Exhibit 4.3


 


EXECUTION COPY


 


 






 


 


Registration
Rights Agreement


 


 


 


 


Dated As of
May 3, 2006


 


 


among


 


 


NPC
International, Inc.


 


and


 


The
Guarantor Party Hereto


 


Merrill
Lynch, Pierce, Fenner & Smith

Incorporated,


 


and


 


J.P. Morgan
Securities Inc.


 


 






 

















 


REGISTRATION
RIGHTS AGREEMENT


 


This Registration Rights Agreement (the “Agreement”)
is made and entered into this 3rd day of May, 2006, among NPC International, Inc.,
a Kansas corporation (the “Company”), the guarantor listed on the signature pages hereto
(the “Guarantor” and together with the Company, the “Issuers”), and Merrill
Lynch, Pierce, Fenner & Smith Incorporated and J. P. Morgan Securities
Inc. as representatives (the “Representatives”) of the Initial Purchasers
(collectively, the “Initial Purchasers”) listed on Schedule A to the
Purchase Agreement (as defined below).


 


This Agreement is made pursuant to the Purchase
Agreement, dated April 25, 2006, among the Issuers and the Initial
Purchasers (the “Purchase Agreement”), which provides for the sale by the
Company to the Initial Purchasers of an aggregate of $200 million principal
amount of the Company’s 9.5% Senior Subordinated Notes due 2014 (the “Notes”).  The Notes are to be unconditionally
guaranteed by the Guarantor on a senior subordinated basis (the “Guarantee”
and, together with the Notes, the “Initial Securities”).  In order to induce the Initial Purchasers
(including the Market-Maker (as defined herein)) to enter into the Purchase
Agreement, the Issuers have agreed to provide to the Initial Purchasers and
their 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 Time 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 9.5% Senior Subordinated Notes due 2014, issued by the Company
under the Indenture, together with an unconditional guarantee thereof by the
Guarantor on a Senior Subordinated basis, containing terms identical to the
Initial Securities in all material respects (except that the additional
interest rate, restrictions on transfers and restrictive legends provisions
shall be eliminated), to be offered to Holders of Initial Securities in
exchange for Registrable Securities pursuant to the Exchange Offer.


 


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


 


“Guarantor” shall
have the meaning set forth in the preamble and shall also include its
respective successors.


 


“Holder” shall mean
an Initial Purchaser, for so long as it owns any Registrable Securities, and
each of 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 Initial Securities, dated as of May 3,
2006, between the Issuers and Wells Fargo Bank, National Association, 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”
or “Initial Purchasers” shall have the meaning set forth in the
preamble.


 


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


 


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“Issuer Free Writing
Prospectus” shall have the meaning set forth in Section 2.1(g) herein.


 


“Issuers” shall have
the meaning set forth in the preamble and shall also include their respective
successors.


 


“Majority Holders”
shall mean the Holders of a majority of the aggregate principal amount of
outstanding 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 Issuers and other obligors on the Initial 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.


 


“Market-Maker” shall
have the meaning set forth in Section 4(a) hereof.


 


“Market-Maker’s
Information”  shall have the meaning
set forth in Section 4(d) hereof.


 


“Market-Making
Registration”  shall have the meaning
set forth in Section 4(a)(i) hereof.


 


“Market-Making
Registration Statement”  shall have
the meaning set forth in Section 4(a)(i) hereof.


 


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


 


“Participating Broker-Dealer”
shall mean any of Merrill Lynch, Pierce, Fenner & Smith Incorporated
and J.P. Morgan Securities Inc. and any other broker-dealer which makes a
market in the Initial 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.


 


“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


 


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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 Initial Securities and, if issued, the Private Exchange
Securities; provided, however, that Initial Securities and, if
issued, the Private Exchange Securities, shall cease to be Registrable
Securities when (i) a Registration Statement with respect to such Initial
Securities or Private Exchange Securities shall have been declared effective
under the 1933 Act and such Initial Securities or Private Exchange Securities
shall have been disposed of pursuant to such Registration Statement, (ii) such
Initial Securities or Private Exchange Securities have been sold to the public
pursuant to Rule l44 (or any similar provision then in force, but not Rule 144A)
under the 1933 Act or are eligible to be sold to the public pursuant to Rule 144(K)
under the 1933 Act, (iii) such Initial Securities or Private Exchange
Securities shall have ceased to be outstanding or (iv) the Exchange Offer
is consummated (except in the case of Private Exchange Securities and Initial
Securities purchased from the Company and continued to be held by the Initial
Purchasers).


