Exhibit 4.3


     

    
      

      

    

    
 

    REGISTRATION
      RIGHTS AGREEMENT

    


    


    by
      and
      among

    


    


    BPC
      Acquisition Corp. 

    BPC
      Holding Corporation

    the
      subsidiaries of BPC Holding Corporation parties hereto

    


    


    and

    


    


    Deutsche
      Bank Securities Inc.

    Credit
      Suisse Securities (USA) LLC

    Citigroup
      Global Markets Inc.

    J.P.
      Morgan Securities Inc.

    Banc
      of America Securities LLC

    Lehman
      Brothers Inc.

    Bear,
      Stearns & Co.

    GE
      Capital Markets, Inc.

    


    


    


    


    Dated
      as
      of September 20, 2006

    



    
      
        
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    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”) is made and entered into as of
      September 20, 2006, by and among BPC Acquisition Corp., a Delaware
      corporation (“Merger Sub”), BPC Holding Corporation, a Delaware corporation (the
“Company”), the subsidiaries of the Company listed on Schedule A hereto
      (collectively, the “Guarantors”), Deutsche Bank Securities Inc., Credit Suisse
      Securities (USA) LLC, Citigroup Global Markets Inc., J.P. Morgan Securities
      Inc., Banc of America Securities LLC, Lehman Brothers Inc., Bear, Stearns &
Co. and GE Capital Markets, Inc. (collectively, the “Initial Purchasers”), each
      of whom has agreed to purchase, pursuant to the Purchase Agreement (as defined
      below), the 87⁄8% Second Priority Senior Secured Fixed Rate Notes due 2014 (the
“Fixed
      Rate Notes”)
      and
      the Second Priority Senior Secured Floating Rate Notes due 2014 (the
“Floating
      Rate Notes”
and,
      together with the Fixed Rate Notes, the “Initial Notes”) issued by Merger Sub.
      Upon consummation of the Acquisition (as defined in the Purchase Agreement),
      the
      Company, the Guarantors and the Trustee will execute a supplemental indenture
      to
      the Indenture, pursuant to which the Company will assume, and the Guarantors
      will fully and unconditionally guarantee on a senior secured basis (the “Initial
      Guarantees”), Merger Sub’s obligations under the Initial Notes. The Initial
      Notes and the Initial Guarantees are herein collectively referred to as the
      “Initial Securities.”

     

    This
      Agreement is made pursuant to the Purchase Agreement, dated September 15,
      2006 (the “Purchase Agreement”), among Merger Sub and the Initial Purchasers,
      and the Joinder Agreement, dated September 20, 2006, among the Company and
      the
      subsidiaries of the Company parties thereto (i) for the benefit of the Initial
      Purchasers and (ii) for the benefit of the holders from time to time of the
      Initial Securities, including the Initial Purchasers. In order to induce the
      Initial Purchasers to purchase the Initial Securities, the Company, Merger
      Sub
      and the Guarantors have agreed to provide the registration rights set forth
      in
      this Agreement. The execution and delivery of this Agreement is a condition
      to
      the obligations of the Initial Purchasers set forth in Section 6(g) of the
      Purchase Agreement. This Agreement shall become effective automatically and
      without further action with respect to the Company and the Guarantors only
      immediately upon the completion of the Acquisition described in the Purchase
      Agreement.

     

    The
      parties hereby agree as follows:

     

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

     

    Additional
      Interest Payment Date: With
      respect to the Initial Securities, each Interest Payment Date.

     

    Broker-Dealer:
      Any
      broker or dealer registered under the Exchange Act.

     

    Business
      Day:
      Any day
      other than a Saturday, Sunday or U.S. federal holiday or a day on which banking
      institutions or trust companies located in New York, New York are authorized
      or
      obligated to be closed. 

     

    Closing
      Date: The
      date
      of this Agreement.


    
      
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    Commission:
      The
      U.S.
      Securities and Exchange Commission.

     

    Consummate:
      A
      registered Exchange Offer shall be deemed “Consummated” for purposes of this
      Agreement upon the occurrence of (i) the filing and effectiveness under the
      Securities Act of the Exchange Offer Registration Statement relating to the
      Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance
      of
      such Registration Statement continuously effective and the keeping of the
      Exchange Offer open for a period not less than the minimum period required
      pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the
      Registrar under the Indenture of Exchange Securities in the same aggregate
      principal amount as the aggregate principal amount of Initial Securities that
      were tendered by Holders thereof pursuant to the Exchange Offer.

     

    Effectiveness
      Target Date: As
      defined in Section 5 hereof.

     

    Exchange
      Act: The
      Securities Exchange Act of 1934, as amended.

     

    Exchange
      Offer: The
      registration by the Company under the Securities Act of the Exchange Securities
      pursuant to a Registration Statement pursuant to which the Company offers the
      Holders of all outstanding Transfer Restricted Securities the opportunity to
      exchange all such outstanding Transfer Restricted Securities held by such
      Holders for Exchange Securities in an aggregate principal amount equal to the
      aggregate principal amount of the Transfer Restricted Securities tendered in
      such exchange offer by such Holders.

     

    Exchange
      Offer Effectiveness Target Date: As
      defined in Section 5 hereof. 

     

    Exchange
      Offer Registration Statement: The
      Registration Statement relating to the Exchange Offer, including the related
      Prospectus.

     

    Exempt
      Resales: The
      transactions in which the Initial Purchasers propose to sell the Initial
      Securities to certain “qualified institutional buyers,” as such term is defined
      in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant
      to Regulation S under the Securities Act. 

     

    Exchange
      Securities: The 87⁄8%
      Second Priority Senior Secured Fixed Rate Notes due 2014 and the Second Priority
      Senior Secured Floating Rate Notes due 2014, in each case, of the same series
      under the Indenture as the Initial Notes of such series and the guarantees
      of
      such notes, to be issued to Holders in exchange for Transfer Restricted
      Securities pursuant to this Agreement.

     

    Free
      Writing Prospectus: Any
      free
      writing prospectus, as such term is defined in Rule 405 under the Securities
      Act, relating to any portion of the Initial Securities and the Exchange
      Securities.

     

    Holders:
      As
      defined in Section 2(b) hereof.

     

    Indemnified
      Holder: As
      defined in Section 8(a) hereof.


    
      
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    Indenture:
      The
      Indenture dated as of September 20, 2006, by and between Merger Sub and
      Wells Fargo Bank, N.A., as trustee (the “Trustee”), pursuant to which the
      Initial Notes and the Exchange Securities are to be issued, as supplemented
      by
      the supplemental indenture thereto, dated as of the date hereof, pursuant to
      which the Company will assume and the Guarantors will guarantee on a senior
      secured basis, all of Merger Sub’s obligations thereunder, as such Indenture may
      be further amended or supplemented from time to time in accordance with the
      terms thereof.

     

    Initial
      Guarantees: As
      defined in the preamble hereto.

     

    Initial
      Notes: As
      defined in the preamble hereto.

     

    Initial
      Placement: The
      issuance and sale by the Company of the Initial Securities to the Initial
      Purchasers pursuant to the Purchase Agreement.

     

    Initial
      Purchasers: As
      defined in the preamble hereto.

     

    Initial
      Securities: As
      defined in the preamble hereto.

     

    Interest
      Payment Date: As
      defined in the Securities.

     

    NASD:
      NASD
      Inc.

     

    Person:
      An
      individual, partnership, corporation, trust or unincorporated organization,
      or a
      government or agency or political subdivision thereof.

     

    Prospectus:
      The
      prospectus included in a Registration Statement, as amended or supplemented
      by
      any prospectus supplement and by all other amendments thereto, including
      post-effective amendments, and all material incorporated by reference into
      such
      Prospectus.

     

    Registration
      Default: As
      defined in Section 5 hereof.

     

    Registration
      Statement: Any
      registration statement of the Company relating to (a) an offering of Exchange
      Securities pursuant to an Exchange Offer or (b) the registration for resale
      of
      Transfer Restricted Securities pursuant to the Shelf Registration Statement,
      which is filed pursuant to the provisions of this Agreement, in each case,
      including the Prospectus included therein, all amendments and supplements
      thereto (including post-effective amendments) and all exhibits and material
      incorporated by reference therein.

     

    Securities:
      As
      defined in the Indenture.

     

    Securities
      Act: The
      Securities Act of 1933, as amended.

     

    Shelf
      Filing Deadline: As
      defined in Section 4(a) hereof.

     

    Shelf
      Registration Effectiveness Date: As
      defined in Section 5 hereof. 

     

    Shelf
      Registration Statement: As
      defined in Section 4(a) hereof.


