Seminis Vegetable Seeds, Inc. Exhibit 4.5



 



EXHIBIT 4.5


SEMINIS VEGETABLE SEEDS, INC.



$140,000,000 10 1⁄4 % Senior Subordinated Notes due 2013



REGISTRATION RIGHTS AGREEMENT



New York, New York

January 23, 2004


Citigroup Global Markets Inc.

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Ladies and Gentlemen:



          Seminis Vegetable Seeds, Inc., a corporation organized under the laws of
the state of California (the “Company”), proposes to issue and sell to you (the
“Initial Purchasers”) its 10 1⁄4 % Senior Subordinated Notes due 2013 (the
“Notes”) upon the terms set forth in a purchase agreement of even date herewith
(the “Purchase Agreement”) relating to the initial placement of the Notes (the
“Initial Placement”). The Notes are to be issued under an indenture (the
“Indenture”) dated as of September 29, 2003, pursuant to which $190,00,000 of
notes of the same series (the “Initial Notes”) were previously issued among the
Company, Seminis, Inc., a Delaware corporation (the “Parent”), as guarantor,
the other guarantors listed on the signature pages thereof (together with the
Parent, the “Guarantors” and, together with the Company, the “Issuers”) and
Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Notes
will have the benefit of the guarantees (the “Guarantees” and, together with
the Notes, the “Securities”) provided for in the Indenture. To induce the
Initial Purchasers to enter into the Purchase Agreement and to satisfy a
condition of your obligations thereunder, the Issuers agree with you for your
benefit and the benefit of the holders from time to time of the Securities and
Exchange Securities (including the Initial Purchasers) (each a “Holder” and,
together, the “Holders”), as follows:



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



          “Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.



          “Additional Interest” shall have the meaning set forth in Section 4
hereof.









 



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          “Additional Interest Rate” shall have the meaning set forth in Section 4
hereof.



          “Affiliate” of any specified Person shall mean any other Person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified Person. For purposes of this definition,
“control” of a Person shall mean the power, direct or indirect, to direct or
cause the direction of the management and policies of such Person whether by
contract or otherwise; and the terms “controlling” and “controlled” shall have
meanings correlative to the foregoing.



          “Broker-Dealer” shall mean any broker or dealer registered as such under
the Exchange Act.



          “Business Day” shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.



          “Citigroup” shall mean Citigroup Global Markets Inc.



          “Commission” shall mean the Securities and Exchange Commission.



          “Consummation Deadline” shall have the meaning set forth in Section 2(b).



          “Effectiveness Deadline” shall mean, in the case of an Exchange Offer
Registration Statement, the meaning set forth in Section 2(a), and in the case
of a Shelf Registration Statement, the meaning set forth in Section 3(b).



          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.



          “Exchange Offer Registration Period” shall mean the 180 day period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.



          “Exchange Offer Registration Statement” shall mean a registration
statement of the Issuers on an appropriate form under the Act with respect to
the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.



          “Exchanging Dealer” shall mean any Holder (which may include any Initial
Purchaser) that is a Broker-Dealer and elects to exchange for Exchange
Securities any
Securities that it acquired for its own account as a result of
market-making activities or other trading









 



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activities (but not directly from any
Issuer or any Affiliate of any Issuer ) for Exchange Securities.


          “Exchange Securities” shall mean debt securities of the Issuers identical
in all material respects to the Securities (except that the Additional Interest
provisions and the transfer restrictions shall be modified or eliminated, as
appropriate) and to be issued under the Indenture or the Exchange Securities
Indenture.



          “Exchange Securities Indenture” shall mean an indenture among the Issuers
and the Exchange Securities Trustee, identical in all material respects to the
Indenture (except that Additional Interest provisions will be modified or
eliminated, as appropriate).



          “Exchange Securities Trustee” shall mean a bank or trust company
reasonably satisfactory to the Initial Purchasers, as trustee with respect to
the Exchange Securities under the Exchange Securities Indenture.



          “Filing Deadline” shall mean, in the case of an Exchange Offer
Registration Statement, the meaning set forth in Section 2(a), and in the case
of a Shelf Registration Statement, the meaning set forth in Section 3(b).



          “Final Memorandum” shall have the meaning set forth in the Purchase
Agreement.



          “Guarantees” shall have the meaning set forth in the preamble hereto.



          “Guarantors” shall have the meaning set forth in the preamble hereto.



          “Holder” shall have the meaning set forth in the preamble hereto.



          “Indenture” shall have the meaning set forth in the preamble hereto.



          “Initial Placement” shall have the meaning set forth in the preamble
hereto.



          “Initial Purchaser” shall have the meaning set forth in the preamble
hereto.



          “Issuers” shall have the meaning set forth in the preamble hereto.



          “Losses” shall have the meaning set forth in Section 7(d) hereof.



          “Majority Holders” shall mean the Holders of a majority of the aggregate
principal amount of Securities and Exchange Securities registered under a
Registration Statement.



          “Managing Underwriters” shall mean the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering.









 


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          “Notes” shall have the meaning set forth in the preamble hereto.



          “Parent” shall have the meaning set forth in the preamble hereto.



          “Person” shall mean an individual, partnership, corporation, trust or
unincorporated organization, or a government agency or a political subdivision
thereof.



          “Prospectus” shall mean 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 under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the Exchange Securities covered by
such Registration Statement, and all amendments and supplements thereto and all
material incorporated by reference therein.



          “Purchase Agreement” shall have the meaning set forth in the preamble
hereto.



          “Registered Exchange Offer” shall mean the proposed offer of the Issuers
to issue and deliver to the Holders of the Securities that are not prohibited
by any law or policy of the Commission from participating in such offer, in
exchange for the Securities, a like aggregate principal amount of the Exchange
Securities.



          “Registration Default” shall have the meaning set forth in Section 4
hereof.



          “Registration Statement” shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or
the Exchange Securities pursuant to the provisions of this Agreement, any
amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.



          “Securities” shall have the meaning set forth in the preamble hereto.



          “Shelf Registration” shall mean a registration effected pursuant to
Section 3 hereof.



          “Shelf Registration Period” shall have the meaning set forth in Section
3(c) hereof.



          “Shelf Registration Statement” shall mean a “shelf” registration statement
of the Issuers pursuant to the provisions of Section 3 hereof which covers some
or all of the
Securities or Exchange Securities, as applicable, on an appropriate form
under Rule 415 under the Act, or any similar rule that may be adopted by the
Commission, amendments and supplements to such registration statement,
including post-effective amendments, in each case









 



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including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.