 


“Registration Expenses”
shall mean any and all expenses incident to performance of or compliance by the
Issuers with this Agreement, including without limitation:  (i) all SEC, stock exchange or National
Association of Initial Securities Dealers, Inc. (the “NASD”) 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 NASD, (ii) all fees and expenses incurred in connection
with compliance with state securities or blue sky laws and compliance with the rules of
the NASD (including reasonable fees and disbursements of one firm of legal
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 NASD), (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
Issuers and of the independent public accountants of the Issuers, including the
expenses of any special audits or “cold comfort” letters required by or
incident to such performance and compliance, (vii) the fees and expenses
of the Trustee, and any escrow agent or custodian,


 


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(viii) in connection with a Shelf Registration
Statement, the reasonable fees and disbursements of special counsel
representing the Holders of Registrable Securities and (ix) and the fees
and expenses of any special experts retained by the Company 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.


 


“Registration Statement”
shall mean any registration statement of the Issuers 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
Initial Securities and Exchange Commission or any successor agency or
government body performing the functions currently performed by the United
States Securities and Exchange Commission.


 


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


 


“Shelf Registration Statement”
shall mean a “shelf” registration statement of the Issuers 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.


 


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


 


2.             Registration Under the 1933 Act.


 


2.1           Exchange Offer.  The
Issuers shall, for the benefit of the Holders, at the Company’s cost use their
commercially reasonable efforts to, (A) prepare and 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, (B) keep
the Exchange Offer Registration Statement effective until the closing of the Exchange
Offer and (C) cause the Exchange Offer to be consummated not later than
285 days following the Closing Date.  The
Exchange Securities will be issued under the Indenture.  Upon the effectiveness of


 


5

















 


the
Exchange Offer Registration Statement, the Issuers 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) is not an affiliate of the
Issuers within the meaning of Rule 405 under the 1933 Act, (b) is not
a broker-dealer tendering Registrable Securities acquired directly from the
Issuers for its own account, (c) acquired the Exchange Securities in the
ordinary course of such Holder’s business and (d) 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.


 


In connection with the Exchange Offer, the Issuers
shall:


 


(a)           mail as promptly as practicable after the
commencement of the Exchange Offer 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 20 business days after the date notice
thereof is made public (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 the expiration 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
Initial 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 Purchasers and Participating Broker-Dealers as provided herein); and


 


(f)            otherwise comply in all material respects
with all applicable laws relating to the Exchange Offer.


 


If, prior to consummation of
the Exchange Offer, the Initial Purchasers hold any Initial Securities acquired
by them and having the status of an unsold allotment in the initial
distribution, the Issuers upon the request of any Initial Purchaser


 


6

















 


shall, simultaneously with the delivery of the
Exchange Securities in the Exchange Offer, issue and deliver to such Initial
Purchaser in exchange (the “Private Exchange”) for the Initial Securities held
by such Initial Purchaser, a like principal amount of debt securities that are
identical to the Exchange Securities (except that such securities shall bear
appropriate transfer restrictions) (the “Private Exchange Securities”).


 


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 Initial
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 Initial
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 the Exchange Securities.  The Issuers shall not 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 Issuers 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 Initial 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.


 


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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, rule or
regulation 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 (A) it is not
an affiliate (as defined in Rule 405 under the 1933 Act) of the Company
or, if it is such an affiliate, it will comply with the registration and
prospectus delivery requirements of the 1933 Act, to the extent applicable; provided, however,
that this clause A shall not apply to Merrill Lynch & Co. or Merrill
Lynch, Pierce, Fenner & Smith Incorporated for which the Issuers have
agreed to file a Market-Making Registration Statement pursuant to Section 4
of this Agreement; (B) all Exchange Securities to be received by it shall
be acquired in the ordinary course of its business and (C) 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 Issuers to proceed with the Exchange Offer or the
Private Exchange.  The Company shall
inform the Initial Purchasers of the names and addresses of the Holders to whom
the Exchange Offer is made, and the Initial Purchasers shall have the right to
contact Holders and otherwise facilitate the tender of Registrable Securities
in the Exchange Offer.


 


(g)           The Issuers represent and agree that, unless
they obtain the prior consent of a majority of the Registrable Securities that
are registered under the Registration Statement at such time or the approval of
the counsel for the holders of Registrable Securities or the consent of the
managing underwriter in connection with any underwritten offering of
Registrable Securities, and each Holder represents and agrees that, unless it
obtains the prior consent of the Company and any such underwriter, it will not
make any offer relating to the Initial Securities that would constitute an “issuer
free writing prospectus,” as defined in Rule 433 (an “Issuer Free
Writing Prospectus”), or that would otherwise constitute a “free writing prospectus,”
as defined in Rule 405, required to be filed with the SEC.  The Issuers


 


8

















 


represent that any Issuer Free Writing Prospectus, when taken together
with the information in the Registration Statement and the Prospectus, will not
include any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.