    
      
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    Transfer
      Restricted Securities: Each
      Initial Security, until the earliest to occur of (a) the date on which such
      Initial Security is exchanged in the Exchange Offer for an Exchange Security
      entitled to be resold to the public by the Holder thereof without complying
      with
      the prospectus delivery requirements of the Securities Act, (b) the date on
      which such Initial Security has been effectively registered under the Securities
      Act and disposed of in accordance with a Shelf Registration Statement and (c)
      the date on which such Initial Security is distributed to the public pursuant
      to
      Rule 144 under the Securities Act or by a Broker-Dealer pursuant to the “Plan of
      Distribution” contemplated by the Exchange Offer Registration Statement
      (including delivery of the Prospectus contained therein).

     

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

     

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

     

    Section
      2. Securities
      Subject to this Agreement. 

     

    (a)
      Transfer
      Restricted Securities. The
      securities entitled to the benefits of this Agreement are the Transfer
      Restricted Securities.

     

    (b)
      Holders
      of Transfer Restricted Securities. A
      Person
      is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”)
      whenever such Person owns Transfer Restricted Securities.

     

    Section
      3. Registered
      Exchange Offer. 

     

    (a)
      Unless the Exchange Offer shall not be permissible under applicable law or
      Commission policy, each of the Company and the Guarantors shall (i) use its
      commercially reasonable efforts to cause to be filed with the Commission as
      soon
      as practicable after the Closing Date, the Exchange Offer Registration
      Statement, (ii) use its commercially reasonable efforts to cause such
      Registration Statement to become effective as promptly as possible (unless
      it
      becomes effective automatically upon filing), but in no event later than 365
      days after the Closing Date (or if such 365th day is not a Business Day, the
      next succeeding Business Day), (iii) in connection with the foregoing, file
      (A)
      all pre-effective amendments to such Registration Statement as may be necessary
      in order to cause such Registration Statement to become effective, (B) if
      applicable, a post-effective amendment to such Registration Statement pursuant
      to Rule 430A under the Securities Act and (C) cause all necessary filings in
      connection with the registration and qualification of the Exchange Securities
      to
      be made under the state securities or blue sky laws of such jurisdictions as
      are
      necessary to permit Consummation of the Exchange Offer, and (iv) upon the
      effectiveness of such Registration Statement, commence the Exchange Offer.
      The
      Exchange Offer Registration Statement shall be on the appropriate form
      permitting registration of the Exchange Securities to be offered in exchange
      for
      the Transfer Restricted Securities and to permit resales of Initial Securities
      held by Broker-Dealers as contemplated by Section 3(c) hereof.

     

    (b)
      The
      Company and the Guarantors shall cause the Exchange Offer Registration Statement
      to be effective continuously and shall keep the Exchange Offer open for a period
      of


    
      
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    not
      less
      than the minimum period required under applicable federal and state securities
      laws to Consummate the Exchange Offer; provided,
      however,
      that in
      no event shall such period be less than 30 days after the date notice of the
      Exchange Offer is mailed to the Holders. The Company shall cause the Exchange
      Offer to comply with all applicable federal and state securities laws. No
      securities other than the Exchange Securities shall be included in the Exchange
      Offer Registration Statement. The Company shall use its commercially reasonable
      efforts to cause the Exchange Offer to be Consummated on the earliest
      practicable date after the Exchange Offer Registration Statement has become
      effective, but in no event later than 30 days after the date notice of the
      Exchange Offer is required to be mailed to the Holders (or if such 30th day
      is
      not a Business Day, the next succeeding Business Day).

     

    (c)
      The
      Company shall indicate in a “Plan of Distribution” section contained in the
      Prospectus forming a part of the Exchange Offer Registration Statement that
      any
      Broker-Dealer who holds Initial Securities that are Transfer Restricted
      Securities and that were acquired for its own account as a result of
      market-making activities or other trading activities (other than Transfer
      Restricted Securities acquired directly from the Company) may exchange such
      Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer
      may be deemed to be an “underwriter” within the meaning of the Securities Act
      and must, therefore, deliver a prospectus meeting the requirements of the
      Securities Act in connection with any resales of the Exchange Securities
      received by such Broker-Dealer in the Exchange Offer, which prospectus delivery
      requirement may be satisfied by the delivery by such Broker-Dealer of the
      Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of
      Distribution” section shall also contain all other information with respect to
      such resales by Broker-Dealers that the Commission may require in order to
      permit such resales pursuant thereto, but such “Plan of Distribution” shall not
      name any such Broker-Dealer or disclose the amount of Initial Securities held
      by
      any such Broker-Dealer except to the extent required by the
      Commission.

     

    Each
      of
      the Company and the Guarantors shall use its commercially reasonable efforts
      to
      keep the Exchange Offer Registration Statement continuously effective,
      supplemented and amended as required by the provisions of Section 6(c) hereof
      to
      the extent necessary to ensure that it is available for resales of Initial
      Securities acquired by Broker-Dealers for their own accounts as a result of
      market-making activities or other trading activities, and to ensure that it
      conforms with the requirements of this Agreement, the Securities Act and the
      policies, rules and regulations of the Commission as announced from time to
      time, for a period ending on the earlier of (i) 180 days from the date on which
      the Exchange Offer Registration Statement is declared effective and (ii) the
      date on which a Broker-Dealer is no longer required to deliver a prospectus
      in
      connection with market-making or other trading activities.

     

    The
      Company shall provide sufficient copies of the latest version of such Prospectus
      to Broker-Dealers promptly upon request at any time during such 180-day (or
      shorter as provided in the foregoing sentence) period in order to facilitate
      such resales.

     

    Section
      4. Shelf
      Registration. 

     

    (a)
      Shelf
      Registration. If
      with
      respect to either or both of the Fixed Rate Notes or the Floating Rate Notes,
      as
      the case may be: (i) the Company and the Guarantors are not permitted
      to


    
      
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    consummate
      the Exchange Offer because the Exchange Offer is not permitted by applicable
      law
      or Commission policy, (ii) for any reason the Exchange Offer is not Consummated
      within 30 days after the date notice of the Exchange Offer is required to be
      mailed to the Holders (or if such 30th day is not a Business Day, the next
      succeeding Business Day), or (iii) with respect to any Holder of Transfer
      Restricted Securities (A) such Holder is prohibited by applicable law or
      Commission policy from participating in the Exchange Offer, or (B) such Holder
      may not resell the Exchange Securities acquired by it in the Exchange Offer
      to
      the public without delivering a prospectus (other than by reason of such
      Holder’s status as an affiliate of the Company) and the Prospectus contained in
      the Exchange Offer Registration Statement is not appropriate or available for
      such resales by such Holder, or (C) such Holder is a Broker-Dealer and
      holds Initial Securities acquired directly from the Company or one of its
      affiliates, then, upon such Holder’s request prior to the 20th
      day
      following consummation of the Exchange Offer, the Company and the Guarantors
      shall, with respect to either or both of the Fixed Rate Notes or the Floating
      Rate Notes, as the case may be:

     

    (x)
      cause
      to be filed a shelf registration statement pursuant to Rule 415 under the
      Securities Act, which may be an amendment to the Exchange Offer Registration
      Statement (in either event, the “Shelf Registration Statement”) as soon as
      practicable but in any event on or prior to 180 days after such filing
      obligation arises (or if such 180th day is not a Business Day, the next
      succeeding Business Day) (such date being the “Shelf Filing Deadline”), which
      Shelf Registration Statement shall provide for resales of all Transfer
      Restricted Securities the Holders of which shall have provided the information
      required pursuant to Section 4(b) hereof; and

     

    (y)
      use
      their commercially reasonable efforts to cause such Shelf Registration Statement
      to be declared effective by the Commission as promptly as possible (unless
      it
      becomes effective automatically upon filing), and in any event on or before
      the
      365th day after the obligation to file such Shelf Registration Statement arises
      (or if such 365th day is not a Business Day, the next succeeding Business
      Day).