          “Trustee” shall have the meaning set forth in the preamble hereto.



          “underwriter” shall mean any underwriter of Securities or Exchange
Securities in connection with an offering thereof under a Shelf Registration
Statement.



          2.
Registered Exchange Offer. (a) The Issuers shall prepare and, not later
than 120 days (such 120th day being a “Filing Deadline”) following the date of
the original issuance of the Securities (or if such 120th day is not a Business
Day, the next succeeding Business Day), shall file with the Commission the
Exchange Offer Registration Statement with respect to the Registered Exchange
Offer. The Issuers shall use their commercially reasonable efforts to cause
the Exchange Offer Registration Statement to become effective under the Act not
later than 210 days (such 210th day being an “Effectiveness Deadline”)
following the date of the original issuance of the Securities (or if such 210th
day is not a Business Day, the next succeeding Business Day).



          (b) Upon the effectiveness of the Exchange Offer Registration Statement,
the Issuers shall promptly commence the Registered Exchange Offer and shall use
their commercially reasonable efforts to issue the Exchange Securities not
later than 240 days (such 240th day being the “Consummation Deadline”)
following the date of original issuance of the Securities (or if such 240th day
is not a Business Day, the next succeeding Business Day), it being the
objective of such Registered Exchange Offer to enable each Holder electing to
exchange Securities for Exchange Securities (assuming that such Holder is not
an Affiliate of any Issuers, acquires the Exchange Securities in the ordinary
course of such Holder’s business, has no arrangements with any Person to
participate in the distribution of the Exchange Securities and is not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer) to trade such Exchange Securities from and after
their receipt without any limitations or restrictions under the Act and without
material restrictions under the securities laws of a substantial proportion of
the several states of the United States.



          (c) In connection with the Registered Exchange Offer, the Issuers shall:




		
	 	          (i) mail to each Holder a copy of the Prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate
letter of transmittal and related documents;
	 
	 	          (ii) use their commercially reasonably efforts to keep the
Registered Exchange Offer open for not less than 20 Business Days after
the date notice thereof is mailed to the Holders (or, in each case,
longer if required by applicable law);








 



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	 	          (iii) in the case where a Prospectus is delivered by an Exchanging
Dealer except as otherwise provided in Section 5(c) and (k) hereof, use
their commercially reasonable efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented and amended
as required under the Act in order to ensure that it is available for
sales of Exchange Securities by Exchanging Dealers during the Exchange
Offer Registration Period;
	 
	 	          (iv) utilize the services of a depositary for the Registered
Exchange Offer with an address in the Borough of Manhattan in New York
City, which may be the Trustee, the Exchange Securities Trustee or an
Affiliate of either of them;
	 
	 	          (v) permit Holders to withdraw tendered Securities at any time prior
to the close of business, New York time, on the last Business Day on
which the Registered Exchange Offer is open;
	 
	 	          (vi) if requested by the Commission, prior to effectiveness of the
Exchange Offer Registration Statement, provide a supplemental letter to
the Commission (A) stating that the Issuers are conducting the Registered
Exchange Offer in reliance on the position of the Commission in Exxon
Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan
Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B) including a
representation that the Issuers have not entered into any arrangement or
understanding with any Person to distribute the Exchange Securities to be
received in the Registered Exchange Offer and that, to the best of the
Issuers’ information and belief, each Holder participating in the
Registered Exchange Offer is acquiring the Exchange Securities in the
ordinary course of business and has no arrangement or understanding with
any Person to participate in the distribution of the Exchange Securities;
and
	 
	 	          (vii) comply in all respects with all applicable laws.



          (d) As soon as practicable after the close of the Registered Exchange
Offer, the Issuers shall:




		
	 	          (i) accept for exchange all Securities tendered and not validly
withdrawn pursuant to the Registered Exchange Offer;
	 
	 	          (ii) deliver to the Trustee for cancellation in accordance with
Section 5(s) all Securities so accepted for exchange; and
	 
	 	          (iii) use its commercially reasonable efforts to cause the Exchange
Securities Trustee promptly to authenticate and deliver to each Holder of
Securities a principal amount of Exchange Securities equal to the
principal amount of the Securities of such Holder so accepted for
exchange.








 



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          (e) Each Holder is hereby deemed to acknowledge and agree that any
Broker-Dealer and any such Holder using the Registered Exchange Offer to
participate in a distribution of the Exchange Securities (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5,
1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as
interpreted in the Commission’s letter to Shearman & Sterling dated July 2,
1993 and similar no-action letters; and (y) must comply with the registration
and prospectus delivery requirements of the Act in connection with any
secondary resale transaction which must be covered by an effective registration
statement containing the selling security holder information required by Item
507 or 508, as applicable, of Regulation S-K under the Act if the resales are
of Exchange Securities obtained by such Holder in exchange for Securities
acquired by such Holder directly from any Issuer or one of its Affiliates.
Accordingly, each Holder participating in the Registered Exchange Offer shall
be required to represent to the Issuers that, at the time of the consummation
of the Registered Exchange Offer:




		
	 	          (i) any Exchange Securities received by such Holder will be acquired
in the ordinary course of business;
	 
	 	          (ii) such Holder will have no arrangement or understanding with any
Person to participate in the distribution of the Securities or the
Exchange Securities within the meaning of the Act; and
	 
	 	          (iii) such Holder is not an Affiliate of any Issuer.



          (f) If any Initial Purchaser determines that it is not eligible to
participate in the Registered Exchange Offer with respect to the exchange of
Securities constituting any portion of an unsold allotment, at the request of
such Initial Purchaser, the Issuers shall, subject to applicable law
(including, without limitation, the Act), issue and deliver to such Initial
Purchaser or the Person purchasing Exchange Securities registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such Initial
Purchaser, in exchange for such Securities, a like principal amount of Exchange
Securities. The Issuers shall use their reasonable best efforts to cause the
CUSIP Service Bureau to issue the same CUSIP number for such Exchange
Securities as for Exchange Securities issued pursuant to the Registered
Exchange Offer.



