Unassociated Document


    
       

    

    
      
        

      

    

    
      Exhibit
4.2

      Execution Version

       

    

    REGISTRATION
RIGHTS AGREEMENT

     

    Dated as
of May 22, 2009

     

    among

     

    El Pollo
Loco, Inc.,

     

    EPL
Intermediate, Inc.

     

    and

     

    Jefferies
& Company, Inc.

     

      
        

      

    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    REGISTRATION
RIGHTS AGREEMENT

     

    This
Registration Rights Agreement (the “Agreement”) is made and entered into this
22nd
day of May, 2009, among El Pollo Loco, Inc., a Delaware corporation (the
“Company”), EPL Intermediate, Inc., a Delaware corporation (the “Guarantor”),
and Jefferies & Company, Inc. (the “Initial Purchaser”).

     

    This
Agreement is made pursuant to the Purchase Agreement, dated May 14, 2009, among
the Company, the Guarantor and the Initial Purchaser (the “Purchase Agreement”),
which provides for the sale by the Company to the Initial Purchaser of an
aggregate of $132,500,000 principal amount of the Company’s 113⁄4% Senior Notes
due 2012 (the “Securities”).  In order to induce the Initial Purchaser
to enter into the Purchase Agreement, the Company and the Guarantor have agreed
to provide to the Initial Purchaser and its direct and indirect transferees the
registration rights set forth in this Agreement.  The execution of
this Agreement is a condition to the closing under the Purchase
Agreement.

     

    In
consideration of the foregoing, the parties hereto agree as
follows:

     

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

     

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

     

    “1934 Act” shall mean
the Securities Exchange Act of l934, as amended from time to time.

     

    “Closing Date”
shall mean the Closing Date as defined in the Purchase Agreement.

     

    “Company” shall have
the meaning set forth in the preamble and shall also include the Company’s
successors.

     

    “Depositary” shall
mean The Depository Trust Company, or any other depositary appointed by the
Company; provided,
however, that such depositary must have an address in the Borough of
Manhattan, in the City of New York.

     

    “Exchange Offer” shall
mean the exchange offer by the Company of Exchange Securities for Registrable
Securities pursuant to Section 2.1 hereof.

     

    “Exchange
Offer Registration” shall mean a registration under the 1933 Act
effected pursuant to Section 2.1 hereof.

     

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


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Exchange Period”
shall have the meaning set forth in Section 2.1 hereof.

     

    “Exchange Securities”
shall mean the 113⁄4% Senior Secured Notes due 2012 issued by the Company under
the Indenture containing terms identical to the Securities in all material
respects (except for references to certain interest rate provisions,
restrictions on transfers and restrictive legends), to be offered to Holders of
Securities in exchange for Registrable Securities pursuant to the Exchange
Offer.

     

    “FINRA” shall mean the
Financial Industry Regulatory Authority, Inc.

     

    “Guarantee” shall have
the meaning set forth in the Indenture.

     

    “Guarantor” shall have
the meaning set forth in the preamble.

     

    “Holder” shall mean
the Initial Purchaser, for so long as it owns any Registrable Securities, and
its successors, assigns and direct and indirect transferees who become
registered owners of Registrable Securities under the Indenture and each
Participating Broker-Dealer that holds Exchange Securities for so long as such
Participating Broker-Dealer is required to deliver a prospectus meeting the
requirements of the 1933 Act in connection with any resale of such Exchange
Securities.

     

    “Indenture” shall mean
the Indenture relating to the Securities, dated as of May 22, 2009, among
the Company, the Guarantor and The Bank of New York Trust Company, N.A., as
Trustee, as the same may be amended, supplemented, waived or otherwise modified
from time to time in accordance with the terms thereof.

     

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

     

    “Liquidated Damages”
shall have the meaning set forth in Section 2.5.

     

    “Majority Holders”
shall mean the Holders of a majority of the aggregate principal amount of
Outstanding (as defined in the Indenture) Registrable Securities; provided that whenever the
consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company and
other obligors of the Securities or any Affiliate (as defined in the Indenture)
of the Company shall be disregarded in determining whether such consent or
approval was given by the Holders of such required percentage
amount.

     

    “Participating
Broker-Dealer” shall mean Jefferies & Company, Inc. and any other
broker-dealer which makes a market in the Securities and exchanges Registrable
Securities in the Exchange Offer for Exchange Securities.

     

    “Person” shall mean an
individual, partnership (general or limited), corporation, limited liability
company, trust or unincorporated organization, or a government or agency or
political subdivision thereof.


    
      
         


      

      
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    “Private Exchange”
shall have the meaning set forth in Section 2.1 hereof.

     

    “Private Exchange
Securities” shall have the meaning set forth in Section 2.1
hereof.

     

    “Prospectus” shall
mean the prospectus included in a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by
any prospectus supplement, including any such prospectus supplement with respect
to the terms of the offering of any portion of the Registrable Securities
covered by a Shelf Registration Statement, and by all other amendments and
supplements to a prospectus, including post-effective amendments, and in each
case including all material incorporated by reference therein.

     

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

     

    “Registrable
Securities” shall mean the Securities and, if issued, the Private
Exchange Securities; provided,
however, that the Securities and, if issued, the Private Exchange
Securities, shall cease to be Registrable Securities when (i) a Registration
Statement with respect to such Securities shall have been declared effective
under the 1933 Act and such Securities shall have been disposed of pursuant to
such Registration Statement, (ii) such Securities shall have ceased to be
outstanding or (iii) the Exchange Offer is consummated (except in the case of
Securities purchased from the Company and continued to be held by the Initial
Purchaser).

