Exhibit 10.60


NEW WORLD RESTAURANT GROUP, INC.


$160,000,000 SENIOR SECURED NOTES DUE 2008


REGISTRATION RIGHTS AGREEMENT


July 8, 2002


JEFFERIES
& COMPANY, INC.

11100 Santa Monica Boulevard

10th Floor

Los Angeles, CA 90025


 


Ladies and
Gentlemen:


NEW WORLD RESTAURANT
GROUP, INC., a Delaware corporation (the “Company” or the “Issuer”), is issuing
and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon
the terms set forth in the Purchase Agreement, dated June 27, 2003 between the
Company and the Initial Purchaser (the “Purchase Agreement”), $160 million
aggregate principal amount of the Company’s Senior Secured Notes due 2008 (the
“Notes”).


1.             Definitions


 


Capitalized terms
that are used herein without definition and are defined in the Purchase Agreement
shall have the respective meanings ascribed to them in the Purchase
Agreement.  As used in this Agreement,
the following terms shall have the following meanings:


Additional Interest:  See Section 4(a).


Advice:  See last paragraph of Section 6.


Agreement:  This Registration Rights Agreement, dated as
of the Closing Date, among the Company, the Subsidiary Guarantors and the
Initial Purchaser.


Applicable
Period:  See Section 2(e).


Business
Day:  A day that is not a
Saturday, a Sunday or a day on which banking institutions in the city of New
York are authorized or required by law or executive order to be closed.


Closing
Date: July 8, 2003.


Collateral Agreements:  Has the meaning set forth in the Indenture.


Company:  See the first introductory paragraph to this
Agreement.


Day:  Unless otherwise expressly provided, a
calendar day.


Effectiveness
Date:  The  150th  day after the Closing Date.


 

















 


Effectiveness Period:  See Section 3(a).


Event Date:  See Section 4(b).


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


Exchange Note:  Senior Secured Notes due 2008,  Series B, of the Issuer, including the
guarantees endorsed thereon, identical in all material respects to the Notes,
except for references to series and restrictive legends.


Exchange Offer:  See Section 2(a).


Exchange Registration Statement:  See Section 2(a).


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


Holder:  Any registered holder of Registrable Notes.


Indemnified Party:  See Section 8(c).


Indemnifying Party:  See Section 8(c).


Indenture:  The Indenture, dated as of the Closing Date,
among the Company, the Subsidiary Guarantors and  The Bank  of New
York, as trustee, pursuant to which the Notes are being issued, as amended or
supplemented from time to time in accordance with the terms hereof.


Initial Purchaser:  See the first introductory paragraph to this
Agreement.


Initial Shelf Registration:  See Section 3(a).


Inspectors:  See Section 6(o).


Issuer:  See the first introductory paragraph to this
Agreement.


Losses:  See Section 8(a).


NASD:  National Association of Securities Dealers,
Inc.


Notes:  See the first introductory paragraph to this
Agreement.


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


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


Private
Exchange: 
See Section 2(f).


 


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Private Exchange Notes:  See Section 2(f).


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 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 Registrable Notes
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.


Purchase Agreement:  See the first introductory paragraph to this
Agreement.


Records:  See Section 6(o).


Registrable Notes:  (i) Notes, (ii) Private Exchange Notes and
(iii) any Exchange Notes received in the Exchange Offer, in each case, that may
not be sold without restriction under federal or state securities laws.


Registration Statement:  Any registration statement of the Issuer
filed with the SEC under the Securities Act (including, but not limited to, the
Exchange Registration Statement, the Shelf Registration and any subsequent
Shelf Registration) that covers any of the Registrable Notes pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective
amendments, all exhibits and all material incorporated by reference or deemed
to be incorporated by reference in such registration statement.


Rule 144:  Rule 144 promulgated 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 providing for offers
and sales of securities made in compliance therewith resulting in offers and
sales by subsequent holders that are not affiliates of an issuer or such
securities being free of the registration and prospectus delivery requirements
of the Securities Act.


Rule 144A:  Rule 144A promulgated 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 promulgated 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 Notes and
the Exchange Notes.


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


Security
Agreement: 
The Pledge and Security Agreement referred to in the Indenture.


 


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Shelf Notice:  See Section 2(j).


Shelf Registration:  See Section 3(b).


Subsequent Shelf Registration:  See Section 3(b).


Subsidiary Guarantor:  Each subsidiary of the Issuer that
guarantees the obligations of the Issuer under the Notes and Indenture.


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


Trustee:  The trustee under the Indenture and, if
existent, the trustee under any indenture governing the Exchange Notes and Private
Exchange Notes (if any).


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


2.             Exchange Offer


 


(a)                                  The
Issuer shall (and shall cause any existing Subsidiary Guarantor to) (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 Registration
Statement”) on an appropriate form under the Securities Act with respect to an
offer (the “Exchange Offer”) to the Holders of Registrable Notes to issue and
deliver to such Holders, in exchange for the Notes, a like aggregate principal
amount of Exchange Notes, (ii) use its best efforts to cause the Exchange
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 Registration Statement effective until the consummation of the
Exchange Offer in accordance with its terms and (iv) unless the Exchange Offer
would not be permitted by a policy of the SEC, commence the Exchange Offer and
use its best efforts to issue on or prior to 30 Business Days after the date on
which the Exchange Registration Statement is declared effective, Exchange Notes
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 Notes shall be issued under, and entitled to the benefits of,
(i) 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 qualifications thereof under the TIA) and
(ii) the Security Agreement or a security agreement that is identical to the
Security Agreement.


(c)                                  Interest
on each Exchange Note and Private Exchange Note will accrue from the last
interest payment due 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 Note and Private 


 


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Exchange Note 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 from time to time during such period.


(d)                                 The
Issuer may require each Holder who participates in the Exchange Offer to
represent (i) that any Exchange Notes received by it will be acquired in the
ordinary course of its business, (ii) that at the time of the commencement of
the Exchange Offer such Holder has not entered into any 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
provisions of the Securities Act, (iii) that if such Holder is an affiliate of
the Issuer within the meaning of the Securities Act, that it will comply with
the registration and prospectus delivery requirements of the Securities Act to
the extent applicable to it, (iv) 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
Notes and (v) if such Holder is a Participating Broker-Dealer, that it will
deliver a Prospectus in connection with any resale of the Exchange Notes.


