Commission and make generally
available to its securityholders earning statements satisfying the provisions
of Section 11(a) of the Securities Act and Rule 158, 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 at the end
of any fiscal quarter in which Transfer Restricted Notes are sold to underwriters
in a firm commitment or reasonable efforts underwritten offering and
(ii) if not sold to underwriters in such an offering, commencing on the
first day of the first fiscal quarter after the effective date of a
Registration Statement, which statement shall cover said period, consistent
with the requirements of Rule 158;  (p)           cooperate
with each seller of Transfer Restricted Notes covered by any Registration
Statement and each underwriter, if any, participating in the disposition of
such Transfer Restricted Notes and their respective counsel in connection with
any filings required to be made with the National Association of Securities
Dealers, Inc.; and  (q)           use
its reasonable best efforts to take all other steps reasonably necessary to
effect the registration of the Transfer Restricted Notes covered by a
Registration Statement contemplated hereby.  The Issuer may require a holder of Transfer Restricted
Notes to be included in a Registration Statement to furnish to the Issuer such
information regarding the distribution of such Transfer Restricted Notes as is
required by law to be disclosed in such Registration Statement and the Issuer
may exclude from such Registration Statement the Transfer Restricted Notes of
any holder who fails to furnish such information within a reasonable time after
receiving such request.  If any such Registration Statement refers to any
holder by name or otherwise as the holder of any securities of the Issuer or
Guarantors, then such holder shall have the right to require (i) the
insertion therein of language, in form and substance reasonably satisfactory to
such holder, to the effect that the holding by such holder of such securities
is not to be construed as a recommendation by such holder of the investment
quality of the Issuers or Guarantors securities covered thereby and that such
holding does not imply that such holder will assist in meeting any future financial
requirements of the Issuer or the Guarantors, or (ii) in the event that
such reference to such holder by name or otherwise is not required by the Securities
Act, the deletion of the reference to such holder in any amendment or
supplement to the Registration Statement filed or prepared subsequent to the
time that such reference ceases to be required.  18 
   In the case of an Exchange Registration Statement
pursuant to Section 2 (solely with respect to Participating
Broker-Dealers) or a Shelf Registration pursuant to Section 3 hereof, each
holder of Transfer Restricted Notes agrees by acquisition of such Transfer
Restricted Notes that, upon receipt of any notice from the Issuer of the happening
of any event of the kind described in Section 5(c)(ii), 5(c)(iii),
5(c)(iv) or 5(c)(v) hereof, (A) such holder will forthwith discontinue
disposition of such Transfer Restricted Notes covered by such Registration
Statement or Prospectus until such holders receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(j) hereof, or
until it is advised in writing by the Issuer that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus, and (B) such holder agrees to
maintain the receipt of such notice as confidential information; provided,
that such notice shall be marked confidential by the Issuer.  6.             Registration
Expenses  All fees and expenses incident to the performance of
or compliance with this Agreement by the Issuer and/or the Guarantors shall be
borne jointly and severally by the Issuer and Guarantors whether or not any
Registration Statement is filed or becomes effective and whether or not any
Notes, Outstanding Private Notes, Exchange Notes or Private Exchange Notes are
issued or sold pursuant to any Registration Statement.  The fees and expenses referred to in the
foregoing sentence shall include, without limitation, (i) all registration
and filing fees (including, without limitation, fees and expenses (A) with
respect to filings required to be made with the National Association of
Securities Dealers, Inc. and (B) in compliance with securities or Blue Sky
laws), (ii) printing expenses (including, without limitation, expenses of
printing certificates for Notes, Outstanding Private Notes, Exchange Notes and
Private Exchange Notes in a form eligible for deposit with the Common
Depositary and of printing Prospectuses), (iii) reasonable fees and disbursements
of counsel for the Issuer and Guarantors and, in the case of a Shelf
Registration Statement, the Special Counsel (not to exceed one firm or
counsel), (iv) fees and disbursements of all independent certified public
accountants referred to herein, including in Sections 5(a) and 5(l)(iii)
hereof (including, without limitation, the expenses of any special audit and
cold comfort letters required by or incident to such performance),
(v) if required, the reasonable fees and expenses of any qualified independent
underwriter and its counsel as may be required by the rules and regulations of