     

    Each
      of
      the Company and the Guarantors shall use its commercially reasonable efforts
      to
      keep such Shelf Registration Statement continuously effective, supplemented
      and
      amended as required by the provisions of Sections 6(b) and (c) hereof to the
      extent necessary to ensure that it is available for resales of Initial
      Securities by the Holders of Transfer Restricted Securities entitled to the
      benefit of this Section 4(a), and to ensure that it conforms with the
      requirements of this Agreement, the Securities Act and the policies, rules
      and
      regulations of the Commission as announced from time to time, for a period
      of at
      least two years following the effective date of such Shelf Registration
      Statement (or shorter period that will terminate when all the Initial Securities
      covered by such Shelf Registration Statement have been sold pursuant to such
      Shelf Registration Statement). During the period during which the Company is
      required to maintain an effective Shelf Registration Statement pursuant to
      this
      Agreement, the Company will, prior to the expiration of that Shelf Registration
      Statement, file, and use its commercially reasonable efforts to cause to be
      declared effective (unless it becomes effective automatically upon filing)
      within a period that avoids any interruption in the ability of Holders of
      Securities covered by the expiring Shelf Registration Statement to make
      registered dispositions, a new registration statement


    
      
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    relating
      to the Securities, which shall be deemed the “Shelf Registration Statement” for
      purposes of this Agreement.

     

    (b)
      Provision
      by Holders of Certain Information in Connection with the Shelf Registration
      Statement. No
      Holder
      of Transfer Restricted Securities may include any of its Transfer Restricted
      Securities in any Shelf Registration Statement pursuant to this Agreement unless
      and until such Holder furnishes to the Company in writing, within 20 Business
      Days after receipt of a request therefor, such information as the Company may
      reasonably request for use in connection with any Shelf Registration Statement
      or Prospectus or preliminary Prospectus included therein or amendment or
      supplement thereto or Free Writing Prospectus. Each Holder as to which any
      Shelf
      Registration Statement is being effected agrees to furnish promptly to the
      Company all information required to be disclosed in order to make the
      information previously furnished to the Company by such Holder not materially
      misleading.

     

    Section
      5. Additional
      Interest. If
      (i)
      unless the Exchange Offer shall not be permissible under applicable law or
      Commission policy, the Exchange Offer Registration Statement has not been
      declared effective by the Commission (or become automatically effective) on
      or
      prior to 365 days after the Closing Date (the “Exchange Offer Effectiveness
      Target Date”), (ii) in the event the Company and the Guarantors are required to
      file a Shelf Registration Statement pursuant to Section 4(a) hereof, the Shelf
      Registration Statement has not been declared effective by the Commission (or
      become automatically effective) on or prior to 365 days after the obligation
      to
      file a Shelf Registration Statement arises (the “Shelf Registration
      Effectiveness Target Date” and, together with the Exchange Offer Effectiveness
      Date, the “Effectiveness Target Date”), (iii) the Exchange Offer has not been
      Consummated within 30 Business Days after the Exchange Offer Effectiveness
      Target Date with respect to the Exchange Offer Registration Statement, or (iv)
      any Registration Statement required by this Agreement is filed and declared
      effective but shall thereafter cease to be effective or fail to be usable for
      its intended purpose without being succeeded immediately by a post-effective
      amendment to such Registration Statement that cures such failure and that is
      itself immediately declared or automatically effective (except in the case
      of a
      Registration Statement that ceases to be effective or usable as specifically
      permitted by the last paragraph of Section 6 hereof) (each such event referred
      to in clauses (i) through (iv), a “Registration Default”), the Company and the
      Guarantors hereby agree that the interest rate borne by the affected series
      of
      Transfer Restricted Securities shall be increased by 0.25% per annum during
      the
      90-day period immediately following the occurrence of any Registration Default
      and shall increase by 0.25% per annum at the end of each subsequent 90-day
      period, but in no event shall such increase exceed 1.00% per annum. Following
      the earliest of (x) the cure of all Registration Defaults relating to any
      particular Transfer Restricted Securities, (y) the date on which such Transfer
      Restricted Security ceases to be a Transfer Restricted Security or otherwise
      becomes freely transferable by Holders other than affiliates of the Company
      without further registration under the Securities Act and (z) the date that
      is
      two years after the Closing Date, the interest rate borne by the relevant
      Transfer Restricted Securities will be reduced to the original interest rate
      borne by such Transfer Restricted Securities; provided,
      however,
      that, if
      after any such reduction in interest rate, a different Registration Default
      occurs, the interest rate borne by the relevant Transfer Restricted Securities
      shall again be increased pursuant to the foregoing provisions.


    
      
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    Notwithstanding
      the foregoing, (i) the amount of Additional Interest payable shall not increase
      because more than one Registration Default has occurred and is pending and
      (ii)
      a Holder of Transfer Restricted Securities that is not entitled to the benefits
      of the Shelf Registration Statement (because, e.g., such Holder has not elected
      to include information or has not timely delivered such information to the
      Company pursuant to Section 4(b) hereof) shall not be entitled to Additional
      Interest with respect to a Registration Default that pertains to the Shelf
      Registration Statement.

     

    All
      obligations of the Company and the Guarantors set forth in the preceding
      paragraph that are outstanding with respect to any Transfer Restricted Security
      at the time such security ceases to be a Transfer Restricted Security shall
      survive until such time as all such obligations with respect to such security
      shall have been satisfied in full.

     

    Section
      6. Registration
      Procedures. 

     

    (a)
      Exchange
      Offer Registration Statement. In
      connection with the Exchange Offer, the Company and the Guarantors shall comply
      with all of the provisions of Section 6(c) hereof, shall use their
      commercially reasonable efforts to effect such exchange to permit the sale
      of
      Transfer Restricted Securities being sold in accordance with the intended method
      or methods of distribution thereof, and shall comply with all of the following
      provisions:

     

    (i)
      If in
      the reasonable opinion of counsel to the Company there is a question as to
      whether the Exchange Offer is permitted by applicable law, each of the Company
      and the Guarantors hereby agrees to seek a favorable decision from the
      Commission allowing the Company and the Guarantors to Consummate an Exchange
      Offer for such Initial Securities. Each of the Company and the Guarantors hereby
      agrees to pursue the issuance of such a decision to the Commission staff level
      but shall not be required to take commercially unreasonable action to effect
      a
      change of Commission policy. Each of the Company and the Guarantors hereby
      agrees, however, to (A) participate in telephonic conferences with the
      Commission, (B) deliver to the Commission staff an analysis prepared by counsel
      to the Company setting forth the legal bases, if any, upon which such counsel
      has concluded that such an Exchange Offer should be permitted and (C) diligently
      pursue a favorable resolution by the Commission staff of such
      submission.

     

    (ii)
      As a
      condition to its participation in the Exchange Offer pursuant to the terms
      of
      this Agreement, each Holder of Transfer Restricted Securities shall furnish,
      upon the request of the Company, prior to the Consummation thereof, a written
      representation to the Company (which may be contained in the letter of
      transmittal contemplated by the Exchange Offer Registration Statement) to the
      effect that (A) it is not an affiliate of the Company, (B) it is not engaged
      in,
      and does not intend to engage in, and has no arrangement or understanding with
      any Person to participate in, a distribution of the Exchange Securities to
      be
      issued in the Exchange Offer and (C) it is acquiring the Exchange Securities
      in
      its ordinary course of business. In addition, all such Holders of Transfer
      Restricted Securities shall otherwise cooperate in the Company’s preparations
      for the Exchange Offer. Each Holder hereby acknowledges and agrees that any
      Broker-Dealer and any such Holder using the Exchange Offer to participate in
      a
      distribution of


    
      
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    the
      securities to be acquired in the Exchange Offer (1) could not under Commission
      policy as in effect on the date of this Agreement rely on the position of the
      Commission enunciated in Morgan
      Stanley and Co., Inc.
      (available June 5, 1991) and Exxon
      Capital Holdings Corporation
      (available May 13, 1988), as interpreted in the Commission’s letter to Shearman
& Sterling dated July 2, 1993, and similar no-action letters (which may
      include any no-action letter obtained pursuant to clause (i) above), and (2)
      must comply with the registration and prospectus delivery requirements of the
      Securities Act in connection with a secondary resale transaction and that such
      a
      secondary resale transaction should 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 if the resales are of Exchange
      Securities obtained by such Holder in exchange for Initial Securities acquired
      by such Holder directly from the Company.

     

    (b)
      Shelf
      Registration Statement. In
      connection with the Shelf Registration Statement, each of the Company and the
      Guarantors shall comply with all the provisions of Section 6(c) hereof and
      shall
      use its commercially reasonable efforts to effect such registration (unless
      automatically declared effective) to permit the sale of the Transfer Restricted
      Securities being sold in accordance with the intended method or methods of
      distribution thereof, and pursuant thereto each of the Company and the
      Guarantors will as expeditiously as is commercially reasonable prepare and
      file
      with the Commission a Registration Statement relating to the registration on
      any
      appropriate form under the Securities Act, which form shall be available for
      the
      sale of the Transfer Restricted Securities in accordance with the intended
      method or methods of distribution thereof.