(e)                                  The
Issuer shall include within the Prospectus contained in the Exchange
Registration Statement a section entitled “Plan of Distribution,” reasonably
acceptable to the Initial Purchaser, which shall contain 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 Notes
received by such broker-dealer in the Exchange Offer for its own account in
exchange for Notes that were acquired by it as a result of market-making or
other trading activity (a “Participating Broker-Dealer”), whether such
positions or policies have been publicly disseminated by the staff of the SEC
or such positions or policies, in the reasonable judgment of the Initial
Purchaser, represent the prevailing views of the staff of the SEC.  Such “Plan of Distribution” section shall
also allow, to the extent permitted by applicable policies and regulations of
the SEC, the use of the Prospectus by all Persons subject to the prospectus
delivery requirements of the Securities Act, including, to the extent so
permitted, all Participating Broker-Dealers, and include a statement describing
the manner in which Participating Broker-Dealers may resell the Exchange
Notes.  The Issuer shall use its best
efforts to keep the Exchange Registration Statement effective and to amend and
supplement the Prospectus contained therein, in order to permit such Prospectus
to be lawfully delivered by all Persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as such Persons must
comply with such requirements in order to resell the Exchange Notes (the
“Applicable Period”).


(f)                                    If,
upon consummation of the Exchange Offer, the Initial Purchaser holds any Notes
acquired by it and having the status of an unsold allotment in the initial
distribution, the Issuer (upon the written request from the Initial Purchaser)
shall, simultaneously with the delivery of the Exchange Notes in the Exchange
Offer, issue and deliver to the Initial Purchaser, in exchange (the “Private
Exchange”)


 


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for the Notes held by the Initial Purchaser, a like principal
amount of debt securities of the Issuer, guaranteed by any then existing
Subsidiary Guarantors and secured by the same collateral as the Exchange Notes,
that are identical in all material respects to the Exchange Notes except for
the existence of restrictions on transfer thereof under the Securities Act and
securities laws of the several states of the U.S. (the “Private Exchange
Notes”) (and which are issued pursuant to the same indenture as the Exchange
Notes). The Private Exchange Notes shall bear the same CUSIP number as the
Exchange Notes.


 


(g)                                 In
connection with the Exchange Offer, the Issuer shall:


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


(ii)                                  utilize
the services of a depository 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 thereof;


(iii)                               permit
Holders to withdraw tendered Registrable 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


(iv)                              otherwise
comply in all material respects with all applicable laws.


(h)                                 As
soon as practicable after the close of the Exchange Offer or the Private
Exchange, as the case may be, the Issuer shall:


(i)                                     accept
for exchange all Notes validly tendered pursuant to the Exchange Offer or the
Private Exchange, as the case may be, and not validly withdrawn;


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


(iii)                               cause
the Trustee to authenticate and deliver promptly to each Holder tendering such
Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in
principal amount to the Notes of such Holder so accepted for exchange.


(i)                                     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 will provide that the Exchange Notes will not
be subject to the transfer restrictions set forth in the Indenture and that the
Exchange Notes, the Private Exchange Notes and the Notes, if any, will be
deemed one class of security (subject to the provisions of the Indenture) and entitled
to participate in all the security granted by the Issuer pursuant to the
Collateral Agreements and in 


 


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any Subsidiary Guarantee as such terms are defined in the
Indenture) on an equal and ratable basis.


(j)                                     If,
(i) prior to the consummation of the Exchange Offer, either the Issuer or the
Holders of a majority in aggregate principal amount of the outstanding
Registrable Notes determines in its or their reasonable judgment that (A) the
Exchange Notes would not, upon receipt, be tradable by the Holders thereof
without restriction under the Securities Act, the Exchange Act or applicable
Blue Sky or state securities laws or (B) the interests of the Holders under
this Agreement, taken as a whole, would be materially and adversely affected by
the consummation of the Exchange Offer, (ii) applicable interpretations of the
staff of the SEC would not permit the consummation of the Exchange Offer prior
to the Effectiveness Date, (iii) the Exchange Offer is not consummated within
180 days of the Closing Date for any reason, (iv) any holder of Private
Exchange Notes so requests in writing to the Issuer within 120 days after the
consummation of the Exchange Offer or (v) in the case of any Holder not
permitted to participate in the Exchange Offer or any Holder that participates
in the Exchange Offer but 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 such Holder as an
affiliate of the Issuer within the meaning of the Securities Act) and so
notifies the Issuer within six months of consummation of the Exchange Offer,
then the Issuer (and any then existing Subsidiary Guarantor) shall promptly deliver
to the Holders and the Trustee written notice thereof (the “Shelf Notice”) and
shall file an Initial Shelf Registration pursuant to Section 3.


3.             Shelf Registration


 


If a Shelf Notice
is delivered pursuant to Section 2(j), then this Section 3 shall apply to all
Registrable Notes.  Otherwise, upon
consummation of the Exchange Offer in accordance with Section 2, the provisions
of Section 3 shall apply solely with respect to (i) Notes held by any Holder
thereof not permitted to participate in the Exchange Offer and (ii) Exchange
Notes that are not freely tradeable as contemplated by Section 2(j)(v) hereof,
provided in each case that the relevant Holder has duly notified the Issuer
within six months of the Exchange Offer as required by Section 2(j)(v).


(a)                                  Initial
Shelf Registration. 
The Issuer shall as promptly as practicable file (and shall cause any
then existing Subsidiary Guarantor to 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 Notes (the “Initial Shelf Registration”).  If the Issuer (and any then existing
Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the
Issuer shall file (and shall cause any then existing Subsidiary Guarantor to
file) with the SEC the Initial Shelf Registration on or prior to the Filing
Date and shall use its best efforts to cause such Initial Shelf Registration to
be declared effective under the Securities Act on or prior to the Effectiveness
Date.  Otherwise, the Issuer shall use
its best efforts to file (and shall cause any then existing Subsidiary
Guarantor to file) with the SEC the Initial Shelf Registration within 20
Business Days of the delivery of the 


 


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Shelf Notice and shall use its best efforts to cause such Shelf
Registration to be declared effective under the Securities Act as promptly as
practicable thereafter.  The Initial
Shelf Registration shall be on Form S-1 or another appropriate form permitting
registration of such Registrable Notes for resale by Holders in the manner or
manners designated by them (including, without limitation, one or more
underwritten offerings).  The Issuer and
Subsidiary Guarantors shall not permit any securities other than the
Registrable Notes to be included in any Shelf Registration.  No Holder of Registrable Notes shall be
entitled to include any of its Registrable Notes in any Shelf Registration
pursuant to this Agreement unless such Holder furnishes to the Issuer and the
Trustee in writing, within 20 Business Days after receipt of a request
therefor, such information as the Issuer and the Trustee after conferring with
counsel with regard to information relating to Holders that would be required
by the SEC to be included in such Shelf Registration or Prospectus included
therein, may reasonably request for inclusion in any Shelf Registration or
Prospectus included therein.  The Issuer
shall use its best efforts to keep the Initial Shelf Registration continuously
effective under the Securities Act until the date that is 24 months from the
Closing Date (the “Effectiveness Period”), or such shorter period ending when
(i) all Registrable Notes 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 Notes has been declared effective under the Securities Act.