the National Association of Securities Dealers, Inc., and (vi) fees and
expenses of all other persons retained by the Issuer and/or the
Guarantors.  In addition, the Issuer
shall pay its internal expenses (including, without limitation, all salaries
and expenses of their respective officers and employees performing legal or
accounting duties), the expense of any annual audit, and the fees and expenses
incurred in connection with the listing of the Notes, Exchange Notes or Private
Exchange Notes to be registered on any securities exchange.  Notwithstanding the foregoing or anything in
this Agreement to the contrary, each holder of Transfer Restricted Notes shall
pay all underwriting discounts and commissions  19 
   of any underwriters with respect to any Notes, Exchange Notes or
Private Exchange Notes sold by or on behalf of it.  7.             Indemnification  (a)           Each of the Issuer and the Guarantors
agrees to indemnify and hold harmless (i) the Initial Purchaser, each holder of
Notes, Exchange Notes, Outstanding Private Notes and Private Exchange Notes and
each Participating Broker-Dealer, (ii) each person, if any, who controls
(within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act) any of the foregoing (any of the persons referred to in this
clause (ii) being hereinafter referred to as a controlling person), and
(iii) the respective officers, directors, partners, employees, representatives
and agents of the Initial Purchaser, each holder of Notes, Outstanding Private
Notes, Exchange Notes and Private Exchange Notes, each Participating
Broker-Dealer and any controlling person (any person referred to in clause (i),
(ii) or (iii) being hereinafter referred to as an Indemnified Person),
from and against any and all losses, claims, damages, liabilities  and judgments arising out of or relating to
any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement, Prospectus or preliminary prospectus or in any
amendment or supplement thereto, or arising out of or relating to any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein (in the case of any
Prospectus or preliminary prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading, except insofar as
such losses, claims, damages, liabilities or judgments are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to any Indemnified Person furnished in writing to the
Issuer by or on behalf of such Indemnified Person expressly for use therein; provided
that the foregoing indemnity with respect to any preliminary prospectus shall
not inure to the benefit of any Indemnified Person from whom the person
asserting such losses, claims, damages, liabilities and judgments purchased
securities if such untrue statement or omission or alleged untrue statement or
omission made in such preliminary prospectus is eliminated or remedied in the
Prospectus and a copy of the Prospectus shall not have been furnished to such
person in a timely manner due to the inaction of such Indemnified Person.  (b)           In case any action shall be brought
against any Indemnified Person, based upon any Registration Statement or any
such Prospectus or preliminary prospectus or any amendment or supplement
thereto and with respect to which indemnity may be sought against the Issuer or
any of the Guarantors hereunder, such Indemnified Person shall promptly notify
the Issuer or such Guarantor, as the case may be, in writing and the Issuer
and/or such Guarantor, as the case may be, shall assume the defense thereof,
including the employment of counsel reasonably satisfactory to such Indemnified
Person and payment of all fees and expenses. 
Any Indemnified Person shall have the right to employ separate counsel
in any such action and participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Indemnified  20 
   Person, unless
(i) the employment of such counsel shall have been specifically authorized
in writing by the Issuer or such Guarantor, as the case may be, (ii) the
Issuer or such Guarantor, as the case may be, shall have failed to assume the
defense and employ counsel or pay all such fees and expenses or (iii) the
named parties to any such action (including any impleaded parties) include both
such Indemnified Person and the Issuer or such Guarantor, as the case may be,
and such Indemnified Person shall have been advised by counsel that there may
be one or more legal defenses available to it which are different from or additional
to those available to the Issuer or such Guarantor, as the case may be, (in
which case the Issuer or such Guarantor, as the case may be, shall not have the
right to assume the defense of such action on behalf of such Indemnified
Person, it being understood, however, that the Issuer or such Guarantors, as
the case may be, shall not, in connection with any one such action or separate
but substantially similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the reasonable
fees and expenses of more than one separate firm of attorneys (in addition to
any local counsel) for all such Indemnified Persons, which firm shall be designated
in writing by such Indemnified Persons, and that all such reasonable fees and expenses
shall be reimbursed as they are incurred). 