          3. Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof
by the Commission’s staff, the Issuers determine upon advice of their outside
counsel that they are not permitted to effect the Registered Exchange Offer as
contemplated by Section 2 hereof; (ii) for any other reason the Registered
Exchange Offer is not consummated on or prior to the Consummation Deadline (or
if such day is not a Business Day, the first Business Day thereafter); (iii)
any Initial Purchaser so requests in writing prior to the 20th day following
the consummation of the Registered Exchange Offer with respect to Securities
that are not eligible to be exchanged for Exchange Securities in the Registered









 



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Exchange Offer and that are held by it following consummation of the Registered
Exchange Offer; (iv) any Holder (other than an Initial Purchaser) notifies the
Issuers in writing prior to the 20th day following the consummation of the
Registered Exchange Offer that it is not eligible to participate in the
Registered Exchange Offer other than by reason of such Holder being an
Affiliate of an Issuer; (v) in the case of any Initial Purchaser that
participates in the Registered Exchange Offer or acquires Exchange Securities
pursuant to Section 2(f) hereof, prior to the 20th day following the
consummation of the Registered Exchange Offer such Initial Purchaser notifies
the Issuer in writing that it did not receive freely tradeable Exchange
Securities in exchange for Securities constituting any portion of an unsold
allotment (it being understood that (x) the requirement that an Initial
Purchaser deliver a Prospectus containing the information required by Item 507
or 508 of Regulation S-K under the Act in connection with sales of Exchange
Securities acquired in exchange for such Securities shall not result in such
Exchange Securities being not “freely tradeable”; and (y) the requirement that
an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange
Securities acquired in the Registered Exchange Offer in exchange for Securities
acquired as a result of market-making activities or other trading activities
shall not result in such Exchange Securities being not “freely tradeable”) or
(vi) the Issuers so elect (it being understood that such election shall not
relieve the Issuers from their obligations under Section 2 hereof), the Issuers
shall effect a Shelf Registration Statement in accordance with subsection (b)
below; provided, however that the Issuers shall only be required to register
Securities under the Shelf Registration Statement for persons who have
identified themselves to the Issuers as Holders thereof.


          (b) The Issuers shall as promptly as practicable (but in no event more
than 60 days after so required or requested pursuant to this Section 3 (such
60th day being a “Filing Deadline”)) file with the Commission and thereafter
shall use their commercially reasonable efforts to cause to be declared
effective under the Act within 90 days after so required or requested pursuant
to Section 3 (such 90th day after the related Filing Deadline being an
“Effectiveness Deadline”) a Shelf Registration Statement relating to the offer
and sale of the Securities or the Exchange Securities, as applicable, by the
Holders thereof from time to time in accordance with the methods of
distribution elected by such Holders and set forth in such Shelf Registration
Statement; provided, however, that nothing in this Section 3(b) shall require
the filing of a Shelf Registration Statement prior to the deadline for filing
the Exchange Offer Registration Statement set forth in Section 2(a); provided,
further, that no Holder (other than an Initial Purchaser) shall be entitled to
have the Securities held by it
covered by such Shelf Registration Statement unless such Holder (i) agrees
in writing to be bound by all of the provisions of this Agreement applicable to
such Holder, (ii) complies with the obligations set forth in Section 5(o)
hereof, and (iii) executes and delivers such other agreements and documents as
may be required by applicable law in connection with such registration; and
provided, further, that with respect to Exchange Securities received by an
Initial Purchaser in exchange for Securities constituting any portion of an
unsold allotment, the Issuers may, if permitted by current interpretations by
the Commission’s staff, file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Item









 



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507 or 508
of Regulation S-K, as applicable, in satisfaction of their obligations under
this subsection with respect thereto, and any such Exchange Offer Registration
Statement, as so amended, shall be referred to herein as, and governed by the
provisions herein applicable to, a Shelf Registration Statement.


          (c) The Issuers shall use their commercially reasonable efforts to keep
the Shelf Registration Statement continuously effective, supplemented and
amended as required by the Act, in order to permit the Prospectus forming part
thereof to be usable by Holders until the earliest of (i) the time when the
Securities can be sold pursuant to Rule 144 under the Act without any
limitations under clauses (c), (e), (f) and (h) of Rule 144 under the Act, (ii)
two years from the effective date of the Shelf Registration Statement (or until
one year from the effective date of the Shelf Registration Statement if the
Shelf Registration Statement is filed at the request of an Initial Purchaser)
and (iii) the date on which when all the Securities or Exchange Securities, as
applicable, covered by the Shelf Registration Statement have been sold pursuant
to the Shelf Registration Statement (in any such case, such period being called
the “Shelf Registration Period”). The Issuers shall not be obligated to amend
or supplement such Shelf Registration Statement more than once per calendar
quarter to reflect additional Holders. The Issuers shall be deemed not to have
used their commercially reasonable efforts to keep the Shelf Registration
Statement effective during the requisite period if any of them voluntarily
takes any action that would result in Holders of Securities or Exchange
Securities covered thereby not being able to offer and sell such Securities or
Exchange Securities during that period, unless (A) such action is required by
applicable law or (B) such action is taken by such Issuer in good faith and for
valid business reasons (not including avoidance of such Issuer’s obligations
hereunder), including any pending acquisition or divestiture of assets or other
potential corporate development, so long as the Issuers promptly thereafter
comply with the requirements of Section 5(k) hereof, if applicable. The
Issuers are expressly permitted to suspend the effectiveness of the Shelf
Registration Statement in good faith in connection with the acquisition or
divestiture of assets, so long as the Issuers promptly thereafter comply with
the requirements of Section 5(k) hereof, if applicable and Section 4 hereof.



          4. Additional Interest. Additional interest (the “Additional Interest”)
with respect to the Securities shall be assessed as follows if any of the
following events occur (each such event in clauses (a) through (d) below being
herein called a “Registration Default”):



          (a) any Registration Statement required by this Agreement is not filed
with the Commission on or prior to the applicable Filing Deadline;



          (b) any Registration Statement required by this Agreement is not declared
effective by the Commission on or prior to the applicable Effectiveness
Deadline;



          (c) the Registered Exchange Offer has not been consummated on or prior to
the Consummation Deadline; or









 



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          (d) any Registration Statement required by this Agreement has been
declared effective by the Commission but (i) such Registration Statement
thereafter ceases to be effective or (ii) such Registration Statement or the
related prospectus ceases to be usable in connection with resales of Exchange
Securities, except, in the case of a Shelf Registration Statement, where such
failure to be usable is determined to be the direct result of information
provided by Holders of securities to be sold pursuant to any Shelf Registration
Statement supplied to the Company under Section 5(o) for inclusion in such
Shelf Registration Statement being or becoming misleading, and, except to the
extent that the Company is permitted pursuant to Section 3(c) hereof to suspend
the effectiveness of a Shelf Registration Statement and the Company within 30
days of such suspension of such Shelf registration Statement files a post
effective amendment to such Shelf Registration Statement that is immediately
declared effective and such Shelf Registration Statement and related prospectus
are then usable in connection with resales of Exchange Securities.