(b)                                 Subsequent
Shelf Registrations. 
If the Initial Shelf Registration or any Subsequent 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 securities registered
thereunder), the Issuer shall use its best efforts to obtain the prompt
withdrawal of any order suspending the effectiveness thereof, and in any event
shall within 5 Business Days of such cessation of effectiveness amend such
Shelf Registration in a manner to obtain the withdrawal of the order suspending
the effectiveness thereof, or file (and cause any then existing Subsidiary
Guarantor to file) an additional “shelf” Registration Statement pursuant to
Rule 415 covering all of the Registrable Notes (a “Subsequent Shelf
Registration”).  If a Subsequent Shelf
Registration is filed, the Issuer shall use its best efforts to cause the
Subsequent Shelf Registration to be declared effective as soon 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
or any Subsequent Shelf Registration was previously continuously
effective.  As used herein the term
“Shelf Registration” means the Initial Shelf Registration and any Subsequent
Shelf Registrations


(c)                                  Supplements
and Amendments. 
The Issuer shall promptly supplement and amend any Shelf Registration if
required by the rules, regulations or instructions applicable to the
registration form used for such Shelf Registration, if required by the
Securities Act, or if reasonably requested by the Holders of a majority in 


 


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aggregate principal amount of the Registrable Notes covered by
such Shelf Registration or by any underwriter of such Registrable Notes.


 


4.             Additional Interest


 


(a)                                  The
Issuer acknowledges and agrees that the Holders of Registrable Notes will
suffer damages if the Issuer fails to fulfill its material obligations under
Section 2 or Section 3 hereof and that it would not be feasible to ascertain
the extent of such damages with precision. Accordingly, the Issuer agrees to
pay, as liquidated damages, cash interest on the Notes (“Additional Interest”)
under the circumstances and to the extent set forth below (each of which shall
be given independent effect):


(i)                                     if
neither the Exchange Registration Statement nor the Initial Shelf Registration
has been filed on or prior to the Filing Date, Additional Interest shall accrue
on the Notes over and above any stated interest at a rate of 0.25% per annum of
the principal amount of such Notes for the first 90 days immediately following
the Filing Date, such Additional Interest rate increasing by an additional
0.25% per annum at the beginning of each subsequent 90-day period;


(ii)                                  if
neither the Exchange Registration Statement nor the Initial Shelf Registration
is declared effective on or prior to the Effectiveness Date, Additional
Interest shall accrue on the Notes over and above any stated interest at a rate
of 0.25% per annum of the principal amount of such Notes for the first 90 days
immediately following the Effectiveness Date, such Additional Interest rate
increasing by an additional 0.25% per annum at the beginning of each subsequent
90-day period;


(iii)                               if
(A) the Issuer (and any then existing Subsidiary Guarantor) has not exchanged
Exchange Notes for all Notes validly tendered in accordance with the terms of
the Exchange Offer on or prior to the 180th day after the Closing
Date, (B) the Exchange Registration Statement ceases to be effective at any
time prior to the time that the Exchange offer is consummated, (C) if
applicable, a Shelf Registration has been declared effective and such Shelf
Registration ceases to be effective at any time during the Effectiveness Period
and is not declared effective again within 5 Business Days, or (D) pending the
announcement of a material corporate transaction, the Issuer issues a written
notice pursuant to Section 6(e)(v) or (vi) that a Shelf Registration Statement
or Exchange Registration Statement is unusable and the aggregate number of days
in any 365-day period for which all such notices issued or required to be
issued, have been, or were required to be, in effect exceeds 120 days in the
aggregate or 30 days consecutively, in the case of a Shelf Registration
statement, or 15 days in the aggregate in the case of an Exchange Registration
Statement, then Additional Interest shall accrue on the Notes over and above
any stated interest at a rate of 0.25% per annum of the principal amount of 


 


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such Notes for the first 90 days commencing on the (w) 181st day
after the Closing Date, in the case of (A) above, (x) the date the Exchange
Registration Statement ceases to be effective without being declared effective
again within 5 Business Days, in the case of clause (B) above, (y) the day such
Shelf Registration ceases to be effective in the case of (C) above, or (z) the
day the Exchange Registration Statement or Shelf Registration ceased to be
usable in case of clause (D) above, such Additional Interest rate increasing by
an additional 0.25% per annum at the beginning of each such subsequent 90-day
period;


                                                                                                provided, however, that the
Additional Interest rate on the Notes shall only accrue with respect to one
default under Sections 4(a)(i), (ii) or (iii) at a time (and shall accrue under
the Section affording the highest rate of Additional Interest) and the maximum
Additional Interest rate on the Notes may not exceed at any one time 1.00% per
annum; and provided further, that
(1) upon the filing of the Exchange Registration Statement or Initial Shelf
Registration (in the case of (i) above), (2) upon the effectiveness of the
Exchange Registration Statement or Initial Shelf Registration (in the case of
(ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered
(in the case of (iii)(A) above), or upon the effectiveness of the Exchange
Registration Statement that had ceased to remain effective (in the case of
clause (iii)(B) above), or upon the effectiveness of a Shelf Registration that
had ceased to remain effective (in the case of (iii)(C) 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 within two Business Days after each and every
date on which an event occurs in respect of which Additional Interest is
required to be paid (an “Event Date”). 
Any amounts of Additional Interest due pursuant to clause (a)(i),
(a)(ii) or (a)(iii) of this Section 4 will be payable quarterly, on the dates and in the manner provided
in the Indenture and whether or not any cash interest would then be payable on
such date, commencing with the first such quarterly date occurring after any
such Additional Interest commences to accrue. 
The amount of Additional Interest will be determined by multiplying the
applicable Additional Interest rate by the principal amount of the Notes,
multiplied by a fraction, the numerator of which is the number of days such
Additional Interest rate was applicable during such semi-annual period
(determined on the basis of a 360-day year comprised of twelve 30-day months
and, in the case of a partial month, the actual number of days elapsed), and
the denominator of which is 360.