The Issuer or Guarantors, as the case may be, shall not be liable for
any settlement of any such action effected without their written consent but if
settled with the written consent of the Issuer or applicable Guarantor, as the
case may be, the Issuer or such Guarantor, as the case may be, agrees to indemnify
and hold harmless each Indemnified Person from and against any loss or
liability by reason of such settlement. 
The Issuer and Guarantors, shall not, without the prior written consent
of each Indemnified Person, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Person is a party and indemnity
could have been sought hereunder by such Indemnified Person, unless such settlement
includes an unconditional release of such Indemnified Person from all liability
on claims that are the subject matter of such proceeding.  (c)           In connection with any Registration
Statement pursuant to which a holder of Transfer Restricted Notes offers or
sells Transfer Restricted Notes, such holder agrees, severally and not jointly,
to indemnify and hold harmless the Issuer and the Guarantors and any person
controlling the Issuer or Guarantors, as the case may be, within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act
and the respective directors, officers, partners, employees, representatives
and agents of the Issuer or Guarantors as the case may be, and its controlling
persons, to the same extent as the foregoing indemnity from the Issuer or
Guarantors, as the case may be, to each Indemnified Person but only with
respect to information relating to such holder furnished in writing by or on
behalf of such holder expressly for use in such Registration Statement.  In any such case in which any action shall
be brought against the Issuer or the Guarantors, any director, officer,
partner, employee, representative or agent of the Issuer or Guarantors or any
controlling persons of the Issuer or the Guarantors, as the case may be, or any
person controlling the Issuer or Guarantors, as the case may be, based on such
Registration Statement and in respect of which indemnity may be sought against
a holder  21 
   of Transfer
Restricted Notes, such holder shall have the rights and duties given to the Issuer
or Guarantors, as the case may be, (except that if the Issuer or Guarantors, as
the case may be, shall have assumed the defense thereof, such holder shall not
be required to do so, but may employ separate counsel therein and participate
in the defense thereof but the fees and expenses of such counsel shall be at
the expense of such holder), and the Issuer or Guarantors, as the case may be,
and the respective directors, officers, partners, employees, representatives
and agents of the Issuer or Guarantors, as the case may be, and its controlling
persons shall have the rights and duties given to the Indemnified Persons by Section 7(b)
hereof.  (d)           If the indemnification provided for
in this Section 7 is unavailable to an indemnified party in respect of any
losses, claims, damages, liabilities or judgments referred to herein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities and judgments (i) in such
proportion as is appropriate to reflect the relative benefits received by each
indemnifying party on the one hand and the indemnified party on the other hand
from the offering of the Notes, the Outstanding Private Notes, the Exchange
Notes or the Private Exchange Notes, as the case may be (it being expressly understood
and agreed that the relative benefits received by the Issuer from the offering
of the Notes, the Outstanding Private Notes, Exchange Notes or Private Exchange
Notes, as the case may be, shall be the amount of the net proceeds received by
the Issuer from the sale of the Notes to the Initial Purchaser), 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 each
indemnifying party on the one hand and the indemnified party on the other hand
in connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or judgments, as well as any other relevant
equitable considerations.  The relative
fault of the indemnifying party on the one hand and the indemnified party on
the other hand shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission to
state a material fact relates to information supplied by an indemnifying party
or such indemnified party and the parties relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission.  The Issuer and the Guarantors, on the one hand, and
the Initial Purchaser, on the other hand, agree that it would not be just and
equitable if contribution pursuant to this Section 7(d) were determined by
pro  rata allocation (even if all Indemnified Persons were treated
as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to in the immediately
preceding paragraph.  The amount paid or
payable by an indemnified party as a result of the losses, claims, damages,
liabilities or judgments referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating  22 
   or defending any such action or claim. 
