<PAGE>

                                                                     EXHIBIT 4.3

                               S&C HOLDCO 3, INC.

                            11% SENIOR NOTES DUE 2010

                          REGISTRATION RIGHTS AGREEMENT

                                                                  March 11, 2005

To the purchasers of Senior Notes named
in Schedule A attached hereto (the "PURCHASERS")

Dear Sirs:

            S&C Holdco 3, Inc., a corporation organized under the laws of the
State of Delaware (the "COMPANY"), proposes to issue and sell its 11% Senior
Notes due 2010 (the "NOTES") to the Purchasers, upon the terms set forth in a
Purchase Agreement, dated as of March 11, 2005, between the Company and the
Purchasers (the "PURCHASE AGREEMENT") relating to the initial placement of the
Notes (the "INITIAL PLACEMENT"). To induce you to enter into the Purchase
Agreement and to satisfy a condition of your obligations thereunder, the Company
agrees with you for your benefit and the benefit of the holders from time to
time of the Notes (including the Purchasers) (each a "HOLDER" and, together, the
"HOLDERS"), as follows:

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

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

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

            "BROKER-DEALER" shall mean any broker or dealer registered as such
under the Exchange Act.

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

            "COMMISSION" shall mean the Securities and Exchange Commission.

<PAGE>

            "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

            "EXCHANGE OFFER REGISTRATION PERIOD" shall mean the 90-day period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

            "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean a registration
statement of the Company on an appropriate form under the Act with respect to
the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

            "EXCHANGING DEALER" shall mean any Holder (which may include the
Purchasers) that is a Broker-Dealer and elects to exchange for New Notes any
Notes that it acquired for its own account as a result of market-making
activities or other trading activities (but not directly from the Company or any
Affiliate of the Company) for New Notes.

            "HOLDER" shall have the meaning set forth in the preamble hereto.

            "INDENTURE" shall mean the Indenture relating to the Notes, dated as
of March 11, 2005, among the Company, SFC, as guarantor, and The Bank of New
York Trust Company, N.A., as trustee, as the same may be amended from time to
time in accordance with the terms thereof.

            "INITIAL PLACEMENT" shall have the meaning set forth in the preamble
hereto.

            "INITIAL PUBLIC OFFERING" shall mean the initial firm commitment
underwritten offering of common stock by SFC which is registered under the Act
and following which the common stock of SFC is traded on a U.S. national
securities exchange or quoted on the Nasdaq National Market.

            "LOSSES" shall have the meaning set forth in Section 7(d) hereof.

            "MAJORITY HOLDERS" shall mean the Holders of a majority (more than
50%) of the aggregate principal amount of Notes.

            "NEW NOTES" shall mean debt securities of the Company identical in
all material respects to the Notes (except that the interest rate step-up
provisions and the transfer restrictions shall be modified or eliminated, as
appropriate) and to be issued under the Indenture or the New Notes Indenture.

            "NEW NOTES INDENTURE" shall mean an indenture between the Company
and the New Notes Trustee, identical in all material respects to the Indenture
(except that the interest rate step-up provisions will be modified or
eliminated, as appropriate).

                                       2

<PAGE>

            "NEW NOTES TRUSTEE" shall mean a bank or trust company reasonably
satisfactory to the Purchasers, as trustee with respect to the New Notes under
the New Notes Indenture.

            "NOTES" shall have the meaning set forth in the preamble hereto.

            "ORIGINAL ISSUANCE DATE" shall mean the date the Notes are first
issued to the Purchasers pursuant to the Purchase Agreement.

            "PROSPECTUS" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Notes or the New Notes covered by such
Registration Statement, and all amendments and supplements thereto and all
material incorporated by reference therein.

            "PURCHASE AGREEMENT" shall have the meaning set forth in the
preamble hereto.

            "PURCHASERS" shall mean the parties set forth in Schedule A hereto.

            "REGISTERED EXCHANGE OFFER" shall mean the proposed offer of the
Company to issue and deliver to the Holders of the Notes that are not prohibited
by any law or policy of the Commission from participating in such offer, in
exchange for the Notes, a like aggregate principal amount of the New Notes.

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

            "REQUIRED SHELF FILING DATE" has the meaning set forth in Section
3(b) hereof.

            "SFC" shall mean Swift Foods Company, a Delaware corporation, or its
successors.

            "SHELF REGISTRATION" shall mean a registration effected pursuant to
Section 3 hereof.

            "SHELF REGISTRATION PERIOD" has the meaning set forth in Section
3(b)(ii) hereof.

            "SHELF REGISTRATION STATEMENT" shall mean a non-underwritten "shelf"
registration statement of the Company pursuant to the provisions of Section 3
hereof which covers some or all of the Notes or New Notes, as applicable, on an
appropriate form under Rule 415 under the Act, or any similar rule that may be
adopted by the Commission, amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

                                       3

<PAGE>

            "TRIGGERING DATE" shall have the meaning set forth in Section 2(a)
hereof.

            "TRUSTEE" shall mean the trustee with respect to the Notes under the
Indenture.