     

    “Registration
Expenses” shall mean any and all reasonable expenses incident to
performance of or compliance by the Company and the Guarantor with this
Agreement, including without limitation:  (i) all SEC, stock exchange
or FINRA registration and filing fees, including, if applicable, the fees and
expenses of any “qualified independent underwriter” (and its counsel) that is
required to be retained by any holder of Registrable Securities in accordance
with the rules and regulations of the FINRA, (ii) all fees and expenses
incurred in connection with compliance with state securities or blue sky laws
and compliance with the rules of the FINRA (including reasonable fees and
disbursements of counsel for any underwriters or Holders in connection with blue
sky qualification of any of the Exchange Securities or Registrable Securities
and any filings with the FINRA), (iii) all expenses of any Persons in
preparing or assisting in preparing, word processing, printing and distributing
any Registration Statement, any Prospectus, any amendments or supplements
thereto, any underwriting agreements, securities sales agreements and other
documents relating to the performance of and compliance with this Agreement,
(iv) all fees and expenses incurred in connection with the listing, if any, of
any of the Registrable Securities on any securities exchange or exchanges, (v)
all rating agency fees, (vi) the fees and disbursements of counsel for the
Company and of the independent public accountants of the Company and the
Guarantor, including the expenses of any special audits or “comfort” letters
required by or incident to such performance and compliance, (vii) the fees
and expenses of the Trustee, and any exchange agent or custodian,
(viii) the reasonable fees and disbursements of special counsel
representing the Holders of Registrable Securities, if any, and (ix) the fees
and expenses of any special experts retained by the Company or the Guarantor in
connection with any Registration Statement, but excluding underwriting discounts
and commissions and transfer taxes, if any, relating to the sale or disposition
of Registrable Securities by a Holder.


    
      
         


      

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

     

    “SEC” shall mean the
Securities and Exchange Commission or any successor agency or government body
performing the functions currently performed by the United States Securities and
Exchange Commission.

     

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

     

    “Shelf Registration”
shall mean a registration effected pursuant to Section 2.2
hereof.

     

    “Shelf
Registration Statement” shall mean a “shelf” registration statement
of the Company pursuant to the provisions of Section 2.2 of this Agreement
which covers all of the Registrable Securities or all of the Private Exchange
Securities on an appropriate form under Rule 415 under the 1933 Act, or any
similar rule that may be adopted by the SEC, and all amendments and supplements
to such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

     

    “TIA” shall have the
meaning set forth in Section 2.1.

     

    “Trustee” shall mean
the trustee with respect to the Securities under the Indenture.

     

    2.           Registration Under the 1933 Act.

     

    2.1         Exchange
Offer.  The Company and the Guarantor shall, for the benefit of
the Holders, at the Company’s and the Guarantor’s expense, (A) prepare and,
as soon as practicable but not later than 150 calendar days following the
Closing Date, use their reasonable best efforts to file with the SEC an Exchange
Offer Registration Statement on an appropriate form under the 1933 Act with
respect to a proposed Exchange Offer and the issuance and delivery to the
Holders, in exchange for the Registrable Securities (other than Private Exchange
Securities), of a like principal amount of Exchange Securities and (B) use
their reasonable best efforts to cause the Exchange Offer Registration Statement
to be declared effective under the 1933 Act within 240 calendar days of the
Closing Date.  The Exchange Securities will be issued under the
Indenture.  Upon the effectiveness of the Exchange Offer Registration
Statement, the Company and the Guarantor shall promptly commence the Exchange
Offer, it being the objective of such Exchange Offer to enable each Holder
eligible and electing to exchange Registrable Securities for Exchange Securities
(assuming that such Holder (a) acquired the Exchange Securities in the
ordinary course of such Holder’s business, (b) has no arrangements or
understandings with any Person to participate in the Exchange Offer for the
purpose of distributing the Exchange Securities to transfer such Exchange
Securities from and after their receipt without any limitations or restrictions
under the 1933 Act and under state securities or blue sky laws, (c) is not an
affiliate of the Company within the meaning of Rule 405 under the 1933 Act and
(d) is not a broker-dealer tendering Registrable Securities acquired
directly from the Company for its own account.


    
      
         


      

      
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    In
connection with the Exchange Offer, the Company and the Guarantor
shall:

     

    (a)       mail
as promptly as practicable 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;

     

    (b)      keep
the Exchange Offer open for acceptance for a period of not less than
30 calendar days after the date notice thereof is mailed to the Holders (or
longer if required by applicable law) (such period referred to herein as the
“Exchange Period”);

     

    (c)       utilize
the services of the Depositary for the Exchange Offer;

     

    (d)      permit
Holders to withdraw tendered Registrable Securities at any time prior to 5:00
p.m. (New York time), on the last business day of the Exchange Period, by
sending to the institution specified in the notice, a telegram, telex, facsimile
transmission or letter setting forth the name of such Holder, the principal
amount of Registrable Securities delivered for exchange, and a statement that
such Holder is withdrawing such Holder’s election to have such Securities
exchanged;

     

    (e)       notify
each Holder that any Registrable Security not tendered will remain outstanding
and continue to accrue interest, but will not retain any rights under this
Agreement (except in the case of the Initial Purchaser and Participating
Broker-Dealers as provided herein);

     

    (f)       shall
make available for a period of up to 180 calendar days after the consummation of
the Exchange Offer a copy of the Prospectus to any Participating Broker-Dealer
and any other Persons subject to the prospectus delivery requirements of the
1933 Act in connection with any resale of the Exchange Securities;
and

     

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

     

    If, prior
to consummation of the Exchange Offer, the Initial Purchaser holds any
Securities acquired by it and having the status of an unsold allotment in the
initial distribution, the Company upon the request of any Initial Purchaser
shall, simultaneously with the delivery of the Exchange Securities in the
Exchange Offer, issue and deliver to the Initial Purchaser in exchange (the
“Private Exchange”) for the Securities held by the Initial Purchaser, a like
principal amount of debt securities of the Company on a senior secured basis,
that are identical (except that such securities shall bear appropriate transfer
restrictions) to the Exchange Securities (the “Private Exchange
Securities”).


    
      
         


      

      
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    The
Exchange Securities and the Private Exchange Securities shall be issued under
(i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture and which, in either case, has been qualified under
the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such
qualification and shall provide that the Exchange Securities shall not be
subject to the transfer restrictions set forth in the Indenture but that the
Private Exchange Securities shall be subject to such transfer
restrictions.  The Indenture or such indenture shall provide that the
Exchange Securities, the Private Exchange Securities and the Securities shall
vote and consent together on all matters as one class and that none of the
Exchange Securities, the Private Exchange Securities or the Securities will have
the right to vote or consent as a separate class on any matter.  The
Private Exchange Securities shall be of the same series as and the Company and
the Guarantor shall use all commercially reasonable efforts to have the Private
Exchange Securities bear the same CUSIP number as the Exchange
Securities.  Neither the Company nor the Guarantor shall have any
liability under this Agreement solely as a result of such Private Exchange
Securities not bearing the same CUSIP number as the Exchange
Securities.