Each of the foregoing will constitute a Registration Default whatever the
reason for any such event and whether it is voluntary or involuntary or is
beyond the control of the Company or pursuant to operation of law or as a
result of any action or inaction by the Commission.


          Additional Interest shall accrue on the Securities over and above the
interest set forth in the title of the Securities from and including the date
on which any such Registration Default shall occur to but excluding the date on
which all such Registration Defaults have been cured, at a rate of 0.25% per
annum (the “Additional Interest Rate”) for the first 90-day period immediately
following the occurrence of such Registration Default. The Additional Interest
Rate shall increase by an additional 0.25% per annum with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum Additional Interest Rate of 1.0% per annum. Notwithstanding anything
to the contrary set forth herein, (1) upon filing of any Registration
Statement, in the case of (a) above, (2) upon the effectiveness of any
Registration Statement, in the case of (b) above, (3) upon consummation of the
Registered Exchange Offer, in the case of (c) above, or (4) upon the filing of
a post-effective amendment to any Registration Statement or an additional
Registration Statement that causes any Registration Statement to again be
declared effective or made usable in the case of (d) above, the Additional
Interest payable with respect to the Securities as a result of such clause (a),
(b), (c) or (d), as applicable, shall cease.



          5. Additional Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply:



          (a) The Issuers shall:




		
	 	          (i) furnish to you, not less than five Business Days prior to the
filing thereof with the Commission, a copy of the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case
may be, and each amendment








 



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	 	thereto and each amendment or supplement, if
any, to the Prospectus included therein (including all documents
incorporated by reference therein after the initial filing (other than
any documents incorporated therein by reference to the Issuers’ periodic
reporting requirements under the Exchange Act)) and shall use their
commercially reasonable efforts to reflect in each such document, when so
filed with the Commission, such comments as you reasonably propose and
shall not file any such document to which you (or your counsel, as the
case may be) shall reasonably object within three business days after the
receipt thereof. You shall be deemed to have reasonably objected to such
filing if such document, as proposed to be filed, contains an untrue
statement of a material fact or omits to state any material fact
necessary to make the statements therein not misleading or fails to
comply with the applicable requirements of the Act;
	 
	 	          (ii) if permitted by the SEC, include the information set forth in
Annex A hereto on the facing page of the Exchange Offer Registration
Statement, in Annex B hereto in the forepart of the Exchange Offer
Registration Statement in a section setting forth details of the Exchange
Offer, in Annex C hereto in the underwriting or plan of distribution
section of the Prospectus contained in the Exchange Offer Registration
Statement, and in Annex D hereto in the letter of transmittal delivered
pursuant to the Registered Exchange Offer;
	 
	 	          (iii) if requested by an Initial Purchaser, include the information
required by Item 507 or 508 of Regulation S-K, as applicable, in the
Prospectus contained in the Exchange Offer Registration Statement; and
	 
	 	          (iv) in the case of the Shelf Registration Statement, include the
names of the Holders that propose to sell Securities or Exchange
Securities pursuant to the Shelf Registration Statement as selling
security holders.



          (b) The Issuers shall ensure that:




		
	 	          (i) any Registration Statement, any amendment thereto, any
Prospectus forming part thereof and any amendment or supplement thereto
complies in all material respects with the Act and the rules and
regulations thereunder;
	 
	 	          (ii) any Registration Statement and related Prospectus and any
amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading; provided, however, that the Holders shall ensure that written
information furnished to the Issuers by or on behalf of any Holder
specifically for inclusion in such Registration Statement and any
amendment thereto, shall 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 not misleading; and








 



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	 	          (iii) any Prospectus forming part of any Registration Statement, and
any amendment or supplement to such Prospectus, does not include an
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that the Holders shall ensure that written information furnished
to the Issuers by or on behalf of any Holder specifically for inclusion
in such Registration Statement and any amendment thereto, shall 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 not misleading.



          (c) The Issuers shall advise you, the Holders of Securities or Exchange
Securities covered by any Shelf Registration Statement and any Exchanging
Dealer under any Exchange Offer Registration Statement that has provided in
writing to the Issuers a telephone or facsimile number and address for notices,
and, if requested by you or any such Holder or Exchanging Dealer, shall confirm
such advice in writing (which notice pursuant to clauses (ii)-(v) of this
Section 5(c) shall be accompanied by an instruction to suspend the use of the
Prospectus until the Issuers shall have remedied the basis for such
suspension):




		
	 	          (i) when a Registration Statement or any amendment thereto has been
filed with the Commission and when the Registration Statement or any
post-effective amendment thereto has become effective;
	 
	 	          (ii) of any request by the Commission for any amendment or
supplement to the Registration Statement or the Prospectus or for
additional information;
	 
	 	          (iii) of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose;
	 
	 	          (iv) of the receipt by any Issuer of any notification with respect
to the suspension of the qualification of the securities included therein
for sale in any jurisdiction or the initiation of any proceeding for such
purpose; and
	 
	 	          (v) of the happening of any event that requires any change in the
Registration Statement or the Prospectus so that, as of such date, the
statements therein are not misleading and do not omit to state a material
fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in the light of the circumstances
under which they were made) not misleading.



          (d) The Issuers shall use their commercially reasonable efforts to obtain
the withdrawal of any order suspending the effectiveness of any Registration
Statement or the qualification of the securities included therein for sale in
any jurisdiction at the earliest possible time.









 



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          (e) The Issuers shall furnish to each Holder of Securities or Exchange
Securities covered by any Shelf Registration Statement, without charge, at
least one copy of such Shelf Registration Statement as first filed with the
Commission and any post-effective amendment thereto, including all material
incorporated therein by reference, and, if the Holder so requests in writing,
all exhibits thereto (including exhibits incorporated by reference therein).



          (f) The Issuers shall, during the Shelf Registration Period, deliver to
each Holder of Securities or Exchange Securities covered by any Shelf
Registration Statement, without charge, as many copies of the Prospectus
(including each preliminary Prospectus) included in such Shelf Registration
Statement and any amendment or supplement thereto as such Holder may reasonably
request. The Issuers consent to the use of the Prospectus or any amendment or
supplement thereto by each of the selling Holders of Securities in connection
with the offering and sale of the Securities covered by the Prospectus, or any
amendment or supplement thereto, included in the Shelf Registration Statement;
provided that such use of the Prospectus and any amendment or supplement
thereto and such offering and sale conforms to the Plan of Distribution set
forth in the Prospectus and complies with the terms of this Agreement and all
applicable laws and regulations thereunder.