            2.    Registered Exchange Offer.

                  (a)   The Company shall prepare and, not later than 90 days
      following the closing of the Initial Public Offering (the date of the
      closing of the Initial Public Offering, the "TRIGGERING DATE") (or if such
      90th day is not a Business Day, the next succeeding Business Day), shall
      file with the Commission the Exchange Offer Registration Statement with
      respect to the Registered Exchange Offer. The Company shall use its
      reasonable best efforts to cause the Exchange Offer Registration Statement
      to become effective under the Act within 180 days following the Triggering
      Date (or if such 180th day is not a Business Day, the next succeeding
      Business Day). Notwithstanding the foregoing, if the 90th day following
      the Triggering Date (or if such 90th day is not a Business Day, the next
      succeeding Business Day) is more than 630 days after the Original Issuance
      Date, then the Company shall have no obligation to file with the
      Commission the Exchange Offer Registration Statement with respect to the
      Registered Exchange Offer.

                  (b)   Upon the effectiveness of the Exchange Offer
      Registration Statement, the Company shall promptly commence the Registered
      Exchange Offer, it being the objective of such Registered Exchange Offer
      to enable each Holder electing to exchange Notes for New Notes (assuming
      that such Holder is not an Affiliate of the Company, acquires the New
      Notes in the ordinary course of such Holder's business, has no
      arrangements with any Person to participate in the distribution of the New
      Notes and is not prohibited by any law or policy of the Commission from
      participating in the Registered Exchange Offer) to trade such New Notes
      from and after their receipt without any limitations or restrictions under
      the Act and without material restrictions under the securities laws of a
      substantial proportion of the several states of the United States.

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

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

                        (ii)  keep the Registered Exchange Offer open for not
            less than 20 Business Days and not more than 30 Business Days after
            the date notice thereof is mailed to the Holders (or, in each case,
            longer if required by applicable law);

                        (iii) use its reasonable best efforts to keep the
            Exchange Offer Registration Statement continuously effective under
            the Act, supplemented and amended as required under the Act, to
            ensure that it is available for sales of New Notes by Exchanging
            Dealers during the Exchange Offer Registration Period;

                                       4

<PAGE>

                        (iv)  utilize the services of a depositary for the
            Registered Exchange Offer with an address in the Borough of
            Manhattan in New York City, which may be the Trustee, the New Notes
            Trustee or an Affiliate of either of them;

                        (v)   permit Holders to withdraw tendered Notes at any
            time prior to the close of business, New York time, on the last
            Business Day on which the Registered Exchange Offer is open;

                        (vi)  prior to effectiveness of the Exchange Offer
            Registration Statement, if requested by the Commission, provide a
            supplemental letter to the Commission (A) stating that the Company
            is conducting the Registered Exchange Offer in reliance on the
            position of the Commission in Exxon Capital Holdings Corporation
            (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub.
            avail. June 5, 1991); and (B) including a representation that the
            Company has not entered into any arrangement or understanding with
            any Person to distribute the New Notes to be received in the
            Registered Exchange Offer and that the Company will not issue New
            Notes to any Holder participating in the Registered Exchange Offer
            who fails to certify to the Company that such Holder is acquiring
            the New Notes in the ordinary course of business and has no
            arrangement or understanding with any Person to participate in the
            distribution of the New Notes; and

                        (vii) comply in all respects with all applicable laws.

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

                        (i)   accept for exchange all Notes tendered and not
            validly withdrawn pursuant to the Registered Exchange Offer;

                        (ii)  deliver to the Trustee for cancellation in
            accordance with Section 5(r) all Notes so accepted for exchange; and

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

                  (e)   Each Holder hereby acknowledges and agrees that any
      Broker-Dealer and any such Holder using the Registered Exchange Offer to
      participate in a distribution of the New Notes, if the resales are of New
      Notes obtained by such Holder in exchange for Notes acquired by such
      Holder directly from the Company or one of its Affiliates, (x) could not
      under Commission policy as in effect on the date of this Agreement rely on
      the position of the Commission in Morgan Stanley and Co., Inc. (pub.
      avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail.
      May 13, 1988), as interpreted in the Commission's letter to Shearman &
      Sterling dated July 2, 1993 and similar no-action letters; and (y) must
      comply with the registration and prospectus delivery requirements of the
      Act in connection with any secondary resale transaction and

                                       5

<PAGE>

      such transaction must be covered by an effective registration statement
      containing the selling security holder information required by Item 507 or
      508, as applicable, of Regulation S-K under the Act. Accordingly, each
      Holder participating in the Registered Exchange Offer shall be required to
      represent in writing to the Company that, at the time of the consummation
      of the Registered Exchange Offer:

                        (i)   any New Notes received by such Holder will be
            acquired in the ordinary course of business;

                        (ii)  such Holder will have no arrangement or
            understanding with any Person to participate in the distribution of
            the Notes or the New Notes within the meaning of the Act;

                        (iii) such Holder is not an Affiliate of the Company (or
            if it is, that it will comply with the registration and prospectus
            delivery requirements of the Act to the extent applicable);

                        (iv)  if such Holder is not a broker-dealer, that it is
            not engaged in, and does not intend to engage in, the distribution
            of the New Notes; and

                        (v)   if such Holder is a broker-dealer, that it will
            receive the New Notes for its own account in exchange for Notes that
            were acquired as a result of market-making activities or other
            trading activities and that it will be required to acknowledge that
            it will deliver a prospectus in connection with any resale of such
            New Notes.