Notwithstanding the provisions of this Section 7, no Indemnified Person
shall be required to contribute any amount in excess of the amount by which the
net proceeds received by it in connection with the sale of the Notes, the
Outstanding Private Notes, Exchange Notes or Private Exchange Notes contemplated
by this Agreement (or, in the case of an underwriter that is an Indemnified Person,
the total underwriting discounts received by such underwriter) exceeds the
amount of any damages which such Indemnified Person has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.  The
Indemnified Persons obligations to contribute pursuant to this Section 7(d)
are several in proportion to the respective amount of Notes, the Outstanding
Private Notes, Exchange Notes or Private Exchange Notes included in any such
Registration Statement by each Indemnified Person and not joint.  8.             Rule
144A  The Issuer and the Guarantors shall use their best
efforts to file the reports required to be filed by them under the Securities
Act and the Exchange Act in a timely manner and, if at any time they are not
required to file such reports but in the past had been required to or did file
such reports and they are not exempt from reporting pursuant to
Rule 12g3-2(b) under the Exchange Act, they will, upon the request of any
holder of Transfer Restricted Notes, make available such other information as required
by Rule 144A(d)(4) until there cease to be Transfer Restricted Notes
outstanding or the Issuer and the Guarantors cease to have further registration
obligations hereunder.  Notwithstanding
the foregoing, nothing in this Section 8 shall be deemed to require the
Issuer or any Guarantor to register any of their securities pursuant to the
Exchange Act.  9.             Underwritten
Registrations  If any of the Transfer Restricted Notes 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 administer the
offering will be selected by the holders of a majority in aggregate principal
amount of the Transfer Restricted Notes included in such offering, subject to
the consent of the Issuer (which will not be unreasonably withheld or delayed).  No person may participate in any underwritten
registration hereunder unless such person (i) agrees to sell such Transfer
Restricted Notes on the basis reasonably provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.  23 
   10.           Miscellaneous  (a)           Remedies.  In the event of a breach by the Issuer, the
Guarantors or by a holder of Notes, Outstanding Private Notes, Exchange Notes
or Private Exchange Notes of any of its obligations under this Agreement, each
holder of Notes, Outstanding Private Notes, Exchange Notes or Private Exchange
Notes and the Issuer and Guarantors will be entitled to specific performance of
its rights under this Agreement. 
Notwithstanding the provisions of Section 4 hereof, the Issuer and
Guarantors and each holder of Notes, Outstanding Private Notes, Exchange Notes
and Private Exchange Notes agree that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach of any of the
provisions of this Agreement and each hereby further agrees that, in the event
of any action for specific performance in respect of such breach, it shall
waive the defense that a remedy at law would be adequate.  (b)           No Inconsistent Agreements.  The Issuer and Guarantors will not enter
into any agreement with respect to their securities that is inconsistent with
the rights granted to the holders of Notes, Outstanding Private Notes, Exchange
Notes and Private Exchange Notes in this Agreement or otherwise conflicts with
the provisions hereof.  Without the written
consent of the holders of a majority in aggregate principal amount of the outstanding
Transfer Restricted Notes, neither the Issuer nor any Guarantor shall grant to
any person any rights which conflict with or are inconsistent with the
provisions of this Agreement.  (c)           No Piggyback on Registrations.
Neither the Issuer nor any Guarantor shall grant to any of their
securityholders (other than the holders of Transfer Restricted Notes in such
capacity) the right to include any of their securities in any Registration
Statement other than Transfer Restricted Notes.  (d)           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, other than with the prior written consent of the holders of not less
than a majority of the then outstanding aggregate principal amount of Transfer
Restricted Notes; provided, however, that, for the purposes of
this Agreement, Transfer Restricted Notes that are owned, directly or
indirectly, by the Issuer or any of their Affiliates are not deemed outstanding.  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 of Transfer Restricted Notes whose
securities are being sold or tendered pursuant to a Registration Statement and
that does not directly or indirectly affect the rights of other holders of
Transfer Restricted Notes may be given by holders of a majority in aggregate
principal amount of the Transfer Restricted Notes being sold or tendered by
such holders pursuant to such Registration Statement; provided, however,
that the provisions of this sentence may not be amended, modified or
supplemented except in accordance with the provisions  24 
   of the immediately
preceding sentence.  Notwithstanding the
foregoing, no amendment, modification, supplement, waiver or consent with
respect to Section 7 shall be made or given otherwise than with the prior
written consent of each Indemnified Person affected thereby.  (e)           Notices.  All notices and other communications
provided for herein shall be made in writing and delivered by hand-delivery,
next-day air courier, certified first-class mail, return receipt requested,
telex or telecopier:  (i)            if
to the Issuer or any Guarantor, as provided in the Purchase Agreement,  (ii)           if
to the Initial Purchaser, as provided in the Purchase Agreement, or  (iii)          if
to any other person who is then the registered holder of Notes, Outstanding
Private Notes, Exchange Notes or Private Exchange Notes, to the address of such
holder as it appears in the records of the registrar therefor.  Except as otherwise provided in this Agreement, all
such communications shall be deemed to have been duly given:  when delivered by hand, if personally delivered;
one Business  Day after being timely
delivered to a next-day air courier; five Business Days after being deposited
in the mail, postage prepaid, if mailed; when answered back, if telexed; and
when receipt is acknowledged by the recipients telecopier machine, if
telecopied.  (f)            Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and permitted assigns of each of the parties
and shall inure to the benefit of each holder of Notes, Outstanding Private
Notes, Exchange Notes and Private Exchange Notes and each Indemnified Person.