5.             Hold-Back Agreements


 


The Issuer agrees that it will not effect any public or private
sale or distribution (including a sale pursuant to Regulation D under the
Securities Act) of any securities the same as or similar to those covered by a
Registration Statement filed pursuant to Section 2 or 3 hereof or any
securities convertible into or exchangeable or exercisable for such securities,
during the 10 days prior to, and during the 90-day period beginning on the
effective date of any Registration 


 


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Statement filed pursuant to Sections 2 and 3 hereof unless the
Holders of a majority in the aggregate principal amount of the Registrable
Notes to be included in such Registration Statement consent.


6.             Notes Registration Procdures


 


In connection with
the filing of any Registration Statement pursuant to Section 2 or 3
hereof, the Issuer shall effect such registrations to permit the sale of such
securities covered thereby in accordance with the intended method or methods of
disposition thereof, and pursuant thereto and in connection with any
Registration Statement filed by the Issuer hereunder, the Issuer 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, the Exchange Registration Statement or if
the Exchange Registration Statement is not filed because of the circumstances
contemplated by Section 2(j)(ii), a Shelf Registration as prescribed by Section
3, and use its best efforts to cause each such Registration Statement to become
effective and remain effective as provided herein; provided that, if (1) a Shelf Registration is filed pursuant
to Section 3, or (2) a Prospectus contained in an Exchange 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
Notes during the Applicable Period, before filing any Registration Statement or
Prospectus or any amendments or supplements thereto the Issuer shall, if
requested, furnish to and afford the Holders of the Registrable Notes to be
registered pursuant to such Shelf Registration statement, or each Participating
Broker-Dealer and to their counsel and the managing underwriters, if any, a
reasonable opportunity to review copies of all such documents (including copies
of any documents to be incorporated by reference therein and all exhibits
thereto) proposed to be filed.  The
Issuer shall not file any such Registration Statement or Prospectus or any
amendments or supplements thereto in respect of which the Holders must provide
information for inclusion therein without the Holders being afforded a
reasonable opportunity to review such documentation.


(b)                                 Provide
an indenture trustee for the Registrable Notes, the Exchange Notes or the
Private Exchange Notes, as the case may be, and cause the Indenture (or other
indenture relating to the Registrable Notes) to be qualified under the TIA not
later than the effective date of the first Registration Statement; and in
connection therewith, to 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 its 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 amendments and post-effective amendments to each
Shelf Registration or Exchange Registration Statement, as the case may be, as
may be necessary to keep such Registration Statement continuously effective for
the Effectiveness Period or the Applicable Period, as the case may 


 


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be; 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)
promulgated under the Securities Act; and comply with the provisions of the
Securities Act and the Exchange Act applicable to it with respect to the
disposition of all securities covered by such Registration Statement as so
amended or in such Prospectus as so supplemented and with respect to the
subsequent resale of any securities being sold by a Participating Broker-Dealer
covered by any such Prospectus.  The
Issuer shall not, during the Applicable Period take any action that would
result in selling Holders of the Registrable Notes covered by a Registration
Statement or Participating Broker-Dealers seeking to sell Exchange Notes not
being able to sell such Registrable Notes or such Exchange Notes during that
period, unless such action is required by applicable law, rule or regulation.


(d)                                 Furnish
to such selling Holders and Participating Broker-Dealers who so request in
writing (i) upon the Company’s receipt, a copy of the order of the SEC
declaring such Registration Statement and any post-effective amendment thereto
effective and (ii) such reasonable number of copies of such Registration
Statement and of each amendment and supplement thereto (in each case including
any documents incorporated therein by reference and all exhibits), (iii) such
reasonable number of copies of the Prospectus included in such Registration
Statement (including each preliminary Prospectus), and such reasonable number
of copies of the final Prospectus as filed by the Company pursuant to Rule
424(b) under the Securities Act, in conformity with the requirements of the
Securities Act, and (iv) such other documents, (including any amendments
required to be filed pursuant to clause (c) of this Section), as any such
Person may reasonably request.  The
Company hereby consents to the use of the Prospectus by each of the selling
Holders of Registrable Notes or 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 Notes covered by, or
the sale by Participating Broker-Dealers of the Exchange Notes pursuant to,
such Prospectus and any amendment thereto.


(e)                                  If
(1) a Shelf Registration is filed pursuant to Section 3, or (2) a Prospectus
contained in an Exchange 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 Notes during the Applicable Period,
the Company shall notify in writing the selling Holders of Registrable Notes,
or each such Participating Broker-Dealer, as the case may be, their counsel and
the managing underwriters, if any, promptly (but in any event within 2 Business
Days) (i) when a Prospectus or any Prospectus supplement 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 (including in such
notice a written statement that any Holder may, upon request, obtain, without
charge, one conformed copy of such Registration Statement or post-effective
amendment including financial statements and schedules, documents incorporated
or deemed to be incorporated by reference and exhibits), (ii) of the 


 


12

















 


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) if
at any time when a Prospectus is required by the Securities Act to be delivered
in connection with sales of the Registrable Notes the representations and
warranties of the Issuer contained in any agreement (including any underwriting
agreement) contemplated by Section 6(n) hereof cease to be true and correct,
(iv) of the receipt by the Issuer of any notification with respect to the
suspension of the qualification or exemption from qualification of a
Registration Statement or any of the Registrable Notes or the Exchange Notes to
be sold by any Participating Broker-Dealer for offer or sale in any
jurisdiction, or the initiation of any proceeding for such purpose, (v) of the
happening of any event, the existence of any condition of any information becoming
known 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
changes in, or amendments or supplements to, such Registration Statement,
Prospectus or documents so that, in the case of the Registration Statement and
the 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, and (vi) of any reasonable determination by the
Company that a post-effective amendment to a Registration Statement would be
appropriate.


(f)                                    Use
its best efforts to prevent the issuance of any order suspending the
effectiveness of a Registration Statement or of any order preventing or
suspending the use of a Prospectus or suspending the qualification (or
exemption from qualification) of any of the Registrable Notes or the Exchange
Notes to be sold by any Participating Broker-Dealer, for sale in any
jurisdiction, and, if any such order is issued, to use its best efforts to
obtain the withdrawal of any such order at the earliest possible date.