                  (f)   If any Purchaser determines that it is not eligible to
      participate in the Registered Exchange Offer with respect to the exchange
      of Notes constituting any portion of an unsold allotment, at the request
      of such Purchaser, the Company shall issue and deliver to such Purchaser
      or the Person purchasing New Notes registered under a Shelf Registration
      Statement as contemplated by Section 3 hereof from the Purchaser, in
      exchange for such Notes, a like principal amount of New Notes.

                  (g)   The Company shall use its best efforts to cause the
      CUSIP Service Bureau to issue the same CUSIP number for such New Notes as
      for New Notes issued pursuant to the Registered Exchange Offer.

            3.    Shelf Registration.

                  (a)   If (i) due to any change in law or applicable
      interpretations thereof by the Commission's staff, the Company determines
      upon advice of its outside counsel that it is not permitted to effect the
      Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for
      any other reason the Exchange Offer Registration Statement is not declared
      effective by the Commission under the Act within 180 days of the
      Triggering Date or the Registered Exchange Offer is not consummated within
      30 Business Days of the date of the effectiveness of the Exchange Offer
      Registration Statement; (iii) any Purchaser so requests with respect to
      Notes that are not eligible to be exchanged for New Notes in the
      Registered Exchange Offer and that are held by it

                                       6

<PAGE>

      following consummation of the Registered Exchange Offer; (iv) any Holder
      (other than the Purchasers) is not eligible to participate in the
      Registered Exchange Offer or does not receive freely tradable New Notes in
      the Registered Exchange Offer, other than by reason of such Holder being
      an Affiliate of the Company (it being understood that the requirement that
      a participating Broker-Dealer deliver the prospectus contained in the
      Exchange Offer Registration Statement in connection with sales of New
      Notes shall not result in such New Notes being not "freely tradable") or
      (v) if the Purchasers participate in the Registered Exchange Offer or
      acquire New Notes pursuant to Section 2(f) hereof, and a Purchaser does
      not receive freely tradeable New Notes in exchange for Notes constituting
      any portion of an unsold allotment, other than because such Purchaser is
      an Affiliate of the Company (it being understood that (x) the requirement
      that the Purchaser deliver a Prospectus containing the information
      required by Item 507 or 508 of Regulation S-K under the Act in connection
      with sales of New Notes acquired in exchange for such Notes shall not
      result in such New Notes being not "freely tradeable"; and (y) the
      requirement that an Exchanging Dealer deliver a Prospectus in connection
      with sales of New Notes acquired in the Registered Exchange Offer in
      exchange for Notes acquired as a result of market-making activities or
      other trading activities shall not result in such New Notes being not
      "freely tradeable"), the Company shall effect a Shelf Registration
      Statement in accordance with subsection (b) below.

                  (b)   (i) The Company shall as promptly as practicable (but in
      no event more than 90 days after so required or requested pursuant to this
      Section 3), file with the Commission and thereafter shall use its
      reasonable best efforts to cause to be declared effective under the Act a
      Shelf Registration Statement relating to the offer and sale of the Notes
      or the New Notes, as applicable, by the Holders thereof from time to time
      in accordance with the methods of distribution elected by such Holders and
      set forth in such Shelf Registration Statement; provided, however that no
      Holder (other than the Purchasers) shall be entitled to have the Notes
      held by it covered by such Shelf Registration Statement unless such Holder
      agrees in writing to be bound by all of the provisions of this Agreement
      applicable to such Holder; and provided further, that with respect to New
      Notes received by the Purchasers in exchange for Notes constituting any
      portion of an unsold allotment, the Company may, if permitted by current
      interpretations by the Commission's staff, file a post-effective amendment
      to the Exchange Offer Registration Statement containing the information
      required by Item 507 or 508 of Regulation S-K, as applicable, in
      satisfaction of its obligations under this subsection with respect
      thereto, and any such Exchange Offer Registration Statement, as so
      amended, shall be referred to herein as, and governed by the provisions
      herein applicable to, a Shelf Registration Statement.

                        (ii)  The Company shall use its reasonable best efforts
            to keep the Shelf Registration Statement continuously effective,
            supplemented and amended as required by the Act, in order to permit
            the Prospectus forming part thereof to be usable by Holders for the
            period of two years from the Original Issuance Date or such shorter
            period that will terminate when all the Notes or New Notes, as
            applicable, covered by the Shelf Registration Statement have been
            sold pursuant to the Shelf Registration Statement (in any such case,
            such period being called the "SHELF REGISTRATION PERIOD"). The
            Company shall be deemed not

                                       7

<PAGE>

            to have used its reasonable best efforts to keep the Shelf
            Registration Statement effective during the requisite period if it
            voluntarily takes any action that would result in Holders of Notes
            covered thereby not being able to offer and sell such Notes during
            that period, unless (A) such action is required by applicable law;
            or (B) such action is taken by the Company in good faith and for
            valid business reasons (not including avoidance of the Company's
            obligations hereunder), including the acquisition or divestiture of
            assets (to the extent permitted by the terms of the Indenture), so
            long as the Company promptly thereafter complies with the
            requirements of Section 5(k) hereof, if applicable.