     

    As soon
as practicable after the close of the Exchange Offer and/or the Private
Exchange, as the case may be, the Company and the Guarantor shall:

     

    (i)       accept
for exchange all Registrable Securities duly tendered and not validly withdrawn
pursuant to the Exchange Offer in accordance with the terms of the Exchange
Offer Registration Statement and the letter of transmittal which shall be an
exhibit thereto;

     

    (ii)       accept
for exchange all Securities properly tendered pursuant to the Private
Exchange;

     

    (iii)      deliver
to the Trustee for cancellation all Registrable Securities so accepted for
exchange; and

     

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

     

    Interest
on each Exchange Security and Private Exchange Security will accrue from the
last date on which interest was paid on the Registrable Securities surrendered
in exchange therefor or, if no interest has been paid on the Registrable
Securities, from the date of original issuance.  The Exchange Offer
and the Private Exchange shall not be subject to any conditions, other than (i)
that the Exchange Offer or the Private Exchange, or the making of any exchange
by a Holder, does not violate applicable law or any applicable interpretation of
the staff of the SEC, (ii) the due tendering of Registrable Securities in
accordance with the Exchange Offer and the Private Exchange, (iii) that
each Holder of Registrable Securities exchanged in the Exchange Offer shall have
represented that all Exchange Securities to be received by it shall be acquired
in the ordinary course of its business and that at the time of the consummation
of the Exchange Offer it shall have no arrangement or understanding with any
person to participate in the distribution (within the meaning of the 1933 Act)
of the Exchange Securities and shall have made such other representations as may
be reasonably necessary under applicable SEC rules, regulations or
interpretations to render the use of Form S-4 or other appropriate form under
the 1933 Act available and (iv) that no action or proceeding shall have
been instituted or threatened in any court or by or before any governmental
agency with respect to the Exchange Offer or the Private Exchange which, in the
Company’s judgment, would reasonably be expected to impair the ability of the
Company and the Guarantor to proceed with the Exchange Offer or the Private
Exchange.  Upon the request of the Initial Purchaser, the Company
shall inform the Initial Purchaser of the names and addresses of the Holders to
whom the Exchange Offer is made, and the Initial Purchaser shall have the right
to contact such Holders and otherwise facilitate the tender of Registrable
Securities in the Exchange Offer.


    
      
         


      

      
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    2.2           Shelf Registration.  (i)  If,
because of any changes in law, SEC rules or regulations or applicable
interpretations thereof by the staff of the SEC, the Company and the Guarantor
are not permitted to effect the Exchange Offer as contemplated by
Section 2.1 hereof, (ii) if for any other reason the Exchange Offer is
not consummated within 270 calendar days after the original issuance of the
Registrable Securities, (iii) upon the reasonable request of the Initial
Purchaser or (iv) if a Holder (other than the Initial Purchaser) is not eligible
to participate in the Exchange Offer, then in case of each of clauses (i)
through (iv) the Company and the Guarantor shall, at their expense:

     

    (a)       As
promptly as practicable, file with the SEC, and thereafter shall use their
reasonable best efforts to cause to be declared effective as promptly as
practicable but no later than 360 calendar days after the original issuance of
the Registrable Securities, a Shelf Registration Statement relating to the offer
and sale of the Registrable Securities by the Holders from time to time in
accordance with the methods of distribution elected by the Majority Holders
participating in the Shelf Registration and set forth in such Shelf Registration
Statement.

     

    (b)      Use
their reasonable best efforts to keep the Shelf Registration Statement
continuously effective in order to permit the Prospectus forming part thereof to
be usable by Holders for a period of the earlier of the first anniversary after
the original issuance of the Registrable Securities and the date on which all
Registrable Securities covered by the Shelf Registration Statement have been
sold in the manner set forth in and contemplated by the Shelf Registration
Statement (the “Effectiveness Period”);  provided, however, that the
Effectiveness Period in respect of the Shelf Registration Statement shall be
extended to the extent required to permit dealers to comply with the applicable
prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise
provided herein.

     

    The
Company and the Guarantor shall not permit any securities other than Registrable
Securities to be included in the Shelf Registration Statement.  The
Company and the Guarantor further agree, if necessary, to supplement or amend
the Shelf Registration Statement, as required by Section 3(b) below, and to
furnish to the Holders of Registrable Securities copies of any such supplement
or amendment promptly after its being used or filed with the
SEC.


    
      
         


      

      
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    2.3         Expenses.  The
Company and the Guarantor shall pay all Registration Expenses in connection with
the registration pursuant to Section 2.1 or 2.2.  Each Holder
shall pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder’s Registrable Securities
pursuant to the Shelf Registration Statement.

     

    2.4         Effectiveness.  (a)  The
Company and the Guarantor will be deemed not to have used their reasonable best
efforts to cause the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, to become, or to remain, effective
during the requisite period if the Company or the Guarantor voluntarily take any
action that would, or omits to take any action which omission would, result in
any such Registration Statement not being declared effective or in the Holders
of Registrable Securities covered thereby not being able to exchange or offer
and sell such Registrable Securities during that period as and to the extent
contemplated hereby, unless such action is required by applicable
law.

     

    (b)         An
Exchange Offer Registration Statement pursuant to Section 2.1 hereof or a
Shelf Registration Statement pursuant to Section 2.2 hereof will not be
deemed to have become effective unless it has been declared effective by the
SEC; provided, however,
that if, after it has been declared effective, the offering of Registrable
Securities pursuant to an Exchange Offer Registration Statement or a Shelf
Registration Statement is interfered with by any stop order, injunction or other
order or requirement of the SEC or any other governmental agency or court, such
Registration Statement will be deemed not to have become effective during the
period of such interference, until the offering of Registrable Securities
pursuant to such Registration Statement may legally resume.

     

    2.5         Interest.  In
the event that (a) the Exchange Offer Registration Statement is not filed with
the SEC on or prior to the 150th calendar day following the date of original
issuance of the Securities, (b) the Exchange Offer Registration Statement has
not been declared effective on or prior to the 240th calendar day following the
date of original issuance of the Securities or (c) the Exchange Offer is not
consummated or a Shelf Registration Statement is not declared effective on or
prior to the 360th calendar day following the date of original issuance of the
Securities (each such event referred to in clauses (a) through (c) above, a
“Registration Default”), the interest rate borne by the Securities shall be
increased (“Liquidated Damages”) by one-quarter of one percent per annum
beginning upon the date of the occurrence of each Registration Default, which
rate will increase by one quarter of one percent each 90-day period that such
Liquidated Damages continue to accrue under any such circumstance, provided that
the Liquidated Damages will in no event exceed one percent (1%) per
annum.  Following the cure of all Registration Defaults the accrual of
Liquidated Damages will cease and the interest rate will revert to the original
rate; provided, however, that if, after such
reversion of the interest rate, a different Registration Default occurs,
Liquidated Damages may again accrue pursuant to the provisions of this
paragraph.