No Issuer or any Guarantor may assign any of their rights or obligations
hereunder without the prior written consent of each holder of Transfer
Restricted Notes and each Indemnified Person unless otherwise permitted under
the Indenture.  Notwithstanding the
foregoing, no successor or assignee of the Issuer or any Guarantor shall have
any of the rights granted under this Agreement until such person shall
acknowledge its rights and obligations hereunder by a signed written statement
of such persons acceptance of such rights and obligations.  (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)           Governing Law; Submission to
Jurisdiction.  THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE  25 
   LAWS OF THE STATE
OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW
YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF, TO THE
EXTENT THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  (i)            Agent for Service; Submission to
Jurisdiction. Each of the parties hereto irrevocably agrees that any suit,
action or proceeding arising out of or relating to this agreement, the Notes or
the Guarantees, or brought under federal or state securities laws, may be
instituted in any federal or state court in the State of New York, borough of
Manhattan; irrevocably waives, to the fullest extent it may effectively do so,
any objection which it may now or hereafter have to the laying of venue of any
such proceeding; and irrevocably submits to the jurisdiction of such courts in
any such suit, action or proceeding. 
The Issuer and the Guarantor have irrevocably appointed CT Corporation
System, located at 111 Eighth Avenue, 13th Floor, New York, NY 10011 as their
respective agents (the Authorized Agent) for service of process in any suit,
action or proceeding arising out of or relating to this agreement, the Notes or
the Guarantees, or brought under federal or state securities laws, that may be
instituted in federal or state courts in the State of New York, borough of
Manhattan.  The Issuer and the Guarantor
expressly consent to the jurisdiction of any such court in respect of any such
action and waives any other requirements of or objections to personal
jurisdiction with respect thereto.  Such
appointment shall be irrevocable unless and until replaced by an agent reasonably
acceptable to the Trustee.  The Issuer
and the Guarantor represent and warrant that the Authorized Agent has agreed to
act as said agent for service of process, and the Issuer and the Guarantor
agree to take any and all action, including the filing of any and all documents
and instruments, that may be necessary to continue such appointment in full
force and effect as aforesaid.  Service
of process upon the Authorized Agent and written notice of such service to the
Issuer or the Guarantor, as applicable, shall be deemed, in every respect,
effective service of process upon the Issuer or the Guarantor.  (j)            Severability.  The remedies provided herein are cumulative
and not exclusive of any remedies provided by law; provided the remedies with
respect to a Registration Default shall be limited to those in Section 4 and
Section 10(a).  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
reasonable 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.  26 
   (k)           Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.  All references made in
this Agreement to Section and paragraph refer to such Section or paragraph
of this Agreement, unless expressly stated otherwise.  (l)            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 Issuer and the Guarantors with respect to the Notes, the
Exchange Notes and the Private Exchange Notes. 
This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.  27 
   IN WITNESS
WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.   UNITED
  BISCUITS FINANCE plc,
  as IssuerBy:
  /s/
  Malcolm RitchieName:
  Malcolm
  RitchieTitle:
  DirectorREGENTREALM
  LIMITED,
  as GuarantorBy:
  /s/
  Malcolm RitchieName:
  Malcolm
  RitchieTitle:
  Director  28 
   The foregoing Agreement is hereby confirmed and accepted as of the date first above written.  By:
  DEUTSCHE
  BANK AG LONDON,as
  Initial PurchaserBy:
  /s/ Brian BassettName:
  Brian BassettTitle:
  Managing DirectorBy:
  /s/ J.C. BowersName:
  J.C. BowersTitle:
  Director