(g)                                 If
(A) a Shelf Registration is filed pursuant to Section 3 or (B) a Prospectus
contained in an Exchange 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 Notes during the Applicable Period or
(C) requested by the managing underwriters, if any, or the Holders of a
majority in aggregate principal amount of the Registrable Notes being sold in
connection with an underwritten offering, (i) promptly incorporate in a
prospectus supplement or post-effective amendment such information or revisions
to information therein relating to such underwriters or selling Holders as the
managing underwriters, if any, or such Holders or their counsel reasonably
request to be included or made therein and (ii) make all required filings of
such prospectus supplement or such post-effective amendment as soon as
practicable after the Issuer has received notification of the matters to be incorporated
in such prospectus supplements or post-effective amendment.


 


13

















 


(h)                                 Prior
to any public offering of Registrable Notes or any delivery of a Prospectus
contained in the Exchange Registration Statement by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period,
use its best efforts to register or qualify, and to cooperate with the selling
Holders of Registrable Notes or each such Participating Broker-Dealer, as the case
may be, the underwriters, if any, and their respective counsel in connection
with the registration or qualification (or exemption from such registration or
qualification) of such Registrable Notes or Exchange Notes, as the case may be,
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
any managing underwriter or underwriters, if any, reasonably request in
writing; provided that where
Exchange Notes held by Participating Broker-Dealers or Registrable Notes are
offered other than through an underwritten offering, the Issuer agrees to cause
its counsel to perform Blue Sky investigations and file any registrations and
qualifications required to be filed pursuant to this Section 6(h); 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 reasonably necessary or advisable to enable
the disposition in such jurisdictions of the Exchange Notes held by
Participating Broker-Dealers or the Registrable Notes covered by the applicable
Registration Statement; provided
that neither the Issuer nor any existing Subsidiary Guarantor shall be required
to (A) qualify generally to do business in any jurisdiction where it is not
then so qualified, (B) take any action that would subject it to general service
of process in any such jurisdiction where it is not then so subject or (C)
subject itself to taxation in any such jurisdiction where it is not then so
subject.


(i)                                     If
(A) a Shelf Registration is filed pursuant to Section 3 or (B) a Prospectus
contained in an Exchange Registration Statement filed pursuant to Section 2 is
requested to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period,
cooperate with the selling Holders of Registrable Notes and the managing
underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Notes 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; and enable such
Registrable Notes to be in such denominations and registered in such names as
the managing underwriter or underwriters, if any, or Holders may reasonably
request.


(j)                                     Use
its best efforts to cause the Registrable Notes covered by any Registration
Statement to be registered with or approved by such governmental agencies or
authorities as may be necessary to enable the seller or sellers thereof or the
underwriter, if any, to consummate the disposition of such Registrable Notes,
except as may be required solely as a consequence of the nature of such selling
Holder’s business, in which case the Issuer will cooperate in all reasonable
respects with the filing of such Registration Statement and the granting of
such approvals.


 


14

















 


(k)                                  If
(1) a Shelf Registration is filed pursuant to Section 3, or (2) a Prospectus
contained in an Exchange 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 Notes during the Applicable Period, upon the
occurrence of any event contemplated by paragraph 6(e)(v) or 6(e)(vi) hereof,
as promptly as practicable prepare and file with the SEC, at the expense of the
Issuer, a supplement or post-effective amendment to the Registration Statement
or a supplement to the related Prospectus or any 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
Notes being sold thereunder or to the purchasers of the Exchange Notes 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.


(l)                                     Use
its best efforts to cause the Registrable Notes covered by a Registration
Statement to be rated with appropriate rating agencies as may be reasonably
requested by the Holders of a majority in aggregate principal amount of
Registrable Notes covered by such Registration Statement or the managing
underwriter or underwriters, if any.


(m)                               Prior
to the initial issuance of the Exchange Notes, (i) provide the Trustee with one
or more certificates for the Registrable Notes in a form eligible for deposit
with The Depository Trust Company and (ii) provide a CUSIP number for the
Exchange Notes.


(n)                                 If a
Shelf Registration is filed pursuant to Section 3, enter into such agreements
(including an underwriting agreement in form, scope and substance as is
customary in underwritten offerings of debt securities similar to the Notes, as
may be appropriate in the circumstances) and take all such other actions in
connection therewith (including those reasonably requested by the managing
underwriters, if any, or the Holders of a majority in aggregate principal
amount of the Registrable Notes being sold) in order to expedite or facilitate
the registration or the disposition of such Registrable Notes, 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 its subsidiaries, 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 of debt securities similar to the Notes, as may be
appropriate in the circumstances, and confirm the same if and when reasonably
required; (ii) obtain opinions of counsel to the Company and updates thereof
(which counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the managing underwriters, if any, and the Holders of a majority
in aggregate principal amount of the Registrable Notes being sold), addressed
to 


 


15

















 


each selling Holder and each of the underwriters, if any, covering
the matters customarily covered in opinions of counsel to the Issuer requested
in underwritten offerings of debt securities similar to the Notes, as may be
appropriate in the circumstances; (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) from the independent
certified public accountants of the Company (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 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 of
debt securities similar to the Notes, as may be appropriate in the
circumstances, and such other matters as reasonably requested by the
underwriters; and (iv) deliver such documents and certificates as may be
reasonably requested by the Holders of a majority in principal amount of the
Registrable Notes being sold and the managing underwriters, if any, to evidence
the continued validity of the representations and warranties of the Company and
its subsidiaries 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.


(o)                                 If
(1) a Shelf Registration is filed pursuant to Section 3, or (2) a Prospectus
contained in an Exchange 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 Notes during the Applicable Period,
make available for inspection by any selling Holder of such Registrable Notes
being sold, or each such Participating Broker-Dealer, as the case may be, any
underwriter participating in any such disposition of Registrable Notes, if any,
and any attorney, accountant or other agent retained by any such selling Holder
or each such Participating Broker-Dealer, as the case may be, or underwriter
(collectively, the “Inspectors”), at the offices where normally kept, during
reasonable business hours, all financial and other records and pertinent
corporate documents of the Issuer and its subsidiaries (collectively, the
“Records”) as shall be reasonably necessary to enable them to exercise any
applicable due diligence responsibilities, and cause the officers, directors
and employees of the Issuer and its subsidiaries to supply all information
reasonably requested by any such Inspector in connection with such Registration
Statement.  Such Records shall be kept
confidential by each Inspector and shall not be disclosed by the Inspector
unless (i) the disclosure of such Records is necessary to avoid or correct a
material misstatement or omission in such Registration Statement, (ii) the
release of such Records is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction, (iii) the information in such Records is
public or has been made generally available to the public other than as a
result of a disclosure or failure to safeguard by such Inspector or (iv)
disclosure of such information is, in the opinion of counsel for any Inspector,
necessary or advisable in connection with any action, claim, suit or
proceeding, directly or indirectly, involving or 


 


16

















 


potentially involving such Inspector and arising out of, based
upon, related to, or involving this Agreement, or any transaction contemplated
hereby or arising hereunder.  Each
selling Holder of such Registrable Notes and each such Participating
Broker-Dealer will be required to agree that information obtained by it as a
result of such inspections shall be deemed confidential and shall not be used
by it as the basis for any market transactions in the securities of the Issuer
unless and until such is made generally available to the public.  Each selling Holder of such Registrable
Notes and each such Participating Broker-Dealer will be required to further
agree that it will, upon learning that disclosure of such Records is sought in
a court of competent jurisdiction, give notice to the Issuer and, to the extent
practicable, use its best efforts to allow the Issuer, at its expense, to
undertake appropriate action to prevent disclosure of the Records deemed
confidential at their expense.