    
      
         


      

      
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    If the
Shelf Registration Statement is unusable by the Holders for any reason, and the
aggregate number of days in any consecutive twelve-month period for which the
Shelf Registration Statement shall not be usable exceeds 30 calendar days in the
aggregate, then the interest rate borne by the Securities will be increased by
0.25% per annum for the first 90-day period (or portion thereof) beginning on
the 31st day
that such Shelf Registration Statement ceases to be usable, which rate shall be
increased by an additional 0.25% per annum at the beginning of each subsequent
90-day period, provided that the maximum aggregate increase in the interest rate
will in no event exceed one percent (1%) per annum.  Any amounts
payable under this paragraph shall also be deemed “Liquidated Damages” for
purposes of this Agreement.  Upon the Shelf Registration Statement
once again becoming usable, the interest rate borne by the Securities will be
reduced to the original interest rate; provided, however, that if the Shelf
Registration Statement again becomes unusable after the reduction of such
interest rate, Liquidated Damages may again accrue pursuant to the provisions of
this paragraph.  Liquidated Damages shall be computed based on the
actual number of days elapsed in each 90-day period in which the Shelf
Registration Statement is unusable.

     

    The
Company shall notify the Trustee within five business days after each and every
date on which an event occurs in respect of which Liquidated Damages are
required to be paid (an “Event Date”).  Liquidated Damages shall be
paid by depositing with the Trustee, in trust, for the benefit of the Holders of
Registrable Securities, on or before the applicable semiannual interest payment
date, immediately available funds in sums sufficient to pay the Liquidated
Damages then due.  The Liquidated Damages due shall be payable on each
interest payment date to the record Holder of Securities entitled to receive the
interest payment to be paid on such date as set forth in the
Indenture.  Each obligation to pay Liquidated Damages shall be deemed
to accrue from and including the day following the applicable Event
Date.

     

    3.           Registration
Procedures.  In connection with the obligations of the Company
and the Guarantor with respect to Registration Statements pursuant to
Sections 2.1 and 2.2 hereof, the Company and the Guarantor
shall:

     

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

     

    (b)         prepare
and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary under applicable law to keep such
Registration Statement effective for the applicable period; and cause each
Prospectus to be supplemented by any required prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provision then in
force) under the 1933 Act and comply with the provisions of the 1933 Act, the
1934 Act and the rules and regulations thereunder applicable to them with
respect to the disposition of all securities covered by each Registration
Statement during the applicable period in accordance with the intended method or
methods of distribution by the selling Holders thereof (including sales by any
Participating Broker-Dealer);


    
      
         


      

      
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    (c)         in
the case of a Shelf Registration, (i) notify each Holder of Registrable
Securities, at least five business days prior to filing, that a Shelf
Registration Statement with respect to the Registrable Securities is being filed
and advising such Holders that the distribution of Registrable Securities will
be made in accordance with the method selected by the Majority Holders
participating in the Shelf Registration; (ii) furnish to each Holder of
Registrable Securities and to each underwriter of an underwritten offering of
Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Holder or underwriter may
reasonably request, including financial statements and schedules and, if the
Holder so requests, all exhibits in order to facilitate the public sale or other
disposition of the Registrable Securities; and (iii) hereby consent to the
use of the Prospectus or any amendment or supplement thereto by each of the
selling Holders of Registrable Securities in connection with the offering and
sale of the Registrable Securities covered by the Prospectus or any amendment or
supplement thereto;

     

    (d)         use
their reasonable best efforts to register or qualify the Registrable Securities
under all applicable state securities or “blue sky” laws of such jurisdictions
as any Holder of Registrable Securities covered by a Registration Statement and
each underwriter of an underwritten offering of Registrable Securities shall
reasonably request by the time the applicable Registration Statement is declared
effective by the SEC, and do any and all other acts and things which may be
reasonably necessary or advisable to enable each such Holder and underwriter to
consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; provided, however, that
neither the Company nor the Guarantor shall be required to (i) qualify as a
foreign corporation or as a dealer in securities in any jurisdiction where it
would not otherwise be required to qualify but for this Section 3(d), or
(ii) take any action which would subject it to general service of process or
taxation in any such jurisdiction where it is not then so
subject;


    
      
         


      

      
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    (e)       notify
promptly each Holder of Registrable Securities under a Shelf Registration or any
Participating Broker-Dealer who has notified the Company that it is utilizing
the Exchange Offer Registration Statement as provided in paragraph (f) below
and, if requested by such Holder or Participating Broker-Dealer, confirm such
advice in writing within five business days advance notice (i) when a
Registration Statement has become effective and when any post-effective
amendments and supplements thereto become effective, (ii) of any request by
the SEC or any state securities authority for post-effective amendments and
supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of
the issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) in the case of a Shelf Registration,
if, between the effective date of a Registration Statement and the closing of
any sale of Registrable Securities covered thereby, the representations and
warranties of the Company or the Guarantor contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any,
relating to the offering cease to be true and correct in all material respects,
(v) of the happening of any event or the discovery of any facts during the
period a Shelf Registration Statement is effective which makes any statement
made in such Registration Statement or the related Prospectus untrue in any
material respect or which requires the making of any changes in such
Registration Statement or Prospectus in order to make the statements therein not
misleading, (vi) of the receipt by the Company or the Guarantor of any
notification with respect to the suspension of the qualification of the
Registrable Securities or the Exchange Securities, as the case may be, for sale
in any jurisdiction or the initiation or, to the Company’s or the Guarantor’s
knowledge, threatening of any proceeding for such purpose and (vii) of any
determination by the Company or the Guarantor that a post-effective amendment to
such Registration Statement would be appropriate;

     