 


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 Issuers 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 285 days
after the Closing Date, (iii) upon the request of any of the Initial
Purchasers that are not permitted under applicable law or interpretations to
participate in the Exchange Offer or (iv) if and only to the extent that a
Holder is not permitted to participate in the Exchange Offer or does not
receive fully tradeable Exchange Securities pursuant to the Exchange Offer,
then in case of each of clauses (i) through (iv) the Issuers shall,
at their cost:


 


(a)           As promptly as practicable, file with the
SEC, and thereafter shall use their commercially reasonable efforts to cause to
be declared effective as promptly as practicable but no later than the later of
285 after the Closing Date and 90 days after such filing obligation arises, 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 commercially reasonable 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 two
years from the date the Shelf Registration Statement is declared effective by
the SEC, or for such shorter period that will terminate when all Registrable
Securities covered by the Shelf Registration Statement have been sold pursuant to
the Shelf Registration Statement or cease to be outstanding or otherwise to be
Registrable Securities (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.


 


(c)           Notwithstanding any other provisions hereof,
use their commercially reasonable efforts to ensure that (i) any Shelf
Registration Statement and any amendment thereto and any Prospectus forming
part thereof and any supplement thereto complies in all material respects with
the 1933 Act and the rules and regulations thereunder, (ii) any Shelf
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material


 


9

















 


fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any
Prospectus forming part of any Shelf Registration Statement, and any supplement
to such Prospectus (as amended or supplemented from time to time), does not
include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements, in light of the circumstances under
which they were made, not misleading.


 


Subject to the limitation set forth in next
succeeding paragraph and subject to the provisions of Section 3, the
Issuers shall be entitled to suspend their obligation to file any amendment the
Shelf Registration Statement, furnish any supplement or amendment to a
Prospectus included in the Shelf Registration Statement, make any other filing
with the SEC, cause the Shelf Registration Statement or other filing with the
SEC to remain effective or take any similar action (collectively, “Registration
Actions”) upon (A) the issuance by the SEC of a stop order suspending the
effectiveness of the Shelf Registration Statement or the initiation of
proceedings with respect to the Shelf Registration Statement under Section 8(d) or
8(e) of the Securities Act, (B) the occurrence of any event or the
existence of any fact as a result of which the Shelf Registration Statement
would or shall contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading, or the related Prospectus would or shall
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
or (C) the occurrence or existence of any corporate development that, in
the discretion of the Issuers, makes it appropriate to postpone or suspend the
availability of the Shelf Registration Statement and the related Prospectus, it
being understood that the Issuers may not invoke this Clause C for the purpose
of avoiding their obligations under this Agreement.  Upon the occurrence of any of the conditions
described in (A), (B) or (C) above, the Company shall give prompt
notice (a “Suspension Notice”) thereof to the Holders.  Upon the termination of such condition, the
Company shall give prompt notice thereof to the Holders and shall promptly
proceed with all Registration Actions that were suspended pursuant to this
paragraph and comply as promptly as practicable with the requirements of Section 3(l)
hereof, if applicable.


 


The Issuers may only suspend Registration Actions
pursuant to the preceding paragraph for one or more periods (each, a “Suspension
Period”) not to exceed, in the aggregate, (x) sixty days in any three month
period or (y) ninety days in any twelve month period, during which no
Additional Interest (as defined in Section 2.5) shall be payable.  Each Suspension Period shall be deemed to
begin on the date the relevant Suspension Notice is given to the Holders and
shall be deemed to end on the earlier to occur of (1) the date on which
the Company gives the Holders a notice that the Suspension Period has
terminated and (2) the date on which the number of days during which a
Suspension Period has been in effect exceeds, in the aggregate, ninety days in
any twelve month


 


10

















 


period.  The Company shall extend the Effectiveness
Period (or the period during which Participating Broker-Dealers are entitled to
use the prospectus included in the Exchange Offer Registration Statement in
connection with the resale of the Exchange Securities, as the case may be) by
the total number of days during which a Suspension Period was in effect, so
long as there are Registrable Securities. 
Notwithstanding anything to the foregoing, the Issuers shall at all
times use their best efforts to end any Suspension Period at the earliest
possible time.


 


Without the consent of the Initial Purchasers, which
consent shall not be unreasonably withheld, the Issuers shall not permit any
securities other than Registrable Securities to be included in the Shelf
Registration Statement.  The Issuers
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.


 


2.3           Expenses.  The Issuers 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 Issuers will be deemed not have used
their commercially reasonable 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 any Issuer voluntarily
takes 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 rule, regulation, order, judgment or decree.


 


(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.


 


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2.5           Interest.  The Indenture executed in
connection with the Initial Securities will provide that in the event that
either (a) the Exchange Offer is not consummated on or prior to the 285th
calendar day following the Closing Date or (b) if obligated to file a
Shelf Registration Statement, such Shelf Registration Statement is not filed or
does not become effective on or prior to the date specified in Section 2.2(a) (each
such event referred to in clauses (a) and (b) above, a “Registration
Default”), the interest rate borne by the Initial Securities shall be increased
(“Additional Interest”) by one-quarter of one percent per annum upon the
occurrence of each Registration Default, which rate will increase by one
quarter of one percent each 90-day period that such Additional Interest
continues to accrue under any such circumstance, provided that the maximum aggregate increase in the interest
rate will in no event exceed one percent (1%) per annum.  Following the cure of all Registration
Defaults the accrual of Additional Interest will cease and the interest rate
will revert to the original rate.