     

    (c)
      General
      Provisions. In
      connection with any Registration Statement and any Prospectus required by this
      Agreement to permit the sale or resale of Transfer Restricted Securities and
      any
      Free Writing Prospectus (including, without limitation, any Registration
      Statement and the related Prospectus required to permit resales of Initial
      Securities by Broker-Dealers and any Free Writing Prospectus related thereto),
      each of the Company and the Guarantors shall:

     

    (i)
      use
      its commercially reasonable efforts to keep such Registration Statement
      continuously effective during the period required by this Agreement and provide
      all requisite financial statements (including, if required by the Securities
      Act
      or any regulation thereunder, financial statements of the Guarantors for the
      period specified in Section 3 or 4 hereof, as applicable); upon the occurrence
      of any event that would cause any such Registration Statement or the Prospectus
      contained therein (A) to contain a material misstatement or omission or (B)
      not
      to be effective and usable for resale of Transfer Restricted Securities during
      the period required by this Agreement, the Company shall file promptly an
      appropriate amendment to such Registration Statement, in the case of clause
      (A),
      correcting any such misstatement or omission, and, in the case of either clause
      (A) or (B), use its commercially reasonable efforts to cause such amendment
      to
      be declared effective (unless automatically declared effective) and such
      Registration Statement and the related Prospectus to become usable for their
      intended purpose(s) as soon as practicable thereafter;


    
      
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    (ii)
      prepare and file with the Commission such amendments and post-effective
      amendments to the applicable Registration Statement as may be necessary to
      keep
      the Registration Statement effective for the applicable period set forth in
      Section 3 or 4 hereof, as applicable, or such shorter period as will terminate
      when all Transfer Restricted Securities covered by such Registration Statement
      have been sold; cause the Prospectus to be supplemented by any required
      Prospectus supplement, and as so supplemented to be filed pursuant to Rule
      424
      under the Securities Act, and to comply fully with the applicable provisions
      of
      Rules 424 and 430A under the Securities Act in a timely manner; and comply
      with
      the provisions of the Securities Act with respect to the disposition of all
      securities covered by such Registration Statement during the applicable period
      in accordance with the intended method or methods of distribution by the sellers
      thereof set forth in such Registration Statement or supplement to the
      Prospectus;

     

    (iii)
      advise the underwriter(s), if any, and selling Holders promptly and, if
      requested by such Persons, to confirm such advice in writing, (A) when the
      Prospectus, any Prospectus supplement, any post-effective amendment or any
      Free
      Writing Prospectus has been filed, and, with respect to any Registration
      Statement or any post-effective amendment thereto, when the same has become
      effective, (B) of any request by the Commission for amendments to the
      Registration Statement or amendments or supplements to the Prospectus or for
      additional information relating thereto, (C) of the issuance by the Commission
      of any stop order suspending the effectiveness of the Registration Statement
      under the Securities Act, of the suspension by any state securities commission
      of the qualification of the Transfer Restricted Securities for offering or
      sale
      in any jurisdiction, or the initiation of any proceeding for any of the
      preceding purposes, of the issuance by the Commission of a notification of
      objection to the use of the form on which the Registration Statement has been
      filed, or of the happening of any event that causes the Company to become an
      “ineligible issuer,” as defined in Commission Rule 405, (D) of the
      existence of any fact or the happening of any event that makes any statement
      of
      a material fact made in the Registration Statement, the Prospectus, any
      amendment or supplement thereto or any document incorporated by reference
      therein untrue, or that requires the making of any additions to or changes
      in
      the Registration Statement or the Prospectus in order to make the statements
      therein not misleading. If at any time the Commission shall issue any stop
      order
      suspending the effectiveness of the Registration Statement or a notification
      of
      objection to the use of the form on which the Registration Statement has been
      filed or if any state securities commission or other regulatory authority shall
      issue an order suspending the qualification or exemption from qualification
      of
      the Transfer Restricted Securities under state securities or blue sky laws,
      each
      of the Company and the Guarantors shall use its commercially reasonable efforts
      to obtain the withdrawal or lifting of such order at the earliest practicable
      time;

     

    (iv)
      (A)(1) furnish without charge to each of the Initial Purchasers, each selling
      Holder named in any Registration Statement that has requested such copies,
      if
      any, and each of the underwriter(s), if any, before filing with the Commission,
      copies of any Registration Statement or any Prospectus included therein or
      any
      amendments or supplements to any such Registration Statement or Prospectus
      (including all documents incorporated by reference after the initial filing
      of
      such Registration Statement), which


    
      
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    documents
      will be subject to the review and comment of such requesting Holders and
      underwriter(s) in connection with such sale, if any, for a period of at least
      five Business Days, and (2) not file any such Registration Statement or
      Prospectus or any amendment or supplement to any such Registration Statement
      or
      Prospectus (including all such documents incorporated by reference) to which
      an
      Initial Purchaser of Transfer Restricted Securities covered by such Registration
      Statement or the underwriter(s), if any, shall reasonably object in writing
      within five Business Days after the receipt thereof (such objection to be deemed
      timely made upon confirmation of telecopy transmission within such period).
      The
      objection of an Initial Purchaser or underwriter, if any, shall be deemed to
      be
      reasonable if such Registration Statement, amendment, Prospectus or supplement,
      as applicable, as proposed to be filed, contains a material misstatement or
      omission;

     

    (B)
      (1)
      furnish without charge to each of the Initial Purchasers before filing with
      the
      Commission, a copy of any Free Writing Prospectus, which will be subject to
      the
      consent of the Initial Purchasers, and (2) not file any such Free Writing
      Prospectus to which the Initial Purchasers of Transfer Restricted Securities
      covered by such Registration Statement have not consented (such
      consent not to be unreasonably withheld, conditioned or delayed);

     

    (v)
      promptly prior to the filing of any document that is to be incorporated by
      reference into a Registration Statement or Prospectus, provide copies of such
      document to the Initial Purchasers, each selling Holder named in any
      Registration Statement that has requested such documents, if any, and to the
      underwriter(s), if any, make the Company’s and the Guarantors’ representatives
      available for discussion of such document and other customary due diligence
      matters, subject to customary confidentiality agreements, and include such
      information in such document prior to the filing thereof as such selling Holders
      or underwriter(s), if any, reasonably may request;

     

    (vi)
      make
      available, subject to customary confidentiality agreements, at reasonable times
      for inspection by the Initial Purchasers, the managing underwriter(s), if any,
      participating in any disposition pursuant to such Registration Statement and
      any
      attorney or accountant retained by such Initial Purchasers or any of the
      underwriter(s), all financial and other records, pertinent corporate documents
      and properties of each of the Company and the Guarantors, and cause the
      Company’s and the Guarantors’ officers, directors and employees to supply all
      information, in each case as shall be reasonably necessary to enable any such
      Holder, underwriter, attorney or accountant to exercise any applicable
      responsibilities in connection with such Registration Statement or any
      post-effective amendment thereto subsequent to the filing thereof and prior
      to
      its effectiveness and to participate in meetings with investors to the extent
      reasonably requested by the managing underwriter(s), if any;

     

    (vii)
      if
      requested by any selling Holders or the underwriter(s), if any, promptly
      incorporate in any Registration Statement or Prospectus, pursuant to a
      supplement or post-effective amendment if necessary, such information as such
      selling Holders and underwriter(s), if any, may reasonably request to have
      included therein, including,


    
      
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    without
      limitation, information relating to the “Plan of Distribution” of the Transfer
      Restricted Securities, information with respect to the principal amount of
      Transfer Restricted Securities being sold to such underwriter(s), the purchase
      price being paid therefor and any other terms of the offering of the Transfer
      Restricted Securities to be sold in such offering; and make all required filings
      of such Prospectus supplement or post-effective amendment as soon as practicable
      after the Company is notified of the matters to be incorporated in such
      Prospectus supplement or post-effective amendment;

     

    (viii)
      cause the Transfer Restricted Securities covered by the Registration Statement
      to be rated with the appropriate rating agencies, if so requested by the Holders
      of a majority in aggregate principal amount of Securities covered thereby or
      the
      underwriter(s), if any;

     

    (ix)
      furnish to each Initial Purchaser, each selling Holder and each of the
      underwriter(s), if any, without charge, at least one copy of the Registration
      Statement, as first filed with the Commission, and of each amendment thereto,
      including financial statements and schedules, all documents incorporated by
      reference therein and all exhibits (including exhibits incorporated therein
      by
      reference);

     