(p)                                 Comply
with all applicable rules and regulations of the SEC and make generally
available to the security holders of the Company earning 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 at the end of
any fiscal quarter in which Registrable Notes 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.


(q)                                 Upon
consummation of an Exchange Offer or Private Exchange, obtain an opinion of
counsel to the Company (in form, scope and substance reasonably satisfactory to
the Purchaser), addressed to the Trustee for the benefit of all Holders
participating in the Exchange Offer or Private Exchange, as the case may be, to
the effect that (i) the Company and the existing Subsidiary Guarantors have
duly authorized, executed and delivered the Exchange Notes or the Private
Exchange Notes, as the case may be, and the Indenture, (ii) the Exchange Notes
or the Private Exchange Notes, as the case may be, and the Indenture constitute
legal, valid and binding obligations of the Company and the existing Subsidiary
Guarantors, enforceable against the Company and the existing Subsidiary
Guarantors in accordance with their respective terms, except as such
enforcement may be subject to customary exceptions and (iii) all obligations of
the Company and the existing Subsidiary Guarantors under the Exchange Notes or
the Private Exchange Notes, as the case may be, and the Indenture are secured
by Liens on the assets securing the obligations of the Company under the Notes,
the Indenture and Collateral Agreements.


(r)                                    If
the Exchange Offer or a Private Exchange is to be consummated, upon delivery of
the Registrable Notes by the Holders to the Issuer (or to such other Person as
directed by the Issuer) in exchange for the Exchange Notes of the Private
Exchange Notes, as the case may be, the Issuer shall mark, or caused to be 


 


17

















 


marked, on such Registrable Notes that such Registrable Notes are
being cancelled in exchange for the Exchange Notes or the Private Exchange
Notes, as the case may be; provided
that in no event shall such Registrable Notes be marked as paid or otherwise
satisfied.


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


(t)                                    Use
its best efforts to take all other steps reasonably necessary to effect the
registration of the Registrable Notes covered by a Registration Statement
contemplated hereby.


(u)                                 The
Issuer may require each seller of Registrable Notes or Participating
Broker-Dealer as to which any registration is being effected to furnish to the
Issuer such information regarding such seller or Participating Broker-Dealer
and the distribution of such Registrable Notes as the Issuer may, from time to
time, reasonably request.  The Issuer
may exclude from such registration the Registrable Notes of any seller who
fails to furnish such information within a reasonable time (which time in no
event shall exceed 60 days) after receiving such request.


(v)                                 Each
Holder of Registrable Notes and each Participating Broker-Dealer agrees by
acquisition of such Registrable Notes or Exchange Notes to be sold by such
Participating Broker-Dealer, as the case may be, that, upon receipt of any
notice from the Issuer of the happening of any event of the kind described in
Section 6(e)(ii), 6(e)(iv), 6(e)(v), or 6(e)(vi), such Holder will forthwith
discontinue disposition of such Registrable Notes covered by a Registration
Statement and such Participating Broker-Dealer will forthwith discontinue
disposition of such Exchange Notes pursuant to any Prospectus and, in each
case, forthwith discontinue dissemination of such Prospectus until such
Holder’s or Participating Broker-Dealer’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 6(k), or until it is
advised in writing (the “Advice”) by the Issuer that the use of the applicable
Prospectus may be resumed, and has received copies of any amendments or
supplements thereto and, if so directed by the Issuer, such Holder or
Participating Broker-Dealer, as the case may be, will deliver to the Issuer all
copies, other than permanent file copies, then in such Holder’s or
Participating Broker-Dealer’s possession, of the Prospectus covering such
Registrable Notes current at the time of the receipt of such notice.  In the event the Issuer shall give any such
notice, 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 Participating Broker-Dealer shall have received
(x) the copies of the supplemented or amended Prospectus contemplated by
Section 6(k) or (y) the Advice.


 


18

















 


7.             Registration Expenses


 


(a)                                  All
fees and expenses incident to the performance of or compliance with this
Agreement by the Issuer shall be borne by the Issuer, whether or not the
Exchange Offer or a Shelf Registration is filed or becomes effective,
including, without limitation, (i) all registration and filing fees, including,
without limitation, (A) fees with respect to filings required to be made with
the NASD in connection with any underwritten offering and (B) fees and expenses
of compliance with state securities or Blue Sky laws as provided in Section
6(h) hereof, (ii) printing expenses, including, without limitation, expenses of
printing Prospectuses if the printing of Prospectuses is requested by the managing
underwriter or underwriters, if any, or by the Holders of a majority in
aggregate principal amount of the Registrable Notes included in any
Registration Statement or by any Participating Broker-Dealer during the
Applicable Period, as the case may be, (iii) messenger, telephone and delivery
expenses incurred in connection with the performance of its obligations
hereunder, (iv) fees and disbursements of counsel for the Issuer, (v) fees and
disbursements of all independent certified public accountants referred to in
Section 6(n)(iii) (including, without limitation, the expenses of any special
audit and “cold comfort” letters required by or incident to such performance),
(vi) rating agency fees, (vii) Securities Act liability insurance, if the
Issuer desires such insurance, (viii) fees and expenses of all other Persons
retained by the Issuers, (ix) internal expenses of the Issuer (including,
without limitation, all salaries and expenses of officers and employees of the
Issuer performing legal or accounting duties), (x) the expense of any annual
audit, (xi) the fees and expenses of the Trustee and the Exchange Agent and
(xii) the expenses relating to printing, word processing and distributing all
Registration Statements, underwriting agreements, securities sales agreements,
indentures and any other documents necessary in order to comply with this
Agreement.