 


Subject to the Company’s ability to declare
Suspensions Periods, 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 90 days in the aggregate, then the interest rate borne by the
Initial Securities will be increased by 0.25% per annum of the principal amount
of the Initial Securities for the first 90-day period (or portion thereof)
beginning on the 91st such date that such Shelf Registration
Statement ceases to be usable, which rate shall be increased by an additional
0.25% per annum of the principal amount of the Initial Securities 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 “Additional Interest”
for purposes of this Agreement.  Upon the
Shelf Registration Statement once again becoming usable, the interest rate
borne by the Initial Securities will be reduced to the original interest rate
if the Company is otherwise in compliance with this Agreement at such
time.  Additional Interest 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 three
business days after each and every date on which an event occurs in respect of
which Additional Interest is required to be paid (an “Event Date”).  Additional Interest 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 Additional Interest
then due.  The Additional Interest due
shall be payable on each interest payment date to the record Holder of Initial
Securities entitled to receive the interest payment to be paid on such date as
set forth in the Indenture.  Each
obligation to pay Additional Interest shall be deemed to accrue from and
including the day following the applicable Event Date.


 


12

















 


3.             Registration Procedures.


 


In connection with the obligations of the Issuers
with respect to Registration Statements pursuant to Sections 2.1 and 2.2
hereof, the Issuers 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, (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 (iv) shall comply in all material respects with the
requirements of Regulation S-T under the 1933 Act, and use their commercially
reasonable 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 periods required under Section 2; 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);


 


(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


 


13

















 


of the Registrable Securities covered by the Prospectus or any
amendment or supplement thereto;


 


(d)           use their commercially reasonable 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 in writing 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 no Issuer shall be required to (i) qualify as a foreign corporation
or as a dealer in securities in any jurisdiction where it is not then so
qualified or 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;


 


(e)           notify as promptly as reasonably practicable
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 promptly (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 Issuers 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, provided,
however, that no notice by the
Issuers shall be required pursuant to this clause (v) in the event that
the Issuers either promptly file a Prospectus supplement to update the
Prospectus or a Form 8-K or other appropriate Exchange Act report that is
incorporated by


 


14

















 


reference into such Registration Statement, which, in either case,
contains the requisite information with respect to such event or facts that
results in such Registration Statement no longer containing any untrue
statement of material fact or omitting to state a material fact necessary to
make the statements contained therein not misleading, (vi) of the receipt
by any Issuer 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 Issuers’
knowledge, threatening of any proceeding for such purpose and (vii) of any
determination by the Company 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 Merrill Lynch, Pierce, Fenner & Smith
Incorporated 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 Merrill
Lynch, Pierce, Fenner & Smith Incorporated 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 for a period not to exceed 180 days after the commencement
of the Exchange Offer, (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:


 


15

















 


“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; and


 


(g)           RESERVED;


 


(h)           (i)  in the case of an Exchange Offer,
furnish counsel for the Initial Purchasers 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;


 


(i)            make every reasonable effort to obtain the
withdrawal of any order suspending the effectiveness of a Registration
Statement as soon as practicable;


 


(j)            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);


 


(k)           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;


 


(l)            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 its commercially reasonable 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,


 


16

















 


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;


 


(m)          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
Purchasers on behalf of such Holders; and make representatives of the Company
as shall be reasonably requested by the Holders of Registrable Securities, or
the Initial Purchasers on behalf of such Holders, available for discussion of
such document;


 


(n)           obtain 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 any necessary 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;


 


(o)           (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 its commercially reasonable 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;


 


(p)           in the case of a Shelf Registration, enter
into agreements (including underwriting agreements) and take all other
customary and appropriate actions as are reasonably requested 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:


 


17

















 


(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 (in form, scope and substance)
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;


 


(iii)    obtain “cold comfort” letters and updates
thereof from the Company’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 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 “cold
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 5 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


 


18

















 


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;


 


(q)           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, representatives of any underwriters
participating in any disposition pursuant to a Shelf Registration Statement,
representatives of any Participating Broker-Dealer and one firm of legal
counsel or accountant retained by any of the foregoing, all financial and other
records, pertinent corporate documents and properties of the Issuers reasonably
requested by any such persons, and cause the respective officers, directors,
employees, and any other agents of the Issuers 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 Issuers available for discussion of such documents as
shall be reasonably requested by the Initial Purchasers;


 