                        (iii) The Company shall cause the Shelf Registration
            Statement and the related Prospectus and any amendment or supplement
            thereto, as of the effective date of the Shelf Registration
            Statement or such amendment or supplement, (A) to comply in all
            material respects with the applicable requirements of the Act and
            the rules and regulations of the Commission; and (B) not to contain
            any untrue statement of a material fact or omit to state a material
            fact required to be stated therein or necessary in order to make the
            statements therein, in the light of the circumstances under which
            they were made, not misleading.

                  (c)   Notwithstanding the foregoing provisions of this Section
      3, if the Required Shelf Filing Date (or if such day is not a Business
      Day, the next succeeding Business Day) is more than 630 days after the
      Original Issuance Date, then the Company shall have no obligation to file
      with the Commission the Shelf Registration Statement relating to the offer
      and sale of the Notes or the New Notes, as applicable.

            4.    Special Interest. If (a) on or prior to the 90th day following
the Triggering Date, the Exchange Offer Registration Statement has not been
filed with the Commission or on or prior to the 90th day after the obligation to
file the Shelf Registration Statement has arisen, the Shelf Registration
Statement has not been filed with the Commission, (b) on or prior to the 180th
day following the Triggering Date, the Exchange Offer Registration Statement has
not been declared effective by the Commission, (c) on or prior to the 30th
Business Day following the date the Exchange Offer Registration Statement is
declared effective, the Registered Exchange Offer has not been consummated, or
(d) after either the Exchange Offer Registration Statement or the Shelf
Registration Statement has been declared effective, such Registration Statement
thereafter ceases to be effective or usable in connection with resales of Notes
or New Notes in accordance with and during the periods specified in this
Agreement (each such event referred to in clauses (a) through (d), a
"REGISTRATION DEFAULT"), interest ("SPECIAL INTEREST") will accrue on the
principal amount of the Notes and the New Notes (in addition to the stated
interest on the Notes and New Notes) from and including the date on which any
such Registration Default shall occur to but excluding the date on which all
Registration Defaults have been cured. Special Interest will accrue at a rate of
0.25% per annum during the 90-day period immediately following the occurrence of
such Registration Default and shall increase by 0.25% per annum at the end of
each subsequent 90-day period, but in no event shall such rate exceed 1.00% per
annum. Notwithstanding anything to the contrary contained herein, no Special
Interest will accrue or be payable (i) if the Company has no obligation to file
a Registration Statement pursuant to this Registration Rights Agreement or (ii)
with respect to any period following the

                                       8

<PAGE>

earlier to occur of (x) the second anniversary of the Original Issuance Date or
(y) the date on which the Notes may be sold or transferred pursuant to Rule
144(k) under the Act (or any similar provision then in force).

            Any amounts of Special Interest due pursuant to this Section 4 will
be payable in cash or in PIK Notes (as defined in the Senior Notes Indenture) as
provided in the Senior Notes Indenture on the regular interest payment dates
with respect to the Notes. The amount of Special Interest will be determined by
multiplying the applicable Special Interest rate by the principal amount of the
Notes entitled to Special Interest and further multiplied by a fraction, the
numerator of which is the number of days such Special Interest rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months), and the denominator of which is 360. The
Special Interest shall be the exclusive remedy available to the Holders for
Registration Defaults. In no event shall the Company be required to pay Special
Interest in excess of the applicable rates set forth above, regardless of
whether one or multiple Registration Defaults exist at the same time.

            All obligations of the Company set forth in the preceding paragraphs
that are outstanding with respect to any Note at the time such Note is exchanged
for a New Note shall survive until such time as all such obligations with
respect to such Note have been satisfied in full.

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

                  (a)   The Company shall:

                        (i)   furnish to you, not less than five Business Days
            prior to the filing thereof with the Commission, a copy of any
            Exchange Offer Registration Statement and any Shelf Registration
            Statement, and each amendment thereof and each amendment or
            supplement, if any, to the Prospectus included therein (including,
            upon request, all documents incorporated by reference therein after
            the initial filing) and shall use its reasonable best efforts to
            reflect in each such document, when so filed with the Commission,
            such comments as you reasonably propose;

                        (ii)  include the information set forth in Annex A
            hereto on the facing page of the Exchange Offer Registration
            Statement, in Annex B hereto in the forepart of the Exchange Offer
            Registration Statement in a section setting forth details of the
            Exchange Offer, in Annex C hereto in the underwriting or plan of
            distribution section of the Prospectus contained in the Exchange
            Offer Registration Statement, and in Annex D hereto in the letter of
            transmittal delivered pursuant to the Registered Exchange Offer;

                        (iii) if requested by the Purchasers, include the
            information required by Item 507 or 508 of Regulation S-K, as
            applicable, in the Prospectus contained in the Exchange Offer
            Registration Statement; and

                                       9

<PAGE>

                        (iv)  in the case of a Shelf Registration Statement,
            include the names of the Holders that propose to sell Notes pursuant
            to the Shelf Registration Statement as selling security holders.

                  (b)   The Company shall ensure that:

                        (i)   any Registration Statement and any amendment
            thereto and any Prospectus forming part thereof and any amendment or
            supplement thereto complies in all material respects with the Act
            and the rules and regulations thereunder; and

                        (ii)  any Registration Statement and any amendment
            thereto does not, when it becomes effective, contain an untrue
            statement of a material fact or omit to state a material fact
            required to be stated therein or necessary to make the statements
            therein not misleading.