(b)                                 The
Company 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
Notes to be included in any Registration Statement.  The Company shall pay all documentary, stamp, transfer or other
transactional taxes attributable to the issuance or delivery of the Exchange
Notes or Private Exchange Notes in exchange for the Notes; provided that the Company shall not be
required to pay taxes payable in respect of any transfer involved in the
issuance or delivery of any Exchange Note or Private Exchange Note in a name
other than that of the Holder of the Note in respect of which such Exchange
Note or Private Exchange Note is being issued. 
The Company shall reimburse the Holders for fees and expenses (including
fees and expenses of counsel to the Holders) relating to any enforcement of any
rights of the Holders under this Agreement.


8.             Indemnification


 


(a)                                  Indemnification
by the Company. 
The Company shall (and shall cause each Subsidiary Guarantor, jointly
and severally, to), without limitation as to time,


 


19

















 


indemnify and hold harmless each Holder of Registrable Notes,
Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer
selling Exchange Notes during the Applicable Period, each Person, if any, who
controls each such Holder (within the meaning of Section 15 of the Securities
Act or Section 20(a) of the Exchange Act) and the officers, directors and
partners of each such Holder, Participating Broker-Dealer and controlling person,
to the fullest extent lawful, from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, reasonable costs of
preparation and reasonable attorneys’ fees as provided in this Section 8) and
expenses (including, without limitation, reasonable costs and expenses incurred
in connection with investigating, preparing, pursuing or defending against any
of the foregoing) (collectively, “Losses”), as incurred, directly or indirectly
caused by, related to, based upon, arising out of or in connection with any
untrue or alleged untrue statement of a material fact contained in any
Registration Statement, Prospectus or form of prospectus, or in any amendment
or supplement thereto, or in any preliminary prospectus, 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, except insofar as such Losses are
solely based upon information relating to such Holder or Participating
Broker-Dealer and furnished in writing to the Company (or reviewed and approved
in writing) by such Holder or Participating Broker-Dealer or its counsel
expressly for use therein; provided,
however, that the Company will
not be liable to any Indemnified Party (as defined below) under this Section 8
to the extent Losses were solely caused by an untrue statement or omission or
alleged untrue statement or omission that was contained or made in any preliminary
prospectus and corrected in the Prospectus or any amendment or supplement
thereto if (i) the Prospectus does not contain any other untrue statement or
omission or alleged untrue statement or omission of a material fact that was
the subject matter of the related proceeding, (ii) any such Losses resulted
from an action, claim or suit by any Person who purchased Registrable Notes or
Exchange Notes that are the subject thereof from such Indemnified Party and
(iii) it is established in the related proceeding that such Indemnified Party
failed to deliver or provide a copy of the Prospectus (as amended or
supplemented) to such Person with or prior to the confirmation of the sale of
such Registrable Notes or Exchange Notes sold to such Person if required by applicable
law, unless such failure to deliver or provide a copy of the Prospectus (as
amended or supplemented) was a result of noncompliance by the Issuer with
Section 6 of this Agreement.  The Issuer
shall also indemnify underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution, their
officers, directors, agents and employees and each Person who controls such
Persons (within the meaning of Section 5 of the Securities Act or Section 20(a)
of the Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders or the Participating Broker-Dealer.


(b)                                 Indemnification
by Holder. 
In connection with any Registration Statement, Prospectus or form of
prospectus, any amendment or supplement thereto, or any preliminary prospectus
in which a Holder is participating, such Holder shall 


 


20

















 


furnish to the Company in writing such information as the Company
reasonably requests for use in connection with any Registration Statement,
Prospectus or form of prospectus, any amendment or supplement thereto, or any
preliminary prospectus and shall, without limitation as to time, indemnify and
hold harmless the Company, its directors and each Person, if any, who controls
the Company (within the meaning of Section 15 of the Securities Act and Section
20(a) of the Exchange Act), and the directors, officers and partners of such
controlling persons, to the fullest extent lawful, from and against all Losses
arising out of or based upon any untrue or alleged untrue statement of a
material fact contained in any Registration Statement, Prospectus or form of
prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, 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 the light of the circumstances under which they were made, not misleading to
the extent, but only to the extent, that such losses are finally judicially
determined by a court of competent jurisdiction in a final, unappealable order
to have resulted solely from an untrue statement or alleged untrue statement of
a material fact or omission or alleged omission of a material fact contained in
or omitted from any information so furnished in writing by such Holder to the
Company expressly for use therein. 
Notwithstanding the foregoing, in no event shall the liability of any
selling Holder be greater in amount than the dollar amount of the proceeds (net
of payment of all expenses) received by such Holder upon the sale of the
Registrable Notes giving rise to such indemnification obligation.


(c)                                  Conduct
of Indemnification Proceedings.  If any proceeding shall be brought or
asserted against any Person entitled to indemnity hereunder (an “Indemnified
Party”), such Indemnified Party shall promptly notify the party or parties from
which such indemnity is sought (the “Indemnifying Party” or “Indemnifying
Parties”, as applicable) 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 Party 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
its 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:  (1) the Indemnifying Party has agreed to pay such fees and
expenses; or (2) the Indemnifying Party 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 (3) the named parties to
any such proceeding (including any impleaded parties) include both such
Indemnified Party and the Indemnifying Party or any of its affiliates or
controlling persons, and such Indemnified Party shall have been advised by
counsel that there may be one or more defenses available to such 


 


21

















 


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 and the reasonable fees and expenses of
such counsel shall be at the expense of the Indemnifying Party; it being
understood, however, that, the Indemnifying Party 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, which shall not be unreasonably withheld, 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 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 in respect of such proceeding for which such
Indemnified Party would be entitled to indemnification hereunder (whether or
not any Indemnified Party is a party thereto).


(d)                                 Contribution.  If the indemnification provided for in this
Section 8 is unavailable to an Indemnified Party or is insufficient to hold
such Indemnified Party harmless for any Losses in respect of which this Section
8 would otherwise apply by its terms (other than by reason of exceptions
provided in this Section 8), 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, in such proportion as is appropriate to reflect
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 8(a) or 8(b) was
available to such party.


 


22

















 


The parties hereto
agree that it would not be just and equitable if contribution pursuant to this
Section 8(d) were determined by pro rata allocation or by 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 8(d), 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
of (i) the aggregate proceeds received by such Holder pursuant to the sale of
such Registrable Notes or Exchange Notes 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 (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 indemnity and
contribution agreements contained in this Section 8 are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties.