(r)            in the case of an Exchange Offer Registration
Statement, 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
electronic copies of such document to the Initial Purchasers 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 Purchasers 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 Purchasers 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 Purchasers 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 Issuers available for discussion of such documents as shall be reasonably
requested by the Initial Purchasers provided
that the Issuers shall not be required to take any actions under this Section 3(r)
that are not, in the reasonable opinion of counsel for the Issuers, in
compliance with applicable law or to include any disclosure which at the time
would have an adverse effect on the business or operations of any Issuer and/or
their respective Subsidiaries, as determined in good faith by the Issuers; and
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


 


19

















 


supplement to such Prospectus, provide copies of such document to the
Holders of Registrable Securities, to the Initial Purchasers, 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 Purchasers, 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 Purchasers 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
Purchasers 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 Issuers available for discussion of such
document as shall be reasonably requested by the Holders of Registrable
Securities, the Initial Purchasers on behalf of such Holders, counsel for the
Holders of Registrable Securities or any underwriter;


 


(s)           in the case of a Shelf Registration, use
their commercially reasonable 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;


 


(t)            in the case of a Shelf Registration, use
their commercially reasonable 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;


 


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


 


(v)           cooperate and assist in any filings required
to be made with the NASD 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 NASD); and


 


(w)          upon consummation of an Exchange Offer or a
Private Exchange, obtain a customary opinion of counsel to the Company
addressed to the Trustee as may be required under the Indenture.


 


20

















 


In the case of a Shelf Registration Statement, the
Issuers 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 of the
happening of any event or the discovery of any facts, each of the kind
described in Section 3(e)(v) hereof, or (ii)  a Suspension
Period 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(l)
hereof, and, if so directed by the Company, 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.


 


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 Majority Holders of such Registrable Securities
(and shall be reasonably satisfactory to the Company) included in such
offering.  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.             Market-Making.


 


(a)           For the sole benefit of Merrill Lynch,
Pierce, Fenner & Smith Incorporated (in such capacity, the “Market-Maker”)
or any of its affiliates (as defined in the rules and regulations of the
SEC), so long as (x) any of the Registrable Securities or Exchange Securities
are outstanding and (y) as the Market-Maker or any of its affiliates owns
any equity securities of the Issuers or any of their affiliates and proposes to
make a market in the Registrable Securities or Exchange Securities as part of
its business in the ordinary course and (z) in the reasonable opinion of the
Market-Maker’s counsel, a market making prospectus would be required for the
Market Maker to make a market in the Registrable Securities or Exchange
Securities in the ordinary course under applicable law or SEC interpretation of
law, the following provisions shall apply for the sole benefit of the
Market-Maker:


 


21

















 


(i)            The Issuers shall file under the 1933 Act a
registration statement (which may be the Exchange Offer Registration Statement
or the Shelf Registration Statement if permitted by the rules and
regulations of the SEC), in a form approved by the Market-Maker (such filing,
the “Market-Making Registration,” and such registration statement, the “Market-Making
Registration Statement”).  The
Issuers agree to use their commercially reasonable efforts to cause the
Market-Making Registration Statement to be declared effective on or prior to (i) the
date the Exchange Offer is completed pursuant to Section 2.1 above or (ii) the
date the Registration Statement becomes or is declared effective, and to keep
such Market-Making Registration Statement continuously effective for so long as
the Market-Maker may be required to deliver a prospectus in connection with
transactions in the Initial Securities or the Exchange Securities, as the case
may be.  In the event that the
Market-Maker holds Initial Securities at the time an Exchange Offer is to be
conducted under Section 2.1 above, the Issuers agree that the Market-Making
Registration shall provide for the resale by the Market-Maker of such Initial
Securities and shall be kept continuously effective for so long as the
Market-Maker may be required to deliver a prospectus in connection with the
sale of such Initial Securities.  The
Issuers further agree to supplement or make amendments to the Market-Making
Registration Statement, as and when required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Market-Making Registration Statement, and the Company agrees to furnish to the
Market-Maker copies of any such supplement or amendment prior to its being used
or promptly following its filing with the SEC.


 


(ii)           Notwithstanding the foregoing, the Company
may suspend the offering and sale under the Market-Making Registration
Statement for a period or periods the Board of Directors of the Company
reasonably determines to be necessary, but in any event not to exceed 120 days
in each year during which the Market-Making Registration Statement is required
to be effective and usable hereunder (measured from the effective time of the
Market-Making Registration Statement to successive anniversaries thereof) if (A) (i) the
Board of Directors of the Company determines in good faith that such action is
in the best interests of the Company or (ii) the Market Making
Registration Statement, prospectus or amendment or supplement thereto contains
an untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, and (B) the
Company notifies the Market-Maker within five days after such Board of
Directors makes the relevant determination set forth in clause (A).