    (f)       in
the case of the Exchange Offer Registration Statement (i) include in the
Exchange Offer Registration Statement a section entitled “Plan of Distribution”
which section shall be reasonably acceptable to the Initial Purchaser on behalf
of the Participating Broker-Dealers, and 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 holds Registrable
Securities acquired for its own account as a result of market-making activities
or other trading activities and that will be the beneficial owner (as defined in
Rule 13d-3 under the 1934 Act) of Exchange Securities to be received by such
broker-dealer in the Exchange Offer, 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 on behalf of the
Participating Broker-Dealers and its counsel, represent the prevailing views of
the staff of the SEC, including a statement that any such broker-dealer who
receives Exchange Securities for Registrable Securities pursuant to the Exchange
Offer may be deemed a statutory underwriter and must deliver a prospectus
meeting the requirements of the 1933 Act in connection with any resale of such
Exchange Securities, (ii) furnish to each Participating Broker-Dealer who
has delivered to the Company the notice referred to in Section 3(e),
without charge, as many copies of each Prospectus included in the Exchange Offer
Registration Statement, including any preliminary prospectus, and any amendment
or supplement thereto, as such Participating Broker-Dealer may reasonably
request, (iii) hereby consent to the use of the Prospectus forming part of
the Exchange Offer Registration Statement or any amendment or supplement
thereto, by any Person subject to the prospectus delivery requirements of the
SEC, including all Participating Broker-Dealers, in connection with the sale or
transfer of the Exchange Securities covered by the Prospectus or any amendment
or supplement thereto, and (iv) include in the transmittal letter or
similar documentation to be executed by an exchange offeree in order to
participate in the Exchange Offer (x) the following provision:


    
      
         


      

      
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    “If the
exchange offeree is a broker-dealer holding Registrable Securities acquired for
its own account as a result of market-making activities or other trading
activities, it will deliver a prospectus meeting the requirements of the 1933
Act in connection with any resale of Exchange Securities received in respect of
such Registrable Securities pursuant to the Exchange Offer;” and

     

    (y) a
statement to the effect that by a broker-dealer making the acknowledgment
described in clause (x) and by delivering a Prospectus in connection with
the exchange of Registrable Securities, the broker-dealer will not be deemed to
admit that it is an underwriter within the meaning of the 1933 Act;

     

    (g)      (i)  in
the case of an Exchange Offer, furnish counsel for the Initial Purchaser and
(ii) in the case of a Shelf Registration, furnish counsel for the Holders
of Registrable Securities copies of any comment letters received from the SEC or
any other request by the SEC or any state securities authority for amendments or
supplements to a Registration Statement and Prospectus or for additional
information;

     

    (h)     use
every reasonable effort to as promptly as practicable obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement;

     

    (i)       in
the case of a Shelf Registration, furnish to each Holder of Registrable
Securities, and each underwriter, if any, without charge, at least one conformed
copy of each Registration Statement and any post-effective amendment thereto,
including financial statements and schedules (without documents incorporated
therein by reference and all exhibits thereto, unless requested);

     

    (j)       in
the case of a Shelf Registration, cooperate with the selling Holders of
Registrable Securities to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold and not bearing any
restrictive legends; and enable such Registrable Securities to be in such
denominations (consistent with the provisions of the Indenture) and registered
in such names as the selling Holders or the underwriters, if any, may reasonably
request at least three business days prior to the closing of any sale of
Registrable Securities;

     

    (k)      in
the case of a Shelf Registration, upon the occurrence of any event or the
discovery of any facts, each as contemplated by Sections 3(e)(v) and
3(e)(vi) hereof, as promptly as practicable after the occurrence of such an
event, use their reasonable best efforts to prepare a supplement or
post-effective amendment to the Registration Statement or the related Prospectus
or any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable
Securities or Participating Broker-Dealers, such Prospectus will not contain at
the time of such delivery any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading or will remain so
qualified.  At such time as such public disclosure is otherwise made
or the Company determines that such disclosure is not necessary, in each case to
correct any misstatement of a material fact or to include any omitted material
fact, the Company agrees promptly to notify each Holder of such determination
and to furnish each Holder such number of copies of the Prospectus as amended or
supplemented, as such Holder may reasonably request;


    
      
         


      

      
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    (l)       in
the case of a Shelf Registration, a reasonable time prior to the filing of any
Registration Statement, any Prospectus, any amendment to a Registration
Statement or amendment or supplement to a Prospectus or any document which is to
be incorporated by reference into a Registration Statement or a Prospectus after
initial filing of a Registration Statement, provide copies of such document to
the Initial Purchaser on behalf of such Holders; and make representatives of the
Company and the Guarantor as shall be reasonably requested by the Holders of
Registrable Securities, or the Initial Purchaser on behalf of such Holders,
available for discussion of such document;

     

    (m)      use
all commercially reasonable efforts obtain or cause to be obtained a CUSIP
number for all Exchange Securities, Private Exchange Securities or Registrable
Securities, as the case may be, not later than the effective date of a
Registration Statement, and provide the Trustee with printed certificates for
the Exchange Securities, Private Exchange Securities or the Registrable
Securities, as the case may be, in a form eligible for deposit with the
Depositary;

     

    (n)      (i)  cause
the Indenture to be qualified under the TIA in connection with the registration
of the Exchange Securities or Registrable Securities, as the case may be,
(ii) cooperate with the Trustee and the Holders to effect such changes to
the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the TIA and (iii) execute, and use their best
efforts to cause the Trustee to execute, all documents as may be required to
effect such changes, and all other forms and documents required to be filed with
the SEC to enable the Indenture to be so qualified in a timely
manner;

     

    (o)      in
the case of a Shelf Registration, enter into agreements (including underwriting
agreements) and take all other customary and appropriate actions in order to
expedite or facilitate the disposition of such Registrable Securities and in
such connection whether or not an underwriting agreement is entered into and
whether or not the registration is an underwritten registration:

     

    (i)       make
such representations and warranties to the Holders of such Registrable
Securities and the underwriters, if any, in form, substance and scope as are
customarily made by issuers to underwriters in similar underwritten offerings as
may be reasonably requested by them;

     

    (ii)     obtain
opinions of counsel to the Company and updates thereof (which counsel and
opinions shall be reasonably satisfactory to the managing underwriters, if any,
and the holders of a majority in principal amount of the Registrable Securities
being sold) addressed to each selling Holder and the underwriters, if any,
covering the matters customarily covered in opinions requested in sales of
securities or underwritten offerings and such other matters as may be reasonably
requested by such Holders and underwriters;