          (g) The Issuers shall furnish to each Exchanging Dealer which so requests,
without charge, at least one copy of the Exchange Offer Registration Statement
as first filed with the Commission and any post-effective amendment thereto,
including all materials incorporated by reference therein, and, if the
Exchanging Dealer so requests in writing, all exhibits thereto (including
exhibits incorporated by reference therein).



          (h) The Issuers shall promptly deliver to each Initial Purchaser, each
Exchanging Dealer and each other Person required to deliver a Prospectus during
the Exchange Offer Registration Period, without charge, as many copies of the
Prospectus included in such Exchange Offer Registration Statement and any
amendment or supplement thereto as any such Person may reasonably request. The
Issuers consent to the use of the Prospectus or any amendment or supplement
thereto by any Initial Purchaser, any Exchanging Dealer and any such other
Person that may be required to deliver a Prospectus following the
Registered Exchange Offer in connection with the offering and sale of the
Exchange Securities covered by the Prospectus, or any amendment or supplement
thereto, included in the Exchange Offer Registration Statement.



          (i) Prior to the Registered Exchange Offer or any other offering of
Securities or Exchange Securities pursuant to any Registration Statement, the
Issuers shall arrange, if necessary, for the qualification of the Securities or
the Exchange Securities for sale under the laws of such U.S. jurisdictions as
any Holder shall reasonably request and will maintain such qualification in
effect so long as required; provided that in no event shall any Issuer be
obligated to qualify to do business in any jurisdiction where it is not then so
qualified or to take any action that would subject it to service of process in
suits, other than those arising out









 



-14-



of the Initial Placement, the Registered
Exchange Offer or any offering pursuant to a Shelf Registration Statement, in
any such jurisdiction where it is not then so subject.


          (j) The Issuers shall cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing Exchange Securities or
Securities to be issued or sold pursuant to any Registration Statement free of
any restrictive legends and in such denominations and registered in such names
as Holders may reasonably request.



          (k) Upon the occurrence of any event contemplated by subsections (c)(ii)
through (v) above, the Issuers shall (unless they shall have invoked a Shelf
Delay Period with respect to such occurrence) promptly prepare a post-effective
amendment to the applicable Registration Statement or an amendment or
supplement to the related Prospectus or file any other required document so
that, as thereafter delivered, the Prospectus will not include an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading. In such circumstances, the period of effectiveness
of the Exchange Offer Registration Statement provided for in Section 2 and the
Shelf Registration Statement provided for in Section 3(b) shall each be
extended by the number of days from and including the date of the giving of a
notice of suspension pursuant to Section 5(c) to and including the date when
the Initial Purchaser, the Holders and any known Exchanging Dealer shall have
received such amended or supplemented Prospectus pursuant to this Section 5.



          (l) Not later than the effective date of any Registration Statement, the
Issuers shall provide a CUSIP number for the Securities or the Exchange
Securities, as the case may be, registered under such Registration Statement
and provide the Trustee with printed certificates for such Securities or
Exchange Securities, in a form eligible for deposit with The Depository Trust
Company.



          (m) The Issuers shall use their commercially reasonable efforts to comply
with all applicable rules and regulations of the Commission and shall make
generally available to their security holders as soon as practicable after the
effective date of the
applicable Registration Statement an earnings statement (which need not be
audited) covering the twelve-month period beginning with the first month of the
Parent’s first fiscal quarter commencing after the effective date of the
Registration Statement satisfying the provisions of Section 11(a) of the Act
and Rule 158 thereunder.



          (n) The Issuers shall cause the Indenture or the Exchange Securities
Indenture, as the case may be, to be qualified under the Trust Indenture Act in
a timely manner.



          (o) The Issuers may require each Holder of securities to be sold pursuant
to any Shelf Registration Statement to (i) furnish to the Issuers such
information regarding the Holder and the distribution of such securities as the
Issuers may from time to time reasonably require for inclusion in such
Registration Statement and (ii) provide the indemnity contemplated









 



-15-



by Section
7(b) hereof. The Issuers may exclude from such Shelf Registration Statement
the Securities or Exchange Securities of any Holder that unreasonably fails to
furnish such information within a reasonable time after receiving such request.


          (p) In the case of any Shelf Registration Statement, the Issuers shall
enter into such agreements (including if requested by the Holders of a majority
in principal amount of the Securities, an underwriting agreement in customary
form) and take all other appropriate actions in order to expedite or facilitate
the registration or the disposition of the Securities or Exchange Securities
and in connection therewith, if an underwriting agreement is entered into,
cause the same to contain indemnification provisions and procedures no less
favorable than those set forth in Section 7 (or such other provisions and
procedures acceptable to the Majority Holders and the Managing Underwriters, if
any, with respect to all parties to be indemnified pursuant to Section 7).



          (q) In the case of any underwritten Shelf Registration Statement, the
Issuers shall:




		
	 	          (i) make reasonably available for inspection by the Holders of
Securities or Exchange Securities to be registered thereunder, any
underwriter participating in any disposition pursuant to such Shelf
Registration Statement, and any attorney, accountant or other agent
retained by the Holders or any such underwriter all relevant financial
and other records, pertinent corporate documents and properties of the
Issuers and their subsidiaries; provided, however, that any information
that is designated in writing by the Issuers, in good faith, as
confidential at the time of delivery of such information shall be kept
confidential by the Holders or any such underwriter, attorney, accountant
or agent, unless such disclosure is made in connection with a court
proceeding or required by law, or such information becomes available to
the public generally or through a third party without an accompanying
obligation of confidentiality; and provided further that the Issuers
shall be entitled to coordinate such access to their financial and other
records, corporate documents and
properties in a manner that does not unreasonably interfere with the
business operations of the Issuers or their subsidiaries;
	 
	 	          (ii) cause the officers, directors and employees of any Issuer to
supply all relevant information reasonably requested by the Holders or
any such underwriter, attorney, accountant or agent in connection with
any such Shelf Registration Statement as is customary for similar due
diligence examinations; provided, however, that any information that is
designated in writing by any Issuer, in good faith, as confidential at
the time of delivery of such information shall be kept confidential by
the Holders or any such underwriter, attorney, accountant or agent,

unless such disclosure is made in connection with a court proceeding or
required by law, or such information becomes available to the public
generally or through a third party without an accompanying obligation of
confidentiality and provided further that the Issuers shall be








 



-16-





		
	 	entitled
to respond to such information requests in a coordinated fashion such
that such requests do not unreasonably interfere with the business
operations of the Issuers or their subsidiaries;
	 