 


(iii)          The Company shall notify the Market-Maker (A) when
any post-effective amendment to the Market-Making Registration Statement or any
amendment or supplement to the related prospectus has been filed, and, with
respect to any post-effective amendment, when the same has become effective;


 


22

















 


(B) of any request by the SEC for any
post-effective amendment to the Market-Making Registration Statement, any
supplement or amendment to the related prospectus or for additional
information; (C) the issuance by the SEC of any stop order suspending the
effectiveness of the Market-Making Registration Statement or the initiation of
any proceedings for that purpose; (D) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Registrable Securities or Exchange Securities for sale in any jurisdiction or
the initiation or threatening of any proceedings for such purpose; and (E) of
the happening of any event that makes any statement made in the Market-Making
Registration Statement, the related prospectus or any amendment or supplement
thereto untrue or that requires the making of any changes in the Market-Making
Registration Statement, such prospectus or any amendment or supplement thereto,
in order to make the statements therein not misleading.


 


(iv)          If any event contemplated by Section 4(a)(iii)(B) through
(E) occurs during the period for which the Issuers are required to
maintain an effective Market-Making Registration Statement, the Issuers shall
promptly prepare and file with the SEC a post-effective amendment to the
Market-Making Registration Statement or a supplement to the related prospectus
or file any other required document so that the prospectus will not include an untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.


 


(v)           In the event of the issuance of any stop
order suspending the effectiveness of the Market-Making Registration Statement
or of any order suspending the qualification of the Registrable Securities or
Exchange Securities for sale in any jurisdiction, the Issuers shall use
promptly their reasonable best efforts to obtain its withdrawal.


 


(vi)          The Company shall furnish to the
Market-Maker, without charge, (i) at least one conformed copy of the
Market-Making Registration Statement and any post-effective amendment thereto;
and (ii) as many copies of the related prospectus and any amendment or
supplement thereto as the Market-Maker may reasonably request.


 


(vii)         The Issuers shall consent to the use of the
prospectus contained in the Market-Making Registration Statement or any
amendment or supplement thereto by the Market-Maker in connection with its
market-making activities.


 


(viii)        Notwithstanding the foregoing provisions of
this Section 4, the Issuers may for valid business reasons, including
without limitation, a potential acquisition, divestiture of assets or other
material corporate transaction, issue a notice


 


23

















 


that the Market-Making Registration Statement is no
longer effective or the prospectus included therein is no longer usable for
offers and sales of Registrable Securities or Exchange Securities and may issue
any notice suspending use of the Market-Making Registration Statement required
under applicable securities laws to be issued for so long as valid business
reasons exist and the Company shall not be obligated to amend or supplement the
Market-Making Registration Statement or the prospectus included therein until
it reasonably deems appropriate.  The
Market-Maker agrees that upon receipt of any notice from the Company pursuant
to this Section 4(a)(viii), it will discontinue use of the Market-Making
Registration Statement until receipt of copies of the supplemented or amended
prospectus relating thereto until advised in writing by the Company that the
use of the Market-Making Registration Statement may be resumed.


 


(b)           In connection with the Market-Making
Registration, the Company shall (i) make reasonably available for
inspection by a representative of, and counsel acting for, the Market-Maker all
relevant financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries and (ii) use its
commercially reasonable efforts to have its officers, directors, employees,
accountants and counsel supply all relevant information reasonably requested by
such representative or counsel or the Market-Maker.


 


(c)           Prior to the effective date of the
Market-Making Registration Statement, the Issuers will use their reasonable
best efforts to register or qualify such Registrable Securities or Exchange
Securities for offer and sale under the securities or blue sky laws of such
jurisdictions as the Market-Maker reasonably requests in writing and do any and
all other acts or things necessary or advisable to enable the offer and sale in
such jurisdictions of the Registrable Securities or Exchange Securities covered
by the Market-Making Registration Statement; provided
that the Issuers will not be required to qualify generally to do business in
any jurisdiction where they are not then so qualified or to take any action
which would subject them to general service of process or to taxation in any
such jurisdiction where they are not then so subject.


 


(d)           The Company represents that the Market-Making
Registration Statement, any post-effective amendments thereto, any amendments
or supplements to the related prospectus and any documents filed by them under
the Exchange Act will, when they become effective or are filed with the SEC, as
the case may be, conform in all material respects to the requirements of the
1933 Act and the Exchange Act and the rules and regulations of the SEC
thereunder and will not, as of the effective date of such Market-Making
Registration Statement or post-effective amendments and as of the filing date
of amendments or supplements to such prospectus or filings under the Exchange Act,
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein in
light of the circumstances under which they were made not misleading; provided that no representation or
warranty


 


24

















 


is
made as to information contained in or omitted from the Market-Making
Registration Statement or the related prospectus in reliance upon and in
conformity with written information furnished to the Company by the
Market-Maker specifically for inclusion therein, which information the parties
hereto agree will be limited to the statements concerning the Market-Making
activities of the Market-Maker to be set forth on the cover page and in
the “Plan of Distribution” section of the prospectus (the “Market-Maker’s
Information”).