    (x)
      deliver to each selling Holder and each of the underwriter(s), if any, without
      charge, as many copies of the Prospectus (including each preliminary prospectus)
      and any amendment or supplement thereto as such Persons reasonably may request;
      each of the Company and the Guarantors hereby consents to the use of the
      Prospectus and any amendment or supplement thereto by each of the selling
      Holders and each of the underwriter(s), if any, in connection with the offering
      and the sale of the Transfer Restricted Securities covered by the Prospectus
      or
      any amendment or supplement thereto;

     

    (xi)
      enter into such agreements (including an underwriting agreement), and make
      such
      representations and warranties, and take all such other commercially reasonable
      actions in connection therewith in order to expedite or facilitate the
      disposition of the Transfer Restricted Securities pursuant to any Registration
      Statement contemplated by this Agreement, all to such extent as may be
      reasonably requested by any Initial Purchaser or by any Holder of Transfer
      Restricted Securities or underwriter in connection with any sale or resale
      pursuant to any Registration Statement contemplated by this Agreement; and
      whether or not an underwriting agreement is entered into and whether or not
      the
      registration is an Underwritten Registration, each of the Company and the
      Guarantors shall:

     

    (A)
      furnish to each Initial Purchaser, each selling Holder and each underwriter,
      if
      any, in such substance and scope as they may reasonably request and as are
      customarily made by issuers to underwriters in primary underwritten offerings,
      upon the date of the effectiveness of the Shelf Registration
      Statement:

     

    (1)
      a
      certificate, dated the date of effectiveness of the Shelf Registration
      Statement, as the case may be, signed by (y) the President or any Vice President
      and (z) a principal financial or accounting officer of


    
      
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    each
      of
      the Company and the Guarantors, confirming, as of the date thereof, the matters
      set forth in Section 6(c) of the Purchase Agreement and such other matters
      as
      such parties may reasonably request;

     

    (2)
      if
      requested by a majority of selling Holders, an opinion, dated the date of
      effectiveness of the Shelf Registration Statement, as the case may be, of
      counsel for the Company and the Guarantors, covering the matters set forth
      in
      the opinion delivered pursuant to Section 6(a)(i) of the Purchase Agreement
      and
      such other matter as such parties may reasonably request, and in any event
      including a statement to the effect that such counsel has participated in
      conferences with officers and other representatives of the Company and the
      Guarantors, representatives of the independent public accountants for the
      Company and the Guarantors, representatives of the underwriter(s), if any,
      and
      counsel to the underwriter(s), if any, in connection with the preparation of
      such Registration Statement and the related Prospectus and have considered
      the
      matters required to be stated therein and the statements contained therein,
      although such counsel has not independently verified the accuracy, completeness
      or fairness of such statements; and that such counsel advises that, on the
      basis
      of the foregoing, no facts came to such counsel’s attention that caused such
      counsel to believe that the applicable Registration Statement, (A) at the
      date of the opinion and at the time such Registration Statement or any
      post-effective amendment thereto became effective, (B) at the applicable
      time identified by such Holders or managing underwriters, and (C) in the
      case of the Exchange Offer Registration Statement, as of the date of
      Consummation, in the case of (A), (B) and (C) contained an untrue statement
      of a
      material fact or omitted to state a material fact required to be stated therein
      or necessary to make the statements therein not misleading, or that the
      Prospectus contained in such Registration Statement as of its date and, in
      the
      case of the opinion dated the date of Consummation of the Exchange Offer, as
      of
      the date of Consummation, contained an untrue statement of a material fact
      or
      omitted to state a material fact necessary in order to make the statements
      therein not misleading. Without limiting the foregoing, such counsel may state
      further that such counsel assumes no responsibility for, and has not
      independently verified, the accuracy, completeness or fairness of the financial
      statements, notes and schedules and other financial data included in any
      Registration Statement contemplated by this Agreement or the related Prospectus;
      and

     

    (3)
      a
      customary comfort letter, dated the date of effectiveness of the Shelf
      Registration Statement, from the Company’s independent accountants, in the
      customary form and covering matters of the type customarily requested to be
      covered in comfort letters by underwriters in connection with primary
      underwritten offerings, and covering or affirming


    
      
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    the
      matters set forth in the comfort letters delivered pursuant to Section 6(d)
      of
      the Purchase Agreement, without exception;

     

    (B)
      set
      forth in full or incorporate by reference in the underwriting agreement, if
      any,
      the indemnification provisions and procedures of Section 8 hereof with respect
      to all parties to be indemnified pursuant to said Section; and

     

    (C)
      deliver such other documents and certificates as may be reasonably requested
      by
      such parties to evidence compliance with Section 6(c)(xi)(A) hereof and with
      any
      customary conditions contained in the underwriting agreement or other agreement
      entered into by the Company or any of the Guarantors pursuant to this Section
      6(c)(xi), if any.

     

    If
      at any
      time the representations and warranties of the Company and the Guarantors
      contemplated in Section 6(c)(xi)(A)(1) hereof cease to be true and correct,
      the
      Company or the Guarantors shall so advise the Initial Purchasers and the
      underwriter(s), if any, and each selling Holder promptly and, if requested
      by
      such Persons, shall confirm such advice in writing;

     

    (xii)
      prior to any public offering of Transfer Restricted Securities, cooperate with
      the selling Holders, the underwriter(s), if any, and their respective counsel
      in
      connection with the registration and qualification of the Transfer Restricted
      Securities under the state securities or blue sky laws of such jurisdictions
      as
      the selling Holders or underwriter(s), if any, may request and do any and all
      other acts or things necessary or advisable to enable the disposition in such
      jurisdictions of the Transfer Restricted Securities covered by the Shelf
      Registration Statement; provided,
      however,
      that
      none of the Company or the Guarantors shall be required to register or qualify
      as a foreign corporation where it is not then so qualified or to take any action
      that would subject it to the service of process in suits or to taxation, other
      than as to matters and transactions relating to the Registration Statement,
      in
      any jurisdiction where it is not then so subject;

     

    (xiii)
      issue, upon the request of any Holder of Initial Securities covered by the
      Shelf
      Registration Statement, Exchange Securities having an aggregate principal amount
      equal to the aggregate principal amount of Initial Securities surrendered to
      the
      Company by such Holder in exchange therefor or being sold by such Holder; such
      Exchange Securities to be registered in the name of such Holder or in the name
      of the purchaser(s) of such Securities, as the case may be; in return, the
      Initial Securities held by such Holder shall be surrendered to the Company
      for
      cancellation;

     

    (xiv)
      subject to the terms of the Indenture, cooperate with the selling Holders and
      the underwriter(s), if any, to facilitate the timely preparation and delivery
      of
      certificates representing Transfer Restricted Securities to be sold and not
      bearing any restrictive legends; and enable such Transfer Restricted Securities
      to be in such denominations and registered in such names as the Holders or
      the
      underwriter(s), if any, may request at least two Business Days prior to any
      sale
      of Transfer Restricted Securities made by such Holders or
      underwriter(s);


    
      
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    (xv)
      use
      its commercially reasonable efforts to cause the Transfer Restricted Securities
      covered by the Registration Statement to be registered with or approved by
      such
      other governmental agencies or authorities as may be necessary to enable the
      seller or sellers thereof or the underwriter(s), if any, to consummate the
      disposition of such Transfer Restricted Securities, subject to the proviso
      contained in Section 6(c)(xii) hereof;

     

    (xvi)
      if
      any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or
      have occurred, prepare a supplement or post-effective amendment to the
      Registration Statement or related Prospectus or any document incorporated
      therein by reference or file any other required document so that, as thereafter
      delivered to the purchasers of Transfer Restricted Securities, the Prospectus
      will not contain an untrue statement of a material fact or omit to state any
      material fact necessary in order to make the statements therein not
      misleading;

     

    (xvii)
      provide a CUSIP number for all Securities not later than the effective date
      of
      the Registration Statement covering such Securities and provide the Trustee
      under the applicable Indenture with printed certificates for such Securities
      which are in a form eligible for deposit with the Depository Trust Company
      and
      take all other action necessary to ensure that all such Securities are eligible
      for deposit with the Depository Trust Company;

     

    (xviii)
      cooperate and assist in any filings required to be made with the NASD and in
      the
      performance of any due diligence investigation by any underwriter (including
      any
“qualified independent underwriter”) that is required to be retained in
      accordance with the rules and regulations of the NASD;

     

    (xix)
      otherwise use its commercially reasonable efforts to comply with all applicable
      rules and regulations of the Commission, and make generally available to its
      security holders, as soon as practicable, a consolidated earning statement
      meeting the requirements of Rule 158 (which need not be audited) for the
      twelve-month period (A) commencing at the end of any fiscal quarter in
      which Transfer Restricted Securities are sold to underwriters in a firm
      commitment or best efforts Underwritten Offering or (B) if not sold to
      underwriters in such an offering, beginning with the first month of the
      Company’s first fiscal quarter commencing after the effective date of the
      Registration Statement;

     

    (xx)
      cause the Indenture to be qualified under the Trust Indenture Act not later
      than
      the effective date of the first Registration Statement required by this
      Agreement, and, in connection therewith, cooperate with the Trustee and the
      Holders of Securities to effect such changes to the Indenture as may be required
      for such Indenture to be so qualified in accordance with the terms of the Trust
      Indenture Act; and to execute, and to use its commercially reasonable efforts
      to
      cause the Trustee to execute, all documents that may be required to effect
      such
      changes and all other forms and documents required to be filed with the
      Commission to enable such Indenture to be so qualified in a timely manner;
      


    
      
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    (xxi)
      maintain the listing of all Securities covered by the Registration Statement
      on
      The PORTALSM
      Market;
      and

     

    (xxii)
      provide promptly to each Holder upon request each document filed with the
      Commission pursuant to the requirements of Section 13 and Section 15 of the
      Exchange Act.