	 	          (iii) make such representations and warranties to the Holders of
Securities or Exchange Securities registered thereunder and the
underwriters, if any, in form, substance and scope as are customarily
made by issuers to underwriters in primary underwritten offerings, but in
no event more expansive than those set forth in the Purchase Agreement;
	 
	 	          (iv) use their commercially reasonable efforts to obtain opinions of
counsel to the Issuers and updates thereof (which counsel and opinions
(in form, scope and substance) shall be reasonably satisfactory to the
Managing Underwriters, if any, addressed to each selling Holder and the
underwriters, if any, covering such matters as are customarily covered in
opinions requested in underwritten offerings, but in no event more
expansive than those set forth in the Purchase Agreement;
	 
	 	          (v) use their commercially reasonable efforts to obtain “cold
comfort” letters and updates thereof from the independent certified
public accountants of Parent (and, if necessary, any other independent
certified public accountants of any Issuer or any subsidiary of any
Issuer or of any business acquired by any Issuer for which financial
statements and financial data are, or are required to be, included in the
Registration Statement), addressed to each selling Holder registered
thereunder and the underwriters, if any, in customary form and covering
matters of the type customarily covered in “cold comfort” letters in
connection with primary underwritten offerings, but in no event more
expansive than those set forth in the Purchase Agreement; and
	 
	 	          (vi) deliver such documents and certificates as may be reasonably
requested by the Majority Holders and the Managing Underwriters, if any,
including
those to evidence compliance with Section 5(k) and with any
customary conditions contained in the underwriting agreement or other
agreement entered into by the Issuers.



The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section 5(q)
shall be performed at (A) the effectiveness of such Registration Statement and
each post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.


          (r) [Intentionally Omitted]



          (s) If a Registered Exchange Offer is to be consummated, upon delivery of
the Securities by Holders to the Issuers (or to such other Person as directed
by the Issuers) in









 



-17-



exchange for the Exchange Securities, the Issuers shall
mark, or caused to be marked, on the Securities so exchanged that such
Securities are being canceled in exchange for the Exchange Securities. In no
event shall the Securities be marked as paid or otherwise satisfied.


          (t) The Issuers will use their commercially reasonable efforts (i) if the
Securities have been rated prior to the initial sale of such Securities, to
confirm such ratings will apply to the Securities or the Exchange Securities,
as the case may be, covered by a Registration Statement; or (ii) if the
Securities were not previously rated, to cause the Securities or Exchange
Securities covered by a Registration Statement to be rated with at least one
nationally recognized statistical rating agency, if so requested by Majority
Holders with respect to the related Registration Statement or by any Managing
Underwriters.



          (u) In the event that any Broker-Dealer shall underwrite any Securities or
Exchange Securities or participate as a member of an underwriting syndicate or
selling group or “assist in the distribution” (within the meaning of the Rules
and the By-Laws of the National Association of Securities Dealers, Inc.)
thereof, whether as a Holder or as an underwriter, a placement or sales agent
or a broker or dealer in respect thereof, or otherwise, the Issuers will assist
such Broker-Dealer in complying with the requirements of such Rules.



          (v) The Issuers shall use their commercially reasonable efforts to take
all other steps necessary to effect the registration of the Securities or the
Exchange Securities, as the case may be, covered by a Registration Statement.



          6. Registration Expenses. The Issuers shall bear all expenses incurred in
connection with the performance of their obligations under Sections 2, 3 and 5
hereof and, in the event of any Shelf Registration Statement, will reimburse
the Holders for the reasonable fees and disbursements of one firm or counsel
designated by the Majority Holders to act as counsel for the Holders in
connection therewith.



          7.
Indemnification and Contribution. (a) Each of the Issuers jointly and severally agrees to indemnify and hold
harmless each Holder of Securities or Exchange Securities, as the case may be,
covered by any Registration Statement (including each Initial Purchaser and,
with respect to any Prospectus delivery as contemplated in Section 5(h) hereof,
each Exchanging Dealer), the directors, officers, employees and agents of each
such Holder and each Person who controls any such Holder within the meaning of
either the Act or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or other Federal or state statutory law
or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement as originally filed or in any amendment
thereof, or in any preliminary Prospectus or the Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated









 



-18-



therein or necessary to make the statements therein in light of the
circumstances under which they were made not misleading, and jointly and
severally agrees to reimburse each such indemnified party, as incurred, for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Issuers will not be liable in any case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information relating to such Holder furnished to the Issuers by or on behalf of
any such Holder specifically for inclusion therein and provided further,
however, that with respect to any untrue statement or omission of a material
fact made in a preliminary Prospectus, the indemnity agreement contained in
this Section 7(a) hereof shall not inure to the benefit of any person to the
extent that any such loss, claim, damage or liability of such person occurs
under the circumstance where it shall have been determined by a court of
competent jurisdiction by final and nonappealable judgment that (i) the untrue
statement or omission of a material fact contained in the preliminary
Prospectus was corrected in the final Prospectus or in an amendment or
supplement thereto, (ii) the Company had previously furnished copies of the
final Prospectus, amendment or supplement to such person and (iii) such loss,
claim, damage or liability results from the fact that there was not sent or
given by such person at or prior to the written confirmation of the sale of
such Securities, a copy of the final Prospectus, amendment or supplement. This
indemnity agreement will be in addition to any liability which the Issuers may
otherwise have.


          Each of the Issuers also jointly and severally agrees to indemnify or
contribute as provided in Section 7(d) to Losses (as defined in Section 7(d)
hereof) of each underwriter of Securities or Exchange Securities, as the case
may be, registered under a Shelf Registration Statement, their directors,
officers, employees or agents and each Person who controls such underwriter on
substantially the same basis as that of the indemnification of the Initial
Purchaser and the selling Holders provided in this Section 7(a) and shall, if
requested by any
Holder, enter into an underwriting agreement reflecting such agreement, as
provided in Section 5(p) hereof.



          (b) Each Holder of securities covered by a Registration Statement
(including each Initial Purchaser and, with respect to any Prospectus delivery
as contemplated in Section 5(h), each Exchanging Dealer) severally and not
jointly agrees to indemnify and hold harmless the Issuers, each of their
respective directors, each of their respective officers who signs such
Registration Statement and each Person who controls any Issuer within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Issuers to each such Holder, but only with
reference to written information relating to such Holder furnished to the
Company by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement
will be in addition to any liability which any such Holder may otherwise have.