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

                        (i)   when the Registration Statement and any amendment
            thereto has been filed with the Commission and when the Registration
            Statement or any post-effective amendment thereto has become
            effective;

                        (ii)  of any request by the Commission for any amendment
            or supplement to the Registration Statement or the Prospectus or for
            additional information;

                        (iii) of the issuance by the Commission of any stop
            order suspending the effectiveness of the Registration Statement or
            the initiation of any proceedings for that purpose;

                        (iv)  of the receipt by the Company or its legal counsel
            of any notification with respect to the suspension of the
            qualification of the securities included therein for sale in any
            jurisdiction or the initiation of any proceeding for such purpose;
            and

                        (v)   of the happening of any event that requires any
            change in the Registration Statement or the Prospectus in order
            that, as of such date, the Registration Statement or the Prospectus
            do not contain an untrue statement of material fact or omit to state
            a material fact required to be stated therein or necessary to make
            the statements therein (in the case of the Prospectus, in the light
            of the circumstances under which they were made) not misleading.

                                      10

<PAGE>

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

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

                  (f)   The Company shall, during the Shelf Registration Period,
      deliver to each Holder of Notes covered by any Shelf Registration
      Statement, without charge, as many copies of the Prospectus (including
      each preliminary Prospectus) included in such Shelf Registration Statement
      and any amendment or supplement thereto as such Holder may reasonably
      request. The Company consents to the use of the Prospectus or any
      amendment or supplement thereto by each of the selling Holders of
      securities in connection with the offering and sale of the securities
      covered by the Prospectus, or any amendment or supplement thereto,
      included in the Shelf Registration Statement.

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

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

                  (i)   Prior to the Registered Exchange Offer or any other
      offering of Notes or New Notes pursuant to any Registration Statement, the
      Company shall arrange, if necessary, for the qualification of the Notes or
      the New Notes for sale under the laws of such jurisdictions as any Holder
      shall reasonably request and will maintain such qualification in effect so
      long as required; provided that in no event shall the Company be obligated
      to qualify to do business in any jurisdiction or as a dealer in securities
      where they are not then so qualified or to take any action that would
      subject them to service of process in suits or taxation in any
      jurisdiction where it is not then so subject, other than suits arising out
      of the Initial Placement, the Registered Exchange Offer or any offering
      pursuant to a Shelf Registration Statement.

                                      11

<PAGE>

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

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

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

                  (m)   The Company shall comply with all applicable rules and
      regulations of the Commission and shall make generally available to their
      security holders an earnings statement satisfying the provisions of
      Section 11(a) of the Act, no later than 45 days after the end of a
      12-month period (or 90 days, if such period is a fiscal year) beginning
      with the first month of the Company's first fiscal quarter commencing
      after the effective date of the Registration Statement, which statement
      shall cover such 12-month period.

                  (n)   The Company shall cause the Indenture or the New Notes
      Indenture, as the case may be, to be qualified under the Trust Indenture
      Act of 1939, as amended, in a timely manner.

                  (o)   The Company may require each Holder of Notes or New
      Notes to be sold pursuant to any Shelf Registration Statement to furnish
      to the Company such information regarding the Holder and the distribution
      of such Notes or New Notes as the Company may from time to time reasonably
      require for inclusion in such Registration Statement. The Company may
      exclude from such Shelf Registration Statement the Notes or New Notes of
      any Holder that unreasonably fails to furnish such information within a
      reasonable time after receiving such request.

                                      12
<PAGE>

                  (p)   In the case of any Shelf Registration Statement, the
      Company shall enter into such agreements and take all other appropriate
      actions in order to expedite or facilitate the registration or the
      disposition of the Notes or New Notes; provided, however, the Company
      shall not be required to enter into any underwriting or similar
      agreements.

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

                        (i)   (A) make reasonably available for inspection by
            the Holders of Notes or New Notes to be registered thereunder, and
            any attorney, accountant or other agent retained by the Holders, all
            relevant financial and other records, pertinent corporate documents
            and properties of the Company and its subsidiaries; and (B) cause
            the Company's officers, directors, employees accountants and
            auditors to supply all relevant information reasonably requested by
            the Holders or any attorney, accountant or agent in connection with
            any such Registration Statement as is customary for similar due
            diligence examinations; provided, however that any information that
            is designated in writing by the Company, in good faith, as
            confidential at the time of delivery of such information shall be
            kept confidential by the Holders or any such attorney, accountant or
            agent, unless such disclosure is made in connection with a court
            proceeding or required by law, or such information becomes available
            to the public generally or through a third party without an
            accompanying obligation of confidentiality; and provided further
            that the foregoing inspection and information gathering shall be
            coordinated on behalf of the Holders by the counsel designated by
            and on behalf of the Holders as described in Section 6 hereof;

                        (ii)  make such representations and warranties to the
            Holders of Notes registered thereunder in form, substance and scope
            as are customarily made by issuers to underwriters in primary
            underwritten offerings and covering matters including, but not
            limited to, those set forth in the Purchase Agreement;