     

    Each
      Holder agrees by acquisition of a Transfer Restricted Security that, upon
      receipt of any notice from the Company of the existence of any fact of the
      kind
      described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue
      disposition of Transfer Restricted Securities pursuant to the applicable
      Registration Statement until such Holder’s receipt of the copies of the
      supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof,
      or
      until it is advised in writing (the “Advice”) by the Company that the use of the
      Prospectus may be resumed, and has received copies of any additional or
      supplemental filings that are incorporated by reference in the Prospectus.
      If so
      directed by the Company, each Holder will deliver to the Company (at the
      Company’s expense) all copies, other than permanent file copies then in such
      Holder’s possession, of the Prospectus covering such Transfer Restricted
      Securities that was current at the time of receipt of such notice. In the event
      the Company shall give any such notice, the time period regarding the
      effectiveness of such Registration Statement set forth in Section 3 or 4 hereof,
      as applicable, shall be extended by the number of days (a “Delay Period”) during
      the period from and including the date of the giving of such notice pursuant
      to
      Section 6(c)(iii)(D) hereof to and including the date when each selling Holder
      covered by such Registration Statement shall have received the copies of the
      supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof
      or
      shall have received the Advice; provided
      that
      there shall not be more than 75 days of Delay Periods during any 12-month
      period; provided
      further, however,
      that
      (except as provided in Section 5(iv) hereof) no such extension shall be taken
      into account in determining whether Additional Interest is due pursuant to
      Section 5 hereof or the amount of such Additional Interest, it being agreed
      that the Company’s option to suspend use of a Registration Statement pursuant to
      this paragraph shall be treated as a Registration Default for purposes of
      Section 5 hereof.

     

    Section
      7. Registration
      Expenses. 

     

    (a)
      All
      expenses incident to the Company’s and the Guarantor’s performance of or
      compliance with this Agreement will be borne by the Company and the Guarantors,
      jointly and severally, regardless of whether a Registration Statement becomes
      effective, including, without limitation: (i) all registration and filing fees
      and expenses (including filings made by any Initial Purchaser or Holder with
      the
      NASD (and, if applicable, the fees and expenses of any “qualified independent
      underwriter”, and one counsel to such person, that may be required by the rules
      and regulations of the NASD)); (ii) all fees and expenses of compliance with
      federal securities and state securities or blue sky laws (including the
      reasonable fees and disbursements of one counsel to the Holder of Transfer
      Restricted Securities); (iii) all expenses of printing (including printing
      certificates for the Exchange Securities to be issued in the Exchange Offer
      and
      printing of Prospectuses), messenger and delivery services and telephone; (iv)
      all fees and disbursements of counsel for the Company and the Guarantors and,
      subject to Section 7(b) hereof, one counsel to the Holders of Transfer
      Restricted Securities; (v) all application and filing fees in
      connection


    
      
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    with
      listing the Exchange Securities on a securities exchange or automated quotation
      system pursuant to the requirements thereof; and (vi) all fees and disbursements
      of independent certified public accountants of the Company and the Guarantors
      (including the expenses of any special audit and comfort letters required by
      or
      incident to such performance).

     

    Each
      of
      the Company and the Guarantors will, in any event, bear its internal expenses
      (including, without limitation, all salaries and expenses of its officers and
      employees performing legal or accounting duties), the expenses of any annual
      audit and the fees and expenses of any Person, including special experts,
      retained by the Company or the Guarantors.

     

    (b)
      In
      connection with any Registration Statement required by this Agreement
      (including, without limitation, the Exchange Offer Registration Statement and
      the Shelf Registration Statement), the Company and the Guarantors, jointly
      and
      severally, will reimburse the Initial Purchasers and the Holders of Transfer
      Restricted Securities being tendered in the Exchange Offer and/or resold
      pursuant to the “Plan of Distribution” contained in the Exchange Offer
      Registration Statement or registered pursuant to the Shelf Registration
      Statement, as applicable, for the reasonable fees and disbursements of not
      more
      than one counsel, who shall be Cahill Gordon & Reindel llp
      or such
      other counsel as may be chosen by the Holders of a majority in principal amount
      of the Transfer Restricted Securities for whose benefit such Registration
      Statement is being prepared.

     

    Section
      8. Indemnification.
      

     

    (a)
      The
      Company and the Guarantors, jointly and severally, agree to indemnify and hold
      harmless (i) each Holder and (ii) each Person, if any, who controls (within
      the
      meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
      any Holder (any of the Persons referred to in this clause (ii) being hereinafter
      referred to as a “controlling person”) and (iii) the respective officers,
      directors, partners, employees, representatives and agents of any Holder or
      any
      controlling person (any Person referred to in clause (i), (ii) or (iii) may
      hereinafter be referred to as an “Indemnified Holder”), to the fullest extent
      lawful, from and against any and all losses, claims, damages, liabilities,
      judgments, actions and expenses (including, without limitation, and as incurred,
      reimbursement of all reasonable costs of investigating, preparing, pursuing,
      settling, compromising, paying or defending any claim or action, or any
      investigation or proceeding by any governmental agency or body, commenced or
      threatened, including the reasonable fees and expenses of counsel to any
      Indemnified Holder), joint or several, directly or indirectly caused by, related
      to, based upon, arising out of or in connection with any untrue statement or
      alleged untrue statement of a material fact contained in any Registration
      Statement, Prospectus (or any amendment or supplement thereto) or Free Writing
      Prospectus, or any omission or alleged omission to state therein a material
      fact
      required to be stated therein or necessary to make the statements therein not
      misleading, except insofar as such losses, claims, damages, liabilities or
      expenses are caused by an untrue statement or omission or alleged untrue
      statement or omission that is made in reliance upon and in conformity with
      information relating to any of the Holders furnished in writing to the Company
      by any of the Holders expressly for use therein. This indemnity agreement shall
      be in addition to any liability that the Company or any of the Guarantors may
      otherwise have.


    
      
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    In
      case
      any action or proceeding (including any governmental or regulatory investigation
      or proceeding) shall be brought or asserted against any of the Indemnified
      Holders with respect to which indemnity may be sought against the Company or
      the
      Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by
      such controlling person) shall promptly notify the Company and the Guarantors
      in
      writing; provided,
      however,
      that the
      failure to give such notice shall not relieve any of the Company or the
      Guarantors of its obligations pursuant to this Agreement. Such Indemnified
      Holder shall have the right to employ its own counsel in any such action and
      the
      fees and expenses of such counsel shall be paid, as incurred, by the Company
      and
      the Guarantors (regardless of whether it is ultimately determined that an
      Indemnified Holder is not entitled to indemnification hereunder). The Company
      and the Guarantors shall not, in connection with any one such action or
      proceeding or separate but substantially similar or related actions or
      proceedings in the same jurisdiction arising out of the same general allegations
      or circumstances, be liable for the reasonable fees and expenses of more than
      one separate firm of attorneys (in addition to any local counsel) at any time
      for such Indemnified Holders, which firm shall be designated by the Holders.
      The
      Company and the Guarantors shall be liable for any settlement of any such action
      or proceeding effected with the Company’s and the Guarantors’ prior written
      consent, which consent shall not be withheld unreasonably, and each of the
      Company and the Guarantors agrees to indemnify and hold harmless any Indemnified
      Holder from and against any loss, claim, damage, liability or expense by reason
      of any settlement of any action effected with the written consent of the Company
      and the Guarantors. The Company and the Guarantors shall not, without the prior
      written consent of each Indemnified Holder, settle or compromise or consent
      to
      the entry of judgment in or otherwise seek to terminate any pending or
      threatened action, claim, litigation or proceeding in respect of which
      indemnification or contribution may be sought hereunder (whether or not any
      Indemnified Holder is a party thereto), unless such settlement, compromise,
      consent or termination includes an unconditional release of each Indemnified
      Holder from all liability arising out of such action, claim, litigation or
      proceeding.