9.             Rules 144 and 144A


 


The Company
covenants that it shall (a) file the reports required to be filed by it (if so
required) under the Securities Act and the Exchange Act in a timely manner and,
if at any time the Company is not required to file such reports, it will, upon
the request of any Holder of Registrable Notes, make publicly available other
information necessary to permit sales pursuant to Rule 144 and 144A and (b)
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
Notes without registration under the Securities Act pursuant to the exemptions
provided by Rule 144 and Rule 144A. 
Upon the request of any Holder, the Company shall deliver to such Holder
a written statement as to whether it has complied with such information and
requirements.


10.           Underwritten Registrations of Registrable Notes


 


If any of the
Registrable Notes covered by any Shelf Registration is 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 Notes included in
such offering; provided, however, that such investment banker or
investment bankers and manager or managers must be reasonably acceptable to the
Issuer.


No Holder of
Registrable Notes may participate in any underwritten registration hereunder
unless such Holder (a) agrees to sell such Holder’s Registrable Notes on the
basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements and (b) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents required under the terms of such underwriting arrangements.


11.           Miscellaneous


 


(a)                                  No
Inconsistent Agreements. 
The Issuer has not entered, as of the date hereof, and the Issuer shall
not enter, after the date of this Agreement, into any agreement 


 


23

















 


with respect to any of its securities that is inconsistent with
the rights granted to the Holders of Securities in this Agreement or otherwise
conflicts with the provisions hereof. 
The Issuer has not entered and will not enter into any agreement with
respect to any of its securities that will grant to any Person piggy-back
rights with respect to a Registration Statement.


(b)                                 Adjustments
Affecting Registrable Notes.  The Company shall not, directly or
indirectly, take any action with respect to the Registrable Notes as a class
that would adversely affect the ability of the Holders to include such
Registrable Notes in a registration undertaken pursuant to this Agreement.


(c)                                  Amendments
and Waivers. 
The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, otherwise than with the prior written consent of (A) in
circumstances that would adversely affect any Holders of Registrable Notes or
the Holders of not less than a majority in aggregate principal amount of the
then outstanding Registrable Notes, and (B) in circumstances that would
adversely affect Participating Broker-Dealers, the Participating Broker-Dealers
holding not less than a majority in aggregate principal amount of the Exchange
Notes held by all Participating Broker-Dealers; provided, however,
that Section 8 and this Section 11(c) may not be amended, modified or
supplemented without the prior written consent of each Holder and each
Participating Broker-Dealer (including any Person who was a Participating
Broker-Dealer Holder of Registrable Notes or Exchange Notes, as the case may
be, disposed of pursuant to any Registration Statement). 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
Registrable Notes whose securities are being tendered pursuant to the Exchange
Offer or sold pursuant to a Registration Statement and that does not directly
or indirectly affect, impair, limit or compromise the rights of other Holders
of Registrable Notes may be given by Holders of at least a majority in
aggregate principal amount of the Registrable Notes being tendered or being
sold by such Holders pursuant to such Registration Statement.


(d)                                 Notices.  All notices and other communications
provided for or permitted hereunder shall be made in writing by hand delivery,
registered first-class mail, next-day air courier or telecopier:


(i)                                     if to
a Holder of Securities or to any Participating Broker-Dealer, at the most
current address of such Holder or Participating Broker-Dealer, as the case may
be, set forth on the records of the registrar of the Notes, with a copy in like
manner to the Initial Purchaser as follows:


 


24

















 


JEFFERIES & COMPANY, INC.

11100 Santa Monica Boulevard, 10th Floor

Los Angeles, California 90025

Facsimile No.:  (310) 575-5166

Attention:  M. Brent Stevens


                with a copy
to:


Mayer, Brown, Rowe & Maw

1675 Broadway

New York, New York  10019

Facsimile No.:  (212) 262-1910

Attention:  Ronald S. Brody


(ii)                                  if to
the Initial Purchaser, at the address specified in Section 12(d)(1);


(iii)                               if to
the Issuer, as follows:


New World Restaurants Group, Inc. 

1687 Cole Boulevard

Golden, Colorado  80401

Facsimile No.:  (303) 568-8120

Attention:  Anthony D. Wedo


                with a copy
to:


Proskauer Rose LLP 

1585 Broadway

New York, New York 10036

Facsimile No.: (212) 969-2900


Attention:  Julie M. Allen


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 United States mail,
postage prepaid, if mailed; one business day after being timely delivered to a
next-day air courier guaranteeing overnight delivery; and when receipt is
acknowledged by the addressee, if telecopied.


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 such 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
of Securities.


 


25

















 


(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.


(h)                                 Governing
Law.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW.  THE COMPANY 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 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 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 ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.  THE
COMPANY 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 AT ITS SAID
ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY
HOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.


(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 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 


 


26

















 


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)                                     Securities
Held by the Issuer or Its Affiliates.  Whenever the consent or approval of Holders
of a specified percentage of Securities is required hereunder, Securities held
by the Issuer or its affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted for any purpose in determining whether
such consent or approval was given by the Holders of such required percentage.


(k)                                  Third
Party Beneficiaries. 
Holders and Participating Broker-Dealers are intended third party
beneficiaries of this Agreement and this Agreement may be enforced by such
Persons.


(l)                                     Entire
Agreement. 
This Agreement, together with the Purchase Agreement, the Indenture and
the Collateral Agreements, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect
of the subject matter contained herein and therein and any and all prior oral
or written agreements, representations, or warranties, contracts,
understanding, correspondence, conversations and memoranda between the Initial
Purchaser on the one hand and the Issuer on the other, or between or among any
agents, representatives, parents, subsidiaries, affiliates, predecessors in
interest or successors in interest with respect to the subject matter hereof
and thereof are merged herein and replaced hereby.


 


27

















 


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


 


	
   

  	
  NEW WORLD RESTAURANT GROUP,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Anthony D. Wedo

  
	
   

  	
   

  	
  Title:

  	
  Chairman and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CHESAPEAKE BAGEL FRANCHISE

  CORP., a New Jersey corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WILLOUGHBY’S INCORPORATED,
  a

  Connecticut corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


28

















 


 


	
   

  	
  MANHATTAN BAGEL COMPANY,
  INC.,

  a New Jersey corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  I. & J. BAGEL, INC., a
  California

  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


29

















 


	
   

  	
  EINSTEIN/NOAH BAGEL
  PARTNERS,

  INC., a California Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EINSTEIN AND NOAH CORP., a

  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


30

















 


	
  ACCEPTED AND AGREED TO:

  
	
   

  	
   

  
	
  JEFFERIES & COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  
	
  Name:

  	
  M. Brent Stevens

  
	
  Title:

  	
  Managing Director

  



 


 


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