 



-19-



          (c) Promptly after receipt by an indemnified party under this Section 7 or
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
this Section 7, notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in
the forfeiture by the indemnifying party of substantial rights and defenses;
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be
entitled to appoint counsel of the indemnifying party’s choice at the
indemnifying party’s expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemnifying party shall
not thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party’s election to
appoint counsel (including local counsel) to represent the indemnified party in
an action, the indemnified party shall have the right to employ separate
counsel (including local counsel), and the indemnifying party shall bear the
reasonable fees, costs and expenses of such separate counsel if (i) the use of
counsel chosen by the indemnifying party to represent the indemnified party
would present such counsel with a conflict of interest; (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to
those available to the indemnifying party; (iii) the indemnifying party shall
not have employed counsel reasonably satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of the
institution of such action; or (iv) the indemnifying party shall authorize the
indemnified party to employ separate counsel at the expense of the indemnifying
party. It is understood, however, that the Issuers shall, 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 fees and expenses of only one
separate firm of attorneys (in addition to any local counsel) at any time for
all such Initial Purchasers and controlling persons, which firm shall be
designated in writing by Citigroup. An indemnifying party will not, without
the prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder
(whether or not the indemnified parties
are actual or potential parties to such claim or action) unless such
settlement, compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim, action, suit or
proceeding. An indemnifying party shall not be liable under this Section 7 to
any indemnified party regarding any settlement or compromise or consent to the
entry of any judgment with respect to any pending or threatened claim, action,
suit or proceeding in respect of which indemnification o
r contribution may be
sought hereunder










 



-20-



(whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise
or consent is consented to by such indemnifying party, which consent shall not
be unreasonably withheld. Each indemnified party shall use all reasonable
efforts to cooperate with the indemnifying party in the defense of any such
action or claim.


          (d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section 7 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
“Losses”) to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
provided, however, that in no case shall the Initial Purchasers or any
subsequent Holder of any Security or Exchange Security be responsible, in the
aggregate, for any amount in excess of the purchase discount or commission
applicable to such Security, or in the case of a Exchange Security, applicable
to the Security that was exchangeable into such Exchange Security, as set forth
on the cover page of the Final Memorandum, nor shall any underwriter be
responsible for any amount in excess of the underwriting discount or commission
applicable to the securities purchased by such underwriter under the
Registration Statement which resulted in such Losses. If the allocation
provided by the immediately preceding sentence is unavailable for any reason,
the indemnifying party and the indemnified party shall contribute in such
proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of such indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with the statements or
omissions which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Issuers shall be deemed to
be equal to the total net proceeds from the Initial Placement (after
deducting underwriting fees and commissions, but before deducting expenses) as
set forth on the cover page of the Final Memorandum. Benefits received by the
Initial Purchaser shall be deemed to be equal to the total purchase discounts
and commissions as set forth on the cover page of the Final Memorandum, and
benefits received by any other Holders shall be deemed to be equal to the value
of receiving Securities or Exchange Securities, as applicable, registered under
the Act. Benefits received by any underwriter shall be deemed to be equal to
the total underwriting discounts and commissions, as set forth on the cover
page of the Prospectus forming a part of the Registration Statement which
resulted in such Losses. Relative fault shall be determined by reference to,
among other things, whether any alleged untrue statement or omission relates to
information provided by the indemnifying party, on the one hand, or by the
indemnified party, on the other hand, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The parties agree that it would not be just
and equitable if contribution were determined by pro rata allocation (even if
the Holders were treated as one entity









 



-21-



for such purpose) or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation. For purposes of this Section, each
Person who controls a Holder within the meaning of either the Act or the
Exchange Act and each director, officer, employee and agent of such Holder
shall have the same rights to contribution as such Holder, and each Person who
controls any Issuer within the meaning of either the Act or the Exchange Act,
each officer of any Issuer who shall have signed the Registration Statement and
each director of any Issuer shall have the same rights to contribution as the
Issuers, subject in each case to the applicable terms and conditions of this
paragraph (d).


          (e) The provisions of this Section 7 will remain in full force and effect,
regardless of any investigation made by or on behalf of any Holder or the
Issuers or any of the officers, directors or controlling Persons referred to in
this Section 7, and will survive the sale by a Holder of securities covered by
a Registration Statement.



          8. Underwritten Registrations. (a) If any of the Securities or Exchange
Securities, as the case may be, covered by any Shelf Registration Statement are
to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders; provided, however, that such Managing
Underwriters must be reasonably satisfactory to the Issuers.



          (b) No Person may participate in any underwritten offering pursuant to any
Shelf Registration Statement, unless such Person (i) agrees to sell such
Person’s Securities or Exchange Securities, as the case may be, on the basis
reasonably provided in any
underwriting arrangements approved by the Persons entitled hereunder to
approve such arrangements; (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements; and
(iii) agrees to be bound by Section 7(b) hereof.



          9. No Inconsistent Agreements. No Issuer has, as of the date hereof,
entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions
hereof.



          10. Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Issuers have obtained the written consent of the
Majority Holders; provided that, with respect to any matter that directly or
indirectly affects the rights of any Initial Purchaser hereunder, the Issuers
shall obtain the written consent of each such Initial Purchaser against which
such amendment, qualification, supplement, waiver or consent is to be
effective. Notwithstanding









 



-22-



the foregoing (except the foregoing proviso), a
waiver or consent to departure from the provisions hereof with respect to a
matter that relates exclusively to the rights of Holders whose Securities or
Exchange Securities, as the case may be, are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders, may be given by the Majority Holders, determined on
the basis of Securities or Exchange Securities, as the case may be, being sold
rather than registered under such Registration Statement. For the purposes of
this Section 10, the Majority Holders will not include holders of the Initial
Notes.


          11. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier or air courier guaranteeing overnight delivery:




		
	 	     (a) if to a Holder, at the most current address given by such holder
to the Issuers in accordance with the provisions of this Section 11,
which address initially is, with respect to each Holder, the address of
such Holder maintained by the Registrar under the Indenture, with a copy
in like manner to Citigroup;
	 
	 	     (b) if to you, initially at the address set forth in the Purchase
Agreement; and
	 
	 	     (c) if to the Issuers, initially at the address of the Company set
forth in the Purchase Agreement.



          All such notices and communications shall be deemed to have been duly
given at the time delivered by hand, if personally delivered; five Business
Days after being
deposited in the mail, first class, postage prepaid, if mailed; when
receipt is acknowledged, if telecopied; and on the next Business Day, if timely
delivered to an air courier guaranteeing overnight delivery. The Initial
Purchaser or the Issuers by notice to the other parties may designate
additional or different addresses for subsequent notices or communications.