                        (iii) obtain opinions of counsel to the Company and
            updates thereof addressed to each selling Holder to the effect that
            the Shelf Registration Statement and the related Prospectus and any
            amendment or supplement thereto, as of the effective date of the
            Shelf Registration Statement or such amendment or supplement, (A)
            complies in all material respects with the applicable requirements
            of the Act and the rules and regulations of the Commission; and (B)
            does not contain any untrue statement of a material fact or omit to
            state a material fact required to be stated therein or necessary in
            order to make the statements therein, in the light of the
            circumstances under which they were made, not misleading and such
            other matters as may be reasonably requested by such Holders; and

                        (iv)  obtain from the independent certified public
            accountants of the Company (and, if necessary, any other independent
            certified public accountants of any subsidiary of the Company or of
            any business acquired by the Company for which financial statements
            and financial data are, or are required to

                                       13
<PAGE>

            be, included in the Registration Statement) a comfort letter,
            addressed to each selling Holder of Notes or New Notes registered
            thereunder in customary form and covering matters of the type
            customarily covered in comfort letters in connection with primary
            underwritten offerings, subject to receipt of appropriate
            documentation as contemplated, and only if permitted by Statement of
            Auditing Standards No. 72.

                  (r)   If a Registered Exchange Offer is to be consummated,
      upon delivery of the Notes by Holders to the Company (or to such other
      Person as directed by the Company) in exchange for the New Notes, the
      Company shall mark, or caused to be marked, on the Notes so exchanged that
      such Notes are being canceled in exchange for the New Notes. In no event
      shall the Notes be marked as paid or otherwise satisfied.

                  (s)   In the event that any Broker-Dealer shall participate as
      a member of a selling group or "assist in the distribution" (within the
      meaning of the Rules of Fair Practice and the By-Laws of the National
      Association of Securities Dealers, Inc.) thereof, whether as a Holder of
      such Notes or as a placement or sales agent or a broker or dealer in
      respect thereof, or otherwise, the Company shall assist such Broker-Dealer
      in complying with the requirements of such Rules and By-Laws.

                  (t)   The Company shall use its reasonable best efforts to
      take all other steps necessary to effect the registration of the Notes or
      the New Notes, as the case may be, covered by a Registration Statement.

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

            7.    Indemnification and Contribution.

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

                                       14
<PAGE>

      omission or alleged omission to state therein a material fact required to
      be stated therein or necessary to make the statements therein not
      misleading, and agrees to reimburse each such indemnified party, as
      incurred, for any legal or other expenses reasonably incurred by them in
      connection with investigating or defending any such loss, claim, damage,
      liability or action; provided, however that the Company will not be liable
      in any case to the extent that any such loss, claim, damage or liability
      arises out of or is based upon any such untrue statement or alleged untrue
      statement or omission or alleged omission made therein in reliance upon
      and in conformity with written information furnished to the Company by or
      on behalf of any such Holder specifically for inclusion therein. This
      indemnity agreement will be in addition to any liability which the Company
      may otherwise have.

                  With respect to any untrue statement or omission of material
      fact made in any preliminary Prospectus, the indemnity agreement contained
      in this Section 7(a) shall not inure to the benefit of any indemnified
      person from whom the person asserting any such loss, claim, damage or
      liability purchased the securities concerned, to the extent that any such
      loss, claim, damage or liability of such indemnified person occurs under
      the circumstance where it shall have been determined by a court of
      competent jurisdiction by final and non-appealable judgment that (w) the
      Company had previously furnished copies of the Final Prospectus to such
      indemnified person, (x) delivery of the Final Prospectus was required by
      the Act to be made to such person, (y) the untrue statement or omission of
      a material fact contained in the preliminary Prospectus was corrected in
      the Final Prospectus and (z) there was not sent or given to such person,
      at or prior to the written confirmation of the sale of such securities to
      such person, a copy of the Final Prospectus.

                  (b)   Each Holder of securities covered by a Registration
      Statement (including the Purchasers and, with respect to any Prospectus
      delivery as contemplated in Section 5(h) hereof, each Exchanging Dealer)
      severally agrees to indemnify and hold harmless the Company, each of its
      directors, each of its officers who sign such Registration Statement and
      each Person who controls the Company within the meaning of either the Act
      or the Exchange Act, to the same extent as the foregoing indemnity from
      the Company to each such Holder, but only with reference to written
      information relating to such Holder furnished to the Company by or on
      behalf of such Holder specifically for inclusion in the documents referred
      to in the foregoing indemnity. This indemnity agreement will be in
      addition to any liability which any such Holder may otherwise have.