    
      
         


      

      
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    (iii)           obtain
“comfort” letters and updates thereof from the Company’s and the Guarantor’s
independent certified public accountants (and, if necessary, any other
independent certified public accountants of any subsidiary of the Company or of
any business acquired by the Company or the Guarantor for which financial
statements are, or are required to be, included in the Registration Statement)
addressed to the underwriters, if any, and use reasonable efforts to have such
letter addressed to the selling Holders of Registrable Securities (to the extent
consistent with Statement on Auditing Standards No. 72 of the American Institute
of Certified Public Accountants), such letters to be in customary form and
covering matters of the type customarily covered in “comfort” letters to
underwriters in connection with similar underwritten offerings;

     

    (iv)           enter
into a securities sales agreement with the Holders and an agent of the Holders
providing for, among other things, the appointment of such agent for the selling
Holders for the purpose of soliciting purchases of Registrable Securities, which
agreement shall be in form, substance and scope customary for similar
offerings;

     

    (v)            if
an underwriting agreement is entered into, cause the same to set forth
indemnification provisions and procedures substantially equivalent to the
indemnification provisions and procedures set forth in Section 4 hereof
with respect to the underwriters and all other parties to be indemnified
pursuant to said Section or, at the request of any underwriters, in the form
customarily provided to such underwriters in similar types of transactions;
and

     

    (vi)          
deliver such documents and certificates as may be reasonably requested and as
are customarily delivered in similar offerings to the Holders of a majority in
principal amount of the Registrable Securities being sold and the managing
underwriters, if any.

     

    The above
shall be done at (i) the effectiveness of such Registration Statement (and each
post-effective amendment thereto) and (ii) each closing under any underwriting
or similar agreement as and to the extent required thereunder;

     

    (p)           in
the case of a Shelf Registration or if a Prospectus is required to be delivered
by any Participating Broker-Dealer in the case of an Exchange Offer, make
available for inspection by representatives of the Holders of the Registrable
Securities, any underwriters participating in any disposition pursuant to a
Shelf Registration Statement, any Participating Broker-Dealer and any counsel or
accountant retained by any of the foregoing, all financial and other records,
pertinent corporate documents and properties of the Company  and the
Guarantor reasonably requested by any such persons, and cause the respective
officers, directors, employees, and any other agents of the Company and the
Guarantor to supply all information reasonably requested by any such
representative, underwriter, special counsel or accountant in connection with a
Registration Statement, and make such representatives of the Company and the
Guarantor available for discussion of such documents as shall be reasonably
requested by the Initial Purchaser;


    
      
         


      

      
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    (q)            (i)  in
the case of an Exchange Offer Registration Statement, a reasonable time prior to
the filing of any Exchange Offer Registration Statement, any Prospectus forming
a part thereof, any amendment to an Exchange Offer Registration Statement or
amendment or supplement to such Prospectus, provide copies of such document to
the Initial Purchaser and to counsel to the Holders of Registrable Securities
and make such changes in any such document prior to the filing thereof as the
Initial Purchaser or counsel to the Holders of Registrable Securities may
reasonably request and, except as otherwise required by applicable law, not file
any such document in a form to which the Initial Purchaser on behalf of the
Holders of Registrable Securities and counsel to the Holders of Registrable
Securities shall not have previously been advised and furnished a copy of or to
which the Initial Purchaser on behalf of the Holders of Registrable Securities
or counsel to the Holders of Registrable Securities shall reasonably object, and
make the representatives of the Company and the Guarantor available for
discussion of such documents as shall be reasonably requested by the Initial
Purchaser; and

     

    (ii)            in
the case of a Shelf Registration, a reasonable time prior to filing any Shelf
Registration Statement, any Prospectus forming a part thereof, any amendment to
such Shelf Registration Statement or amendment or supplement to such Prospectus,
provide copies of such document to the Holders of Registrable Securities, to the
Initial Purchaser, to counsel for the Holders and to the underwriter or
underwriters of an underwritten offering of Registrable Securities, if any, make
such changes in any such document prior to the filing thereof as the Initial
Purchaser, the counsel to the Holders or the underwriter or underwriters
reasonably request and not file any such document in a form to which the
Majority Holders, the Initial Purchaser on behalf of the Holders of Registrable
Securities, counsel for the Holders of Registrable Securities or any underwriter
shall not have previously been advised and furnished a copy of or to which the
Majority Holders, the Initial Purchaser of behalf of the Holders of Registrable
Securities, counsel to the Holders of Registrable Securities or any underwriter
shall reasonably object, and make the representatives of the Company and the
Guarantor available for discussion of such document as shall be reasonably
requested by the Holders of Registrable Securities, the Initial Purchaser on
behalf of such Holders, counsel for the Holders of Registrable Securities or any
underwriter.

     

    (r)             in
the case of a Shelf Registration, use their reasonable best efforts to cause all
Registrable Securities to be listed on any securities exchange on which similar
debt securities issued by the Company are then listed if requested by the
Majority Holders, or if requested by the underwriter or underwriters of an
underwritten offering of Registrable Securities, if any;


    
      
         


      

      
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    (s)            in
the case of a Shelf Registration, use their reasonable best efforts to cause the
Registrable Securities to be rated by the appropriate rating agencies, if so
requested by the Majority Holders, or if requested by the underwriter or
underwriters of an underwritten offering of Registrable Securities, if
any;

     

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

     

    (u)            cooperate
and assist in any filings required to be made with the FINRA and, in the case of
a Shelf Registration, in the performance of any due diligence investigation by
any underwriter and its counsel (including any “qualified independent
underwriter” that is required to be retained in accordance with the rules and
regulations of the FINRA); and

     

    (v)            upon
consummation of an Exchange Offer or a Private Exchange, if requested by the
Trustee, obtain an opinion of counsel to the Company reasonably satisfactory to
and addressed to the Trustee for the benefit of all Holders of Registrable
Securities participating in the Exchange Offer or Private Exchange, and which
includes an opinion that (i) the Company and the Guarantor have duly
authorized, executed and delivered the Exchange Securities and/or Private
Exchange Securities, as applicable, and the related indenture, and
(ii) each of the Exchange Securities and related indenture constitute a
legal, valid and binding obligation of the Company, enforceable against the
Company and the Guarantor in accordance with its respective terms (with
customary exceptions).