     

    (b)
      Each
      Holder of Transfer Restricted Securities agrees, severally and not jointly,
      to
      indemnify and hold harmless the Company, the Guarantors and their respective
      directors, officers of the Company and the Guarantors who sign a Registration
      Statement, and any Person controlling (within the meaning of Section 15 of
      the
      Securities Act or Section 20 of the Exchange Act) the Company or any of the
      Guarantors, and the respective officers, directors, partners, employees,
      representatives and agents of each such Person, to the same extent as the
      foregoing indemnity from the Company and the Guarantors to each of the
      Indemnified Holders, but only with respect to claims and actions based on
      information relating to such Holder furnished in writing by such Holder
      expressly for use in any Registration Statement. In case any action or
      proceeding shall be brought against the Company, the Guarantors or their
      respective directors or officers or any such controlling person in respect
      of
      which indemnity may be sought against a Holder of Transfer Restricted
      Securities, such Holder shall have the rights and duties given the Company
      and
      the Guarantors, and the Company, the Guarantors, their respective directors
      and
      officers and such controlling person shall have the rights and duties given
      to
      each Holder by the preceding paragraph. 

     

    (c)
      If
      the indemnification provided for in this Section 8 is unavailable to an
      indemnified party under Section 8(a) or (b) hereof (other than by reason of
      exceptions provided in those


    
      
        NY1:1660195.4 

        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    


     

    Sections)
      in respect of any losses, claims, damages, liabilities, judgments, actions
      or
      expenses referred to therein, then each applicable indemnifying party, in lieu
      of indemnifying such indemnified party, shall contribute to the amount paid
      or
      payable by such indemnified party as a result of such losses, claims, damages,
      liabilities or expenses in such proportion as is appropriate to reflect the
      relative benefits received by the Company and the Guarantors, on the one hand,
      and the Holders, on the other hand, from the Initial Placement (which in the
      case of the Company and the Guarantors shall be deemed to be equal to the total
      gross proceeds to the Company and the Guarantors from the Initial Placement),
      the amount of Additional Interest which did not become payable as a result
      of
      the filing of the Registration Statement resulting in such losses, claims,
      damages, liabilities, judgments actions or expenses, and such Registration
      Statement, or if such allocation is not permitted by applicable law, the
      relative fault of the Company and the Guarantors, on the one hand, and the
      Holders, on the other hand, in connection with the statements or omissions
      which
      resulted in such losses, claims, damages, liabilities or expenses, as well
      as
      any other relevant equitable considerations. The relative fault of the Company
      and the Guarantors, on the one hand, and of the Indemnified Holder on the other
      shall be determined by reference to, among other things, whether the untrue
      or
      alleged untrue statement of a material fact or the omission or alleged omission
      to state a material fact relates to information supplied by the Company or
      any
      of the Guarantors, on the one hand, or the Indemnified Holders, on the other
      hand, and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission. The amount paid
      or
      payable by a party as a result of the losses, claims, damages, liabilities
      and
      expenses referred to above shall be deemed to include, subject to the
      limitations set forth in the second paragraph of Section 8(a) hereof, any legal
      or other fees or expenses reasonably incurred by such party in connection with
      investigating or defending any action or claim.

     

    The
      Company, the Guarantors and each Holder of Transfer Restricted Securities agree
      that it would not be just and equitable if contribution pursuant to this
      Section 8(c) were determined by pro rata allocation (even if the Holders
      were treated as one entity for such purpose) or by any other method of
      allocation which does not take account of the equitable considerations referred
      to in the immediately preceding paragraph. The amount paid or payable by an
      indemnified party as a result of the losses, claims, damages, liabilities or
      expenses referred to in the immediately preceding paragraph shall be deemed
      to
      include, subject to the limitations set forth above, any legal or other expenses
      reasonably incurred by such indemnified party in connection with investigating
      or defending any such action or claim. Notwithstanding the provisions of this
      Section 8, none of the Holders (and its related Indemnified Holders) shall
      be
      required to contribute, in the aggregate, any amount in excess of the amount
      by
      which the total discount received by such Holder with respect to the Initial
      Securities exceeds the amount of any damages which such Holder has otherwise
      been required to pay by reason of such untrue or alleged untrue statement or
      omission or alleged omission. No Person guilty of fraudulent misrepresentation
      (within the meaning of Section 11(f) of the Securities Act) shall be entitled
      to
      contribution from any Person who was not guilty of such fraudulent
      misrepresentation. The Holders’ obligations to contribute pursuant to this
      Section 8(c) are several in proportion to the respective principal amount of
      Initial Securities held by each of the Holders hereunder and not
      joint.


    
      
        NY1:1660195.4 

        
        

      

      
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    Section
      9. Rule
      144A. Each
      of
      the Company and the Guarantors hereby agrees with each Holder, for so long
      as
      any Transfer Restricted Securities remain outstanding, to make available to
      any
      Holder or beneficial owner of Transfer Restricted Securities in connection
      with
      any sale thereof and any prospective purchaser of such Transfer Restricted
      Securities from such Holder or beneficial owner, the information required by
      Rule 144A(d)(4) under the Securities Act in order to permit resales of such
      Transfer Restricted Securities pursuant to Rule 144A under the Securities
      Act.

     

    Section
      10. Participation
      in Underwritten Registrations. No
      Holder
      may participate in any Underwritten Registration hereunder unless such Holder
      (a) agrees to sell such Holder’s Transfer Restricted 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
      reasonable questionnaires, powers of attorney, indemnities, underwriting
      agreements, lock-up letters and other documents required under the terms of
      such
      underwriting arrangements.

     

    Section
      11. Selection
      of Underwriters. The
      Holders of Transfer Restricted Securities covered by the Shelf Registration
      Statement who desire to do so may sell such Transfer Restricted Securities
      in an
      Underwritten Offering. In any such Underwritten Offering, the investment
      banker(s) and managing underwriter(s) that will administer such offering will
      be
      selected by the Holders of a majority in aggregate principal amount of the
      Transfer Restricted Securities included in such offering; provided,
      however,
      that
      such investment banker(s) and managing underwriter(s) must be reasonably
      satisfactory to the Company.

     

    Section
      12. Miscellaneous.
      

     

    (a)
      Remedies.
      Each
      of
      the Company and the Guarantors hereby agrees that monetary damages would not
      be
      adequate compensation for any loss incurred by reason of a breach by it of
      the
      provisions of this Agreement and hereby agree to waive the defense in any action
      for specific performance that a remedy at law would be adequate.

     

    (b)
      No
      Inconsistent Agreements. Each
      of
      the Company and the Guarantors will not on or after the date of this Agreement
      enter into any agreement with respect to its securities that conflicts with
      the
      provisions hereof. The rights granted to the Holders hereunder do not in any
      way
      conflict with the rights granted to the holders of the Company’s or any of the
      Guarantors’ securities under any agreement in effect on the date
      hereof.

     

    (c)
      Adjustments
      Affecting the Securities. The
      Company will not effect any change, or permit any change to occur, in each
      case,
      with respect to the terms of the Securities that would materially and adversely
      affect the ability of the Holders to Consummate any Exchange Offer.

     

    (d)
      Amendments
      and Waivers. The
      provisions of this Agreement may not be amended, modified or supplemented,
      and
      waivers or consents to or departures from the provisions hereof may not be
      given
      unless the Company has (i) in the case of Section 5 hereof and this Section
      12(d)(i), obtained the written consent of Holders of all outstanding Transfer
      Restricted Securities and (ii) in the case of all other provisions hereof,
      obtained the written consent of Holders of a majority of the outstanding
      principal amount of Transfer Restricted Securities (excluding any Transfer
      Restricted Securities held by the Company or their Affiliates). Notwithstanding
      the


    
      
        NY1:1660195.4 

        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    


     

    foregoing,
      a waiver or consent to departure from the provisions hereof that relates
      exclusively to the rights of Holders whose securities are being tendered
      pursuant to the Exchange Offer and that does not affect directly or indirectly
      the rights of other Holders whose securities are not being tendered pursuant
      to
      such Exchange Offer may be given by the Holders of a majority of the outstanding
      principal amount of Transfer Restricted Securities being tendered or registered;
      provided,
      however,
      that,
      with respect to any matter that directly or indirectly affects the rights of
      any
      Initial Purchaser hereunder, the Company shall obtain the written consent of
      each such Initial Purchaser with respect to which such amendment, qualification,
      supplement, waiver, consent or departure is to be effective.