                  (c)   Promptly after receipt by an indemnified party under
      this Section 7 of notice of the commencement of any action, such
      indemnified party will, if a claim in respect thereof is to be made
      against the indemnifying party under this Section, notify the indemnifying
      party in writing of the commencement thereof; but the failure so to notify
      the indemnifying party (i) will not relieve it from liability under
      paragraph (a) or (b) above unless and to the extent it did not otherwise
      learn of such action and such failure results in the forfeiture by the
      indemnifying party of substantial rights and defenses; and (ii) will not,
      in any event, relieve the indemnifying party from any obligations to any
      indemnified party other than the indemnification obligation provided in
      paragraph (a) or (b) above. The indemnifying party shall be entitled to
      appoint counsel of the indemnifying party's choice at the indemnifying
      party's expense to represent the

                                       15
<PAGE>

      indemnified party in any action for which indemnification is sought (in
      which case the indemnifying party shall not thereafter be responsible for
      the fees and expenses of any separate counsel retained by the indemnified
      party or parties except as set forth below); provided, however, that such
      counsel shall be reasonably satisfactory to the indemnified party.
      Notwithstanding the indemnifying party's election to appoint counsel to
      represent the indemnified party in an action, the indemnified party shall
      have the right to employ separate counsel (including local counsel), and
      the indemnifying party shall bear the reasonable fees, costs and expenses
      of such separate counsel if (A) the use of counsel chosen by the
      indemnifying party to represent the indemnified party would present such
      counsel with a conflict of interest; (B) the actual or potential
      defendants in, or targets of, any such action include both the indemnified
      party and the indemnifying party and the indemnified party shall have
      reasonably concluded that there may be legal defenses available to it
      and/or other indemnified parties which are different from or additional to
      those available to the indemnifying party; (C) the indemnifying party
      shall not have employed counsel satisfactory to the indemnified party to
      represent the indemnified party within a reasonable time after notice of
      the institution of such action; or (D) the indemnifying party shall
      authorize the indemnified party to employ separate counsel at the expense
      of the indemnifying party. The indemnifying party shall not be liable for
      any settlement of any proceeding effected without its consent; provided,
      however, that if at any time an indemnified party shall have requested an
      indemnifying party to reimburse the indemnified party for fees and
      expenses of counsel reimbursable under this Section, such indemnifying
      party agrees that it shall be liable for any settlement of the nature
      contemplated by Section 7(a) 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. An
      indemnifying party will not, without the prior written consent of the
      indemnified parties, settle or compromise or consent to the entry of any
      judgment with respect to any pending or threatened claim, action, suit or
      proceeding in respect of which indemnification or contribution may be
      sought hereunder (whether or not the indemnified parties are actual or
      potential parties to such claim or action) unless such settlement,
      compromise or consent includes an unconditional release of each
      indemnified party from all liability arising out of such claim, action,
      suit or proceeding.

                  (d)   In the event that the indemnity provided in paragraph
      (a) or (b) of this Section is unavailable to or insufficient to hold
      harmless an indemnified party for any reason, then each applicable
      indemnifying party shall have a joint and several obligation to contribute
      to the amount paid or payable by such indemnified party as a result of the
      aggregate losses, claims, damages and liabilities (including legal or
      other expenses reasonably incurred in connection with investigating or
      defending same) (collectively "Losses") to which such indemnified party
      may be subject in such proportion as is appropriate to reflect the
      relative benefits received by such indemnifying party, on the one hand,
      and such indemnified party, on the other hand, from the Initial Placement
      and the Registration Statement which resulted in such Losses; provided,
      however, that in no case shall any Holder (including the Purchasers) be
      responsible for

                                       16
<PAGE>

      any amount by which the net proceeds received from the sale of such Note
      by such Holder exceeds the amount of damages for which such Holder has
      otherwise been required to pay by reason of such untrue or alleged untrue
      statement or omission or alleged omission. If the allocation provided by
      the immediately preceding sentence is unavailable for any reason, the
      indemnifying party and the indemnified party shall contribute in such
      proportion as is appropriate to reflect not only such relative benefits
      but also the relative fault of such indemnifying party, on the one hand,
      and such indemnified party, on the other hand, in connection with the
      statements or omissions which resulted in such Losses as well as any other
      relevant equitable considerations. Benefits received by the Company shall
      be deemed to be equal to $105,000,000. Benefits received by any Holders
      (including the Purchasers) shall be deemed to be equal to the proceeds
      received from the sale of the Notes or New Notes, as applicable. Relative
      fault shall be determined by reference to, among other things, whether any
      alleged untrue statement or omission relates to information provided by
      the indemnifying party, on the one hand, or by the indemnified party, on
      the other hand, the intent of the parties and their relative knowledge,
      access to information and opportunity to correct or prevent such untrue
      statement or omission. The parties agree that it would not be just and
      equitable if contribution were determined by pro rata allocation (even if
      the Holders were treated as one entity for such purpose) or any other
      method of allocation which does not take account of the equitable
      considerations referred to above. Notwithstanding the provisions of this
      paragraph (d), no Person guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Act) shall be entitled to contribution
      from any Person who was not guilty of such fraudulent misrepresentation.
      For purposes of this Section, each Person who controls a Holder within the
      meaning of either the Act or the Exchange Act and each director, officer,
      employee and agent of such Holder shall have the same rights to
      contribution as such Holder, and each Person who controls the Company
      within the meaning of either the Act or the Exchange Act, each officer of
      the Company who shall have signed the Registration Statement and each
      director of the Company shall have the same rights to contribution as the
      Company, subject in each case to the applicable terms and conditions of
      this paragraph (d).

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

            8.    No Inconsistent Agreements. The Company has not, as of the
date hereof, entered into, nor shall it, on or after the date hereof, enter
into, any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof.