 


(e)           At the time of effectiveness of the
Market-Making Registration Statement (unless it is the same as the time of
effectiveness of the Exchange Offer Registration Statement) and concurrently
with each time the Market-Making Registration Statement or the related
prospectus shall be amended or such prospectus shall be supplemented, the
Company shall (if requested in writing by the Market-Maker) furnish the
Market-Maker and its counsel with


 


(i)            a certificate of an appropriate Officer to
the effect that: (w) the Market-Making Registration Statement has been declared
effective; (x) in the case of an amendment or supplement, such amendment has
become effective under the Securities Act as of the date and time specified in
such certificate, if applicable; if required, such amendment or supplement to
the prospectus was filed with the SEC pursuant to the subparagraph of Rule 424(b) under
the 1933 Act specified in such certificate on the date specified therein; (y)
to the knowledge of such officers, no stop order suspending the effectiveness
of the Market-Making Registration Statement has been issued and no proceeding
for that purpose is pending or threatened by the SEC; and (z) such officers
have carefully examined the Market-Making Registration Statement (and, in case
of an amendment or supplement, such amendment or supplement) and as of the date
of such Market-Making Registration Statement, amendment or supplement, as
applicable, the Market-Making Registration Statement and the prospectus, as
amended or supplemented, if applicable, did not include any untrue statement of
a material fact and did not omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading,


 


(ii)           written opinion of counsel to the Issuers, in
form, scope and substance reasonably satisfactory to the managing underwriters,
addressed to the underwriters covering the matters customarily covered in
opinions reasonably requested in underwritten offerings, and


 


(iii)          a comfort letter or comfort letters in
customary form to the extent permitted by Statement on Auditing Standards No. 72
of the American Institute of Certified Public Accountants (or if such a comfort
letter is not permitted, an agreed upon procedures letter in customary form)
from the Company’s independent certified public accountants (and, if necessary,
any other independent certified


 


25

















 


public accountants of any subsidiary of the Company
or of any business acquired by the Company for which financial statements are,
or are required to be, included in the Registration Statement) at least as
broad in scope and coverage as the comfort letter or comfort letters delivered
to the Initial Purchasers in connection with the initial sale of the Initial
Securities to the Initial Purchasers.


 


(f)            The Issuers, on the one hand, and the
Market-Maker, on the other hand, hereby agree to indemnify each other, and, if
applicable, contribute to the other, in accordance with Section 5 of this
Agreement.


 


(g)           The Company will (i) comply with the
provisions of this Section 4 at its own expense and (ii) will
reimburse the Market-Maker for its expenses associated with the filing of the
Market Maker Registration Statement (including reasonable fees of counsel) to a
maximum of $10,000.


 


(h)           The agreements contained in this Section 4
and the representations, warranties and agreements contained in this Agreement
shall survive all offers and sales of the Registrable Securities or Exchange
Securities and shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement or any investigation made by or
on behalf of any indemnified party.


 


(i)            For purposes of this Section 4, any
reference to the terms “amend,” “amendment” or “supplement” with respect to the
Market-Making Registration Statement or the prospectus contained therein shall
be deemed to refer to and include the filing under the Exchange Act of any
document deemed to be incorporated therein by reference.


 


5.             Indemnification; Contribution.


 


(a)           The Issuers jointly and severally agree to
indemnify and hold harmless the Initial Purchasers, the Market-Maker, 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) or Market-Making
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


 


26

















 


thereto) or any Issuer Free Writing 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 5(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 reasonable fees and disbursements of one firm of
counsel (in addition to any local 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 the Holder or Underwriter
expressly for use in a Registration Statement (or any amendment thereto),
Market-Making Registration Statement (or any amendment thereto), any Prospectus
(or any amendment or supplement thereto) or any Issuer Free Writing Prospectus
(or any amendment or supplement thereto).


 


(b)           Each Holder severally, but not jointly,
agrees to indemnify and hold harmless the Company, the Initial Purchasers, 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 Purchasers, 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 5(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 Market-Making Registration Statement (or any amendment thereto) or any
Prospectus included therein (or any amendment or supplement thereto) or any
Issuer Free Writing Prospectus in reliance upon and in conformity with written
information with respect to such Holder furnished to the Company by such


 


27

















 


Holder
expressly for use in the Shelf Registration Statement (or any amendment
thereto), Market-Making Registration Statement (or any amendment thereto), such
Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing
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 (or any amendment
thereto) or Market-Making Registration Statement (or any amendment thereto).


 


(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 the indemnity
agreement in this Section 5.  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 reasonable 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 5
(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.


 


(d)           If at any time an indemnified party shall
have requested an indemnifying party to reimburse the indemnified party for
fees and expenses of counsel, such indemnifying party agrees that it shall be
liable for any settlement of the nature contemplated by Section 5(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.