     

    (e)
      Notices.
      All
      notices and other communications provided for or permitted hereunder shall
      be
      made in writing by hand-delivery, first-class mail (registered or certified,
      return receipt requested), telex, telecopier, or air courier guaranteeing
      overnight delivery:

     

    (i)
      if to
      a Holder, at the address set forth on the records of the Registrar under the
      Indenture, with a copy to the Registrar under the Indenture; and

     

    (ii)
      if
      to the Company or the Guarantors:

    


    Berry
      Plastics Holding Corporation

    101
      Oakley Street

    Evansville,
      Indiana 47710

    Telecopier
      No.: (812) 424-0128

    Attention:
      General Counsel

     

    With
      a
      copy to:

     

    O’Melveny
      & Myers LLP

    Times
      Square Tower 

    7
      Times
      Square 

    New
      York,
      NY 10036 

    Telecopier
      No.: (212) 326-2061

    Attention:
      Gregory Ezring

     

    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, postage prepaid, if mailed; when answered back, if
      telexed; when receipt 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 at the address specified
      in the Indenture.

     

    (f)
      Successors
      and Assigns. This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      assigns of each of the parties, including, without limitation, and without
      the
      need for an express assignment, subsequent Holders of Transfer Restricted
      Securities; provided,
      however,
      that
      this Agreement shall not inure to the benefit of or be binding upon
      a


    
      
        NY1:1660195.4 

        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    


     

    successor
      or assign of a Holder unless and to the extent such successor or assign acquired
      Transfer Restricted Securities from such Holder.

     

    (g)
      Counterparts.
      This
      Agreement may be executed in any number of counterparts and by the parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which taken together shall constitute one and
      the
      same agreement.

     

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

     

    (i)
      Governing
      Law. THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES
      THEREOF.

     

    (j)
      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.

     

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


    
      
        
          


          [[NYCORP:2621874v2:3642D:07/20/06--10:39
            a]]

          NY1:1660195.4 

        

        
        

      

      
        -22-

        
          

        

      

      
        
        

        
          


        

      

    



     

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

     

    ISSUER

     

    BPC
      ACQUISITION CORP.

    


    By:
      ________________________________

      Name:


      Title:


     

    


     

    BPC
      HOLDING CORPORATION

    


    By:
      ________________________________

      Name:
      James M.
      Kratochvil

      Title:  Executive
      Vice President,
      Chief

                              Financial
      Officer, Treasurer and Secretary
      

    


     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        NY1:1660195.4 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    GUARANTORS

    


    BERRY
      PLASTICS CORPORATION

    AEROCON,
      INC.

    BERRY
      IOWA CORPORATION

    BERRY
      PLASTICS DESIGN CORPORATION

    BERRY
      PLASTICS TECHNICAL SERVICES, INC.

    BERRY
      STERLING CORPORATION

    CPI
      HOLDING CORPORATION

    KNIGHT
      PLASTICS, INC.

    PACKERWARE
      CORPORATION

    PESCOR,
      INC.

    POLY-SEAL
      CORPORATION

    VENTURE
      PACKAGING, INC.

    VENTURE
      PACKAGING MIDWEST, INC.

    BERRY
      PLASTICS ACQUISITION CORPORATION III

    BERRY
      PLASTICS ACQUISITION CORPORATION V

    BERRY
      PLASTICS ACQUISITION CORPORATION VII

    BERRY
      PLASTICS ACQUISITION CORPORATION VIII

    BERRY
      PLASTICS ACQUISITION CORPORATION IX

    BERRY
      PLASTICS ACQUISITION CORPORATION X

    BERRY
      PLASTICS ACQUISITION CORPORATION XI

    BERRY
      PLASTICS ACQUISITION CORPORATION XII

    BERRY
      PLASTICS ACQUISITION CORPORATION XIII

    KERR
      GROUP, INC.

    SAFFRON
      ACQUISITION CORP.

    SETCO,
      LLC

    SUN
      COAST
      INDUSTRIES, INC.

    TUBED
      PRODUCTS, LLC

    CARDINAL
      PACKAGING, INC.

    LANDIS
      PLASTICS, INC.

    


    By:
      ________________________________

      Name:
      James M.
      Kratochvil

                                                                 Title:  Executive
      Vice
      President, Chief

                                                                                                                        
      Financial Officer, Treasurer and Secretary of each
      Guarantor


    
      
        NY1:1660195.4 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    BERRY
      PLASTICS ACQUISITION CORPORATION XV, LLC

    


    


    By:
      ________________________________

    Name:
      James M. Kratochvil

    Title:
      Manager


    
      
        NY1:1660195.4 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    The
      foregoing Registration Rights Agreement is hereby confirmed and accepted as
      of
      the date first above written: 

     

    


    DEUTSCHE
      BANK SECURITIES INC.

    CREDIT
      SUISSE SECURITIES (USA) LLC

    CITIGROUP
      GLOBAL MARKETS INC.

    J.P.
      MORGAN SECURITIES INC.

    BANC
      OF
      AMERICA SECURITIES LLC

    LEHMAN
      BROTHERS INC.

    BEAR,
      STEARNS & CO.

    GE
      CAPITAL MARKETS, INC.

    


    
      	
              DEUTSCHE
                BANK SECURITIES INC.,
                acting
                on behalf of itself and as a Representative of the several Initial
                Purchasers,

               

            
	 
	
              By:

            	 
	 	
              Name:
                

            
	 	
              Title:
                

            
	 	 
	 	 
	
              By:

            	 
	 	
              Name:
                

            
	 	
              Title:
                

            


    

    



    
      
        NY1:1660195.4 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    Schedule
      A

     

    Guarantors

     

    


    BERRY
      PLASTICS CORPORATION, a
      Delaware corporation

     

    AEROCON,
      INC., a
      Delaware corporation

     

    BERRY
      IOWA CORPORATION, a
      Delaware corporation

     

    BERRY
      PLASTICS DESIGN CORPORATION, a
      Delaware corporation

     

    BERRY
      PLASTICS TECHNICAL SERVICES, INC., a
      Delaware corporation

     

    BERRY
      STERLING CORPORATION, a
      Delaware corporation

     

    CPI
      HOLDING CORPORATION, a
      Delaware corporation

     

    KNIGHT
      PLASTICS, INC., a
      Delaware corporation

     

    PACKERWARE
      CORPORATION, a
      Delaware corporation

     

    PESCOR,
      INC., a
      Delaware corporation

     

    POLY-SEAL
      CORPORATION, a
      Delaware corporation

     

    VENTURE
      PACKAGING, INC., a
      Delaware corporation

     

    VENTURE
      PACKAGING MIDWEST, INC., a
      Delaware corporation

     

    BERRY
      PLASTICS ACQUISITION CORPORATION III, a
      Delaware corporation

     

    BERRY
      PLASTICS ACQUISITION CORPORATION V, a
      Delaware corporation

     

    BERRY
      PLASTICS ACQUISITION CORPORATION VII, a
      Delaware corporation

     

    BERRY
      PLASTICS ACQUISITION CORPORATION VIII, a
      Delaware corporation

     

    BERRY
      PLASTICS ACQUISITION CORPORATION IX, a
      Delaware corporation

     

    BERRY
      PLASTICS ACQUISITION CORPORATION X, a
      Delaware corporation

     

    BERRY
      PLASTICS ACQUISITION CORPORATION XI, a
      Delaware corporation

     

    BERRY
      PLASTICS ACQUISITION CORPORATION XII, a
      Delaware corporation

     

    BERRY
      PLASTICS ACQUISITION CORPORATION XIII, a
      Delaware corporation

     

    BERRY
      PLASTICS ACQUISITION CORPORATION XV, LLC, a
      Delaware limited liability company

     

    KERR
      GROUP, INC., a
      Delaware corporation

     

    SAFFRON
      ACQUISITION CORP., a
      Delaware corporation

     

    SETCO,
      LLC, a
      Delaware limited liability company

     

    SUN
      COAST
      INDUSTRIES, INC., a
      Delaware corporation

     


    
      
        NY1:1660195.4 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TUBED
      PRODUCTS, LLC, a
      Delaware limited liability company

     

    CARDINAL
      PACKAGING, INC., an
      Ohio
      corporation

     

    LANDIS
      PLASTICS, INC., an Illinois corporation