     

    In the
case of a Shelf Registration Statement, the Company may (as a condition to such
Holder’s participation in the Shelf Registration) require each Holder of
Registrable Securities to furnish to the Company such information regarding the
Holder and the proposed distribution by such Holder of such Registrable
Securities as the Company may from time to time reasonably request in
writing.

     

    In the
case of a Shelf Registration Statement, each Holder agrees that, upon receipt of
any notice from the Company or the Guarantor of the happening of any event or
the discovery of any facts, each of the kind described in Section 3(e)(v)
hereof, such Holder will forthwith discontinue disposition of Registrable
Securities pursuant to a Registration Statement until such Holder’s receipt of
the copies of the supplemented or amended Prospectus contemplated by
Section 3(k) hereof, and, if so directed by the Company or the Guarantor,
such Holder will deliver to the Company (at its expense) all copies in such
Holder’s possession, other than permanent file copies then in such Holder’s
possession, of the Prospectus covering such Registrable Securities current at
the time of receipt of such notice.


    
      
         


      

      
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    If any of
the Registrable Securities covered by any Shelf Registration Statement are to be
sold in an underwritten offering, the underwriter or underwriters and manager or
managers that will manage such offering will be selected by the Majority Holders
of such Registrable Securities included in such offering and will be acceptable
to the Company.  No Holder of Registrable Securities may participate
in any underwritten registration hereunder unless such Holder (a) agrees to sell
such Holder’s Registrable Securities on the basis provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

     

    4.            
Indemnification;
Contribution.  (a)  The Company and the Guarantor,
joint and severally, agree to indemnify and hold harmless the Initial Purchaser,
each Holder, each Participating Broker-Dealer, each Person who participates as
an underwriter (any such Person being an “Underwriter”) and each Person, if any,
who controls any Holder or Underwriter within the meaning of Section 15 of
the 1933 Act or Section 20 of the 1934 Act as follows:

     

    (i)            against
any and all loss, liability, claim, damage and expense whatsoever, as incurred,
arising out of any untrue statement, or alleged untrue statement, of a material
fact contained in any Registration Statement (or any amendment or supplement
thereto) pursuant to which Exchange Securities or Registrable Securities were
registered under the 1933 Act, including all documents incorporated therein by
reference, or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or arising out of any untrue statement, or alleged untrue statement,
of a material fact contained in any Prospectus (or any amendment or supplement
thereto) or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

     

    (ii)           against
any and all loss, liability, claim, damage and expense whatsoever, as incurred,
to the extent of the aggregate amount paid in settlement of any litigation, or
any investigation or proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission;  provided
that (subject to Section 4(d) below) any such settlement is effected with
the written consent of the Company; and

     

    (iii)          against
any and all expense whatsoever, as incurred (including the fees and
disbursements of counsel chosen by any indemnified party), reasonably incurred
in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under subparagraph (i) or (ii) above;

     

    provided, however, that this indemnity
agreement shall not apply to any loss, liability, claim, damage or expense to
the extent arising out of any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with written
information furnished to the Company by such Holder, Participating
Broker-Dealer, Underwriter or Person controlling such Holder or Underwriter
expressly for use in a Registration Statement (or any amendment thereto) or any
Prospectus (or any amendment or supplement thereto).


    
      
         


      

      
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    (b)           Each
Holder severally, but not jointly, agrees to indemnify and hold harmless the
Company and the Guarantor, the Initial Purchaser, each Underwriter and the other
selling Holders, and each of their respective directors and officers, and each
Person, if any, who controls the Company, the Initial Purchaser, any Underwriter
or any other selling Holder within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act, against any and all loss, liability,
claim, damage and expense described in the indemnity contained in
Section 4(a) hereof, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Shelf Registration Statement (or any amendment thereto) or any Prospectus
included therein (or any amendment or supplement thereto) in reliance upon and
in conformity with written information with respect to such Holder furnished to
the Company by such Holder expressly for use in the Shelf Registration Statement
(or any amendment thereto) or such Prospectus (or any amendment or supplement
thereto); provided,
however, that no such Holder shall be liable for any claims hereunder in
excess of the amount of net proceeds received by such Holder from the sale of
Registrable Securities pursuant to such Shelf Registration
Statement.

     

    (c)           Each
indemnified party shall give notice as promptly as reasonably practicable to
each indemnifying party of any action or proceeding commenced against it in
respect of which indemnity may be sought hereunder, but failure so to notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement.  An indemnifying party
may participate at its own expense in the defense of such action; provided, however, that counsel to the
indemnifying party shall not (except with the consent of the indemnified party)
also be counsel to the indemnified party.  In no event shall the
indemnifying party or parties be liable for the fees and expenses of more than
one counsel (in addition to any local counsel) separate from their own counsel
for all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. No indemnifying party shall, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or
contribution could be sought under this Section 4 (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.


    
      
         


      

      
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    (d)           If
at any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for reasonable fees and expenses of counsel,
such indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 4(a)(ii) effected without its written
consent if (i) such settlement is entered into more than 45 days after receipt
by such indemnifying party of the aforesaid request, (ii) such indemnifying
party shall have received notice of the terms of such settlement at least 30
days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such
request prior to the date of such settlement.

     

    (e)            If
the indemnification provided for in this Section 4 is for any reason
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, liabilities, claims, damages or expenses referred to therein,
then each indemnifying party shall contribute to the aggregate amount of such
losses, liabilities, claims, damages and expenses incurred by such indemnified
party, as incurred, in such proportion as is appropriate to reflect the relative
fault of the Company and the Guarantor on the one hand and the Holders and the
Initial Purchaser on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

     

    The
relative fault of the Company and the Guarantor on the one hand and the Holders
and the Initial Purchaser on the other hand shall be determined by reference to,
among other things, whether any such, untrue or alleged untrue, statement of a
material fact or omission, or alleged omission, to state a material fact relates
to information supplied by the Company or the Guarantor, the Holders or the
Initial Purchaser and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.

     

    The
Company, the Guarantor, the Holders and the Initial Purchaser agree that it
would not be just and equitable if contribution pursuant to this Section 4
were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to above in
this Section 4. The aggregate amount of losses, liabilities, claims,
damages and expenses incurred by an indemnified party and referred to above in
this Section 4 shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue or alleged untrue statement or omission or alleged
omission.