 


28

















 


(e)           If the indemnification provided for in this Section 5
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 Issuers on the one hand and
the Holders 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 Issuers on the one hand
and, if applicable, the Holders 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 an Issuer or the Holders and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.


 


The Issuers and the Holders agree that it would not
be just and equitable if contribution pursuant to this Section 5 were
determined by pro rata allocation (even if the Initial Purchasers 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 above in this Section 5.
The aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an indemnified party and referred to above in this Section 5
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.


 


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.


 


For purposes of this Section 5, each Person, if
any, who controls an Initial Purchaser or Holder within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act shall have the same rights
to indemnification and contribution as such Initial Purchaser or Holder, and
each director of the Company, and each Person, if any, who controls an Issuer 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 such Issuer.


 


29

















 


6.             Miscellaneous.


 


6.1           Rule 144 and Rule 144A.  For
so long as the Issuers are subject to the reporting requirements of Section 13
or 15 of the 1934 Act, the Issuers 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 Issuers cease to
be so required to file such reports, the Issuers 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 they 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 Issuers
will deliver to such Holder a written statement as to whether they have
complied with such requirements.


 


6.2           No Inconsistent Agreements.  No
Issuer has entered into and the Issuers 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 any of Issuers’ other issued and outstanding securities under any
such agreements.


 


6.3           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 (and, with respect to the
provisions of Section 4 hereof, the written consent of the Market-Maker).


 


6.4           Notices.  All notices and other
communications provided for or permitted hereunder shall be made in writing by
hand delivery, registered first-class mail, facsimile, electronic mail 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 notice given
in accordance with the provisions of this Section 6.4, which address
initially is the address set forth in the Purchase Agreement with respect to
the Initial Purchasers;


 


30

















 


and
(b) if to any Issuer, 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 6.4.


 


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 receipt is
acknowledged, if sent by facsimile or by electronic mail; 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.


 


6.5           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.


 


6.6           Third Party Beneficiaries.  The
Initial Purchasers (even if the Initial Purchasers are not Holders of Registrable
Securities) shall be third party beneficiaries to the agreements made hereunder
among the Issuers, on the one hand, and the Holders, on the other hand, and
shall have the right to enforce such agreements directly to the extent they
deem such enforcement necessary or advisable to protect their rights or the
rights of Holders hereunder.  Each Holder
of Registrable Securities shall be a third party beneficiary to the agreements
made hereunder among the Issuers, on the one hand, and the Initial Purchasers,
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.


 


6.7           Specific Enforcement. 
Without limiting the remedies available to the Initial Purchasers and
the Holders, the Issuers acknowledge that any failure by an Issuer to comply
with its obligations under Sections 2.1 through 2.4 hereof may result in
material irreparable injury to the Initial Purchasers or the Holders for which
there is no adequate remedy at law, that it may not be possible to measure
damages for such injuries


 


31

















 


precisely
and that, in the event of any such failure, the Initial Purchasers or any
Holder may seek such relief as may be required to specifically enforce the
Issuers’ obligations under Sections 2.1 through 2.4 hereof.


 


6.8           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.


 


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


 


6.10         GOVERNING LAW.  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.


 


6.11         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.


 


6.12         Entire Agreement.  This
Agreement is intended by the parties as a final expression of their agreement
and is intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and the registration rights granted by the Issuers with respect to the
Registrable Securities.  Except as
provided in the Purchase Agreement, 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 Issuers with respect to
the Registrable Securities.  This
Agreement supersedes all prior agreements and undertakings among the parties
solely with respect to such registration rights.


 


32

















 


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


 


	
   

  	
  NPC INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Troy D. Cook

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Troy D. Cook

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President-Finance,

  
	
   

  	
   

  	
  Chief Financial Officer, Secretary

  
	
   

  	
   

  	
  and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NPC MANAGEMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Troy D. Cook

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Troy D. Cook

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President, Secretary

  
	
   

  	
   

  	
  and Treasurer

  
						



 


33

















 


	
  CONFIRMED AND ACCEPTED,

  	
   

  
	
  as of the date first above
  written:

  	
   

  
	
   

  	
   

  
	
  MERRILL LYNCH & CO.

  	
   

  
	
  MERRILL LYNCH, PIERCE, FENNER & SMITH

  	
   

  
	
  INCORPORATED

  	
   

  	
   

  
	
   

  	
   

  
	
  By:  MERRILL LYNCH, PIERCE,
  FENNER & SMITH

  	
   

  
	
  INCORPORATED

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael Barrish

  	
   

  
	
   

  	
  Name:

  	
  Michael Barrish

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  
	
   

  
	
  By: J.P. MORGAN SECURITIES INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ John Abraham

  	
   

  
	
   

  	
  Name:

  	
  John Abraham

  
	
   

  	
  Title:

  	
  Vice President

  
							



 


 


For
themselves and as Representatives of the other Initial Purchasers named in Schedule A
to the Purchase Agreement.


 


34