          12. Successors. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including,
without the need for an express assignment or any consent by the Issuers
thereto, subsequent Holders of Securities and Exchange Securities. The Issuers
hereby agree to extend the benefits of this Agreement to any Holder of
Securities or Exchange Securities, and any such Holder may specifically enforce
the provisions of this Agreement as if an original party hereto.
Notwithstanding the foregoing, nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Securities or Exchange Securities
in violation of the terms of the Purchase Agreement or the Indenture. Each
Holder who receives and accepts any benefits of this Agreement will be deemed
to agree to be bound by and comply with the terms and provisions of this
Agreement.









 



-23-



          13. Counterparts. This Agreement may be in signed counterparts, each of
which shall an original and all of which together shall constitute one and the
same agreement.



          14. Headings. The headings used herein are for convenience only and shall
not affect the construction hereof.



          15. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed in the State of New York.



          16. Severability. In the event that any one of more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.



          17. Securities Held by the Issuers, etc. Whenever the consent or approval
of Holders of a specified percentage of principal amount of Securities or
Exchange Securities is required hereunder, Securities or Exchange Securities,
as applicable, held by any Issuer or its Affiliates (other than subsequent
Holders of Securities or Exchange Securities if such subsequent Holders are
deemed to be Affiliates solely by reason of their holdings of such Securities
or Exchange Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.




 






 





          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this Agreement and your acceptance shall represent a binding
agreement between the Issuers and the Initial Purchaser.




	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 	 	 	 	 	 	 
	 	 	SEMINIS VEGETABLE SEEDS, INC.
	 	 	 	 	 	 	 
	 	 	By:	 	    /s/ Gaspar Alvarez
	 	 	 	 	

	 	 	 	 	Name:
	 	Gaspar Alvarez
	 	 	 	 	Title:
	 	Vice President, Finance and
	 	 	 	 	 	 	Worldwide Corporate Comptroller
	 	 	 	 	 	 	 
	 	 	SEMINIS, INC.
	 	 	 	 	 	 	 
	 	 	By:	 	    /s/ Gaspar Alvarez
	 	 	 	 	

	 	 	 	 	Name:
	 	Gaspar Alvarez
	 	 	 	 	Title:
	 	Vice President, Finance and
	 	 	 	 	 	 	Worldwide Corporate Comptroller
	 	 	 	 	 	 	 
	 	 	PETOSEED INTERNATIONAL, INC.
	 	 	 	 	 	 	 
	 	 	By:	 	    /s/ Gaspar Alvarez
	 	 	 	 	

	 	 	 	 	Name:
	 	Gaspar Alvarez
	 	 	 	 	Title:
	 	Vice President, Finance and
	 	 	 	 	 	 	Worldwide Corporate Comptroller
	 	 	 	 	 	 	 
	 	 	PGI ALFALFA, INC.
	 	 	 	 	 	 	 
	 	 	By:	 	    /s/ Gaspar Alvarez
	 	 	 	 	

	 	 	 	 	Name:
	 	Gaspar Alvarez
	 	 	 	 	Title:
	 	Vice President, Finance and
	 	 	 	 	 	 	Worldwide Corporate Comptroller
	 	 	 	 	 	 	 
	 	 	BAXTER SEED CO., INC.
	 	 	 	 	 	 	 
	 	 	By:	 	    /s/ Gaspar Alvarez
	 	 	 	 	

	 	 	 	 	Name:
	 	Gaspar Alvarez
	 	 	 	 	Title:
	 	Vice President, Finance and
	 	 	 	 	 	 	Worldwide Corporate Comptroller



[Registration Rights Agreement Signature Page]



 






 





The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written.




	 	 	 	 	 	 	 
	CITIGROUP GLOBAL MARKETS INC.	 	 
	 	 	 	 	 	 	 
	By:	 	CITIGROUP GLOBAL MARKETS INC.
	 	 	 	 	 	 	 
	By:	 	        /s/ Paul Sharkey
	 	 	

	 	 	
Name:
	 	Paul Sharkey	 	 
	 	 	
Title:
	 	Vice President	 	 



 






 



ANNEX A


          Each Broker-Dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a Broker-Dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a
Broker-Dealer in connection with resales of Exchange Securities received in
exchange for Securities where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities. Each of the Issuers has agreed that, starting on the expiration
date (as defined herein) and ending on the close of business 180 days after the
expiration date, it will make this Prospectus available, as amended or
supplemented, to any Broker-Dealer for use in connection with any such resale.
See “Plan of Distribution.”




 






 





ANNEX B


          Each Broker-Dealer that receives Exchange Securities for its own account
in exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See “Plan of Distribution.”




 






 





ANNEX C


PLAN OF DISTRIBUTION



          Each Broker-Dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of Exchange Securities received
in exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Issuers have agreed
that, starting on the Expiration Date and ending on the close of business 180
days after the Expiration Date, they will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any
such resale. In addition, until
               ,
200   , all dealers effecting
transactions in the Exchange Securities may be required to deliver a
prospectus.



          The Issuers will not receive any proceeds from any sale of Exchange
Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers
for their own account pursuant to the Exchange Offer may be sold from time to
time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or at negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such
Exchange Securities. Any Broker-Dealer that resells Exchange Securities that
were received by it for its own account pursuant to the Exchange Offer and any
broker or dealer that participates in a distribution of such Exchange
Securities may be deemed to be an “underwriter” within the meaning of the Act,
and any profit of any such resale of Exchange Securities and any commissions or
concessions received by any such Persons may be deemed to be underwriting
compensation under the Act. The Letter of Transmittal states that by
acknowledging that it will deliver and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an “underwriter” within
the meaning of the Securities Act.



          For a period of 180 days after the Expiration Date, the Issuers will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any Broker-Dealer that requests such documents
in the Letter of Transmittal. The Issuers have agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the Securities (including any
Broker-Dealers) against certain liabilities, including liabilities under the
Act.




 






 





          [If applicable, add information required by Regulation S-K Items 507
and/or 508.]




 






 





ANNEX D



	 	 	 	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS
OR SUPPLEMENTS THERETO.




	 	 	 
	 	Name:	 
	 	 	


	 	Address:	 
	 	 	


	 	 	





If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the Exchange Securities in the ordinary course of its business, it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities and it has no arrangements or understandings with any Person to
participate in a distribution of the Exchange Securities. If the undersigned
is a Broker-Dealer that will receive Exchange Securities for its own account in
exchange for Securities, it represents that the Securities to be exchanged for
Exchange Securities were acquired by it as a result of market-making activities
or other trading activities and acknowledges that it will deliver a prospectus
in connection with any resale of such Exchange Securities; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an “underwriter” within the meaning of the Act.