     

    Notwithstanding
the provisions of this Section 4, the Initial Purchaser is not required to
contribute any amount in excess of the amount by which the total price at which
the Securities sold by it were offered exceeds the amount of any damages which
the Initial Purchaser 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 1933 Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.

     


    
      
         


      

      
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    For
purposes of this Section 4, each Person, if any, who controls the Initial
Purchaser or a Holder within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as
the Initial Purchaser or such Holder, and each director of the Company or the
Guarantor, and each Person, if any, who controls the Company or the Guarantor
within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act shall have the same rights to contribution as the Company and the
Guarantor.

     

    5.             Miscellaneous.

     

    5.1           Rule 144 and Rule
144A.  For so long as the Company or the Guarantor is subject
to the reporting requirements of Section 13(a) or 15(d) of the 1934 Act,
the Company and the Guarantor covenant that they will file the reports required
to be filed by them under the 1933 Act and Section 13(a) or 15(d) of the
1934 Act and the rules and regulations adopted by the SEC
thereunder.  If the Company and the Guarantor cease to be so required
to file such reports, the Company and the Guarantor covenant that they will upon
the request of any Holder of Registrable Securities (a) make publicly available
such information as is necessary to permit sales pursuant to Rule 144 under the
1933 Act, (b) deliver such information to a prospective purchaser as is
necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will
take such further action as any Holder of Registrable Securities may reasonably
request, and (c) take such further action that is reasonable in the
circumstances, in each case, to the extent required from time to time to enable
such Holder to sell its Registrable Securities without registration under the
1933 Act within the limitation of the exemptions provided by (i) Rule 144 under
the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A
under the 1933 Act, as such Rule may be amended from time to time, or (iii) any
similar rules or regulations hereafter adopted by the SEC.  Upon the
request of any Holder of Registrable Securities, the Company and the Guarantor
will deliver to such Holder a written statement as to whether they have complied
with such requirements.

     

    5.2           No Inconsistent
Agreements.  Neither the Company nor the Guarantor has entered
into and the Company will not after the date of this Agreement enter into any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof.  The rights granted to the Holders hereunder do not
and will not for the term of this Agreement in any way conflict with the rights
granted to the holders of the Company’s or the Guarantor’s other issued and
outstanding securities under any such agreements.

     

    5.3           Amendments and
Waivers.  The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless the Company has obtained the written consent of Holders of at least a
majority in aggregate principal amount of the outstanding Registrable Securities
affected by such amendment, modification, supplement, waiver or
departure.

     

    5.4           Notices.  All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand delivery, registered first-class mail, telex,
telecopier, or any courier guaranteeing overnight delivery (a) if to a Holder,
at the most current address given by such Holder to the Company by means of a
written notice given in accordance with the provisions of this Section 5.4,
which address initially is the address set forth in the Purchase Agreement with
respect to the Initial Purchaser; and (b) if to the Company or the
Guarantor, initially at the Company’s address set forth in the Purchase
Agreement, and thereafter at such other address of which notice is given in
accordance with the provisions of this Section 5.4.


    
      
         


      

      
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    All such
notices and communications shall be deemed to have been duly
given:  at the time delivered by hand, if personally delivered; two
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

     

    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.

     

    5.5           Successor and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors, assigns and transferees of each of the parties,
including, without limitation and without the need for an express assignment,
subsequent Holders; provided that nothing herein
shall be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Purchase Agreement or
the Indenture.  If any transferee of any Holder shall acquire
Registrable Securities, in any manner, whether by operation of law or otherwise,
such Registrable Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Registrable Securities such person
shall be conclusively deemed to have agreed to be bound by and to perform all of
the terms and provisions of this Agreement, including the restrictions on resale
set forth in this Agreement and, if applicable, the Purchase Agreement, and such
person shall be entitled to receive the benefits hereof.

     

    5.6           Third-Party
Beneficiaries.  Each Holder of Registrable Securities shall be
a third-party beneficiary to the agreements made hereunder between the Company
and the Guarantor, on the one hand, and the Initial Purchaser, on the other
hand, and shall have the right to enforce such agreements directly to the extent
it deems such enforcement necessary or advisable to protect its rights
hereunder.

     

    5.7           Specific
Enforcement.  Without limiting the remedies available to the
Initial Purchaser and the Holders, the Company and the Guarantor acknowledge
that any failure by the Company or the Guarantor to comply with their
obligations under Sections 2.1 through 2.4 hereof may result in material
irreparable injury to the Initial Purchaser or the Holders for which there is no
adequate remedy at law, that it would not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, the Initial
Purchaser or any Holder may obtain such relief as may be required to
specifically enforce the Company’s and the Guarantor’s obligations under
Sections 2.1 through 2.4 hereof.

     

    5.8           Restriction on
Resales.  Until the expiration of two years after the original
issuance of the Securities and the Guarantees, the Company and the Guarantor
will not, and will cause their “affiliates” (as such term is defined in Rule
144(a)(1) under the 1933 Act) not to, resell any Securities and Guarantees which
are “restricted securities” (as such term is defined under Rule 144(a)(3) under
the 1933 Act) that have been reacquired by any of them and shall immediately
upon any purchase of any such Securities and Guarantees submit such Securities
and Guarantees to the Trustee for cancellation.


    
      
         


      

      
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    5.9           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.

     

    5.10         Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

     

    5.11         GOVERNING LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

     

    5.12         Severability. In the
event that any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.


    
      
         


      

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

     

    
      
        
          
            	 
      	
                    EL
      POLLO LOCO, INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	/s/ Gary
      Campanaro    
	 
      	 
      	
                    Name: 
      Gary Campanaro  

                  
	 
      	 
      	
                    Title:    Chief
      Financial Officer  

                  
	 
      	 
      
	 
      	
                    EPL
      INTERMEDIATE, INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	/s/ Gary
      Campanaro    
	 
      	 
      	
                    Name: 
      Gary Campanaro  

                  
	 
      	 
      	
                    Title:   
      Chief Financial
Officer

                  


          

        

      

    

     

    Confirmed
and accepted as of

    the date
first above written:

     

    JEFFERIES
& COMPANY, INC.

     

    
      
        
          	
                  By:

                	/s/
      Christian Morris    	 
	 
      	
                  Name:   
      Christian Morris  

                	 
	 
      	
                  Title:      Managing
      Director

                	 


        

      

    

     

    
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