            9.    Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of the Majority Holders and the Company agrees to use reasonable
efforts, in connection with the solicitation of any such consent, to inform the
Purchasers then holding Notes or New Notes, as the case may be, of the nature of
such

                                       17
<PAGE>

amendment, qualification, modification, supplement, waiver or departure.
Notwithstanding the foregoing, a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Notes or New Notes, as the case may be, are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect the rights of other Holders may be given by the Holders representing a
majority of the aggregate principal amount of the Notes or the New Notes, as the
case may be, being sold rather than registered under such Registration
Statement, voting together as a single class.

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

                  (a)   if to a Holder other than the Purchasers, at the most
      current address given by such holder to the Company in accordance with the
      provisions of this Section, which address initially is, with respect to
      each Holder, the address of such Holder maintained by the Registrar under
      the Indenture;

                  (b)   if to the Purchasers, initially at the address set forth
      in the Purchase Agreement; and

                  (c)   if to the Company, initially at its address set forth in
      the Purchase Agreement.

                  All such notices and communications shall be deemed to have
      been duly given when received.

                  Any Purchaser or the Company by notice to the other parties
      may designate additional or different addresses for subsequent notices or
      communications.

            11.   Successors. This Agreement shall inure to the benefit of and
be binding upon the successors and assigns of each of the parties, including,
without the need for an express assignment or any consent by the Company
thereto, subsequent Holders of Notes and the New Notes. The Company hereby
agrees to extend the benefits of this Agreement to any Holder of Notes and the
New Notes, and any such Holder may specifically enforce the provisions of this
Agreement as if an original party hereto.

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

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

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

            15.   Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in

                                       18
<PAGE>

any respect for any reason, the validity, legality and enforceability of any
such provision in every other respect and of the remaining provisions hereof
shall not be in any way impaired or affected thereby, it being intended that all
of the rights and privileges of the parties shall be enforceable to the fullest
extent permitted by law.

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

                  [Remainder of Page Intentionally Left Blank]

                                       19
<PAGE>

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

                                      Very truly yours,

                                      S&C Holdco 3, Inc.

                                      By: /s/ Donald F. Wiseman
                                          -----------------------------
                                      Name: Donald F. Wiseman
                                      Title:Vice President, General Counsel and
                                            Secretary

<PAGE>

                                      PRIVATE CAPITAL PARTNERS LLC

                                      By: /s/ Michael Hooks
                                          ---------------------
                                      Name:  Michael Hooks
                                      Title: Authorized Member

<PAGE>

                                      CANPARTNERS INVESTMENTS IV, LLC

                                      By: /s/ Mitchell R. Julis
                                          ---------------------
                                      Name:  Mitchell R. Julis
                                      Title: Authorized Member

                                      CANYON VALUE REALIZATION FUND, L.P.
                                      BC FUNDING COMPANY LTD.
                                      CANYON BALANCED EQUITY MASTER
                                      UND, LTD.
                                      MACVEST I, LTD.
                                      CANYON CAPITAL ARBITRAGE MASTER
                                      FUND, LTD.
                                      INSTITUTIONAL BENCHMARKS MASTER
                                      FUND, LTD.
                                      BY: CANYON CAPITAL ADVISORS, LLC
                                          ITS INVESTMENT ADVISOR

                                      By: /s/ Mitchell R. Julis
                                          ---------------------
                                      Name:  Mitchell R. Julis
                                      Title: Managing Partner

<PAGE>

                                   Schedule A

                                   PURCHASERS

1.    PRIVATE CAPITAL PARTNERS LLC

2.    CANPARTNERS INVESTMENTS IV, LLC

3.    CANYON VALUE REALIZATION FUND, L.P.

4.    BC FUNDING COMPANY LTD.

5.    CANYON BALANCED EQUITY MASTER FUND, LTD

6.    MACVEST I, LTD.

7.    CANYON CAPITAL ARBITRAGE MASTER FUND, LTD.

8.    INSTITUTIONAL BENCHMARKS MASTER FUND, LTD.

<PAGE>

                                                                         ANNEX A

            Each Broker-Dealer that receives New Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Notes. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Notes received in exchange for Notes where such Notes were
acquired by such Broker-Dealer as a result of market-making activities or other
trading activities. The Company has agreed that, starting on the Expiration Date
(as defined herein) and ending on the close of business 90 days after the
Expiration Date, it will make this Prospectus available to any Broker-Dealer for
use in connection with any such resale. See "Plan of Distribution."

                                       A-1

<PAGE>

                                                                         ANNEX B

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

                                       B-1

<PAGE>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

            Each Broker-Dealer that receives New Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Notes. This Prospectus, as
it may be amended or supplemented from time to time, may be used by a
Broker-Dealer in connection with resales of New Notes received in exchange for
Notes where such Notes were acquired as a result of market-making activities or
other trading activities. The Company has agreed that, starting on the
Expiration Date and ending on the close of business 90 days after the Expiration
Date, it will make this Prospectus, as amended or supplemented, available to any
Broker-Dealer for use in connection with any such resale.

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

            For a period of 90 days after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any Broker-Dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
holder of the Notes) other than commissions or concessions of any brokers or
dealers and will indemnify the holders of the Notes (including any
Broker-Dealers) against certain liabilities, including liabilities under the
Securities Act.

                                       C-1

<PAGE>

                                                                         ANNEX D

Rider A

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

            Name:
                     -----------------------------------
            Address:
                     -----------------------------------
                     -----------------------------------

Rider B

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

                                       D-1