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Exhibit 4.3  


REGISTRATION RIGHTS AGREEMENT  


Dated as of March 31, 2004  




by and among  




Real Mex Restaurants, Inc.

Acapulco Restaurants, Inc.

El Torito Restaurants, Inc.

El Torito Franchising Company

Acapulco Restaurant of Ventura, Inc.

Acapulco Restaurant of Westwood, Inc.

Acapulco Restaurants of Downey, Inc.

Murray Pacific

Acapulco Restaurants of Encinitas, Inc.

Acapulco Restaurant of Moreno Valley, Inc.

El Paso Cantina, Inc.

Real Mex Foods, Inc.

Tarv, Inc.

ALA Design, Inc.

Acapulco Mark Corp.  


and  


Jefferies & Company, Inc.

Deutsche Bank Securities Inc.  







 

        This Registration Rights Agreement (this "Agreement") is made and entered into as of March 31, 2004, by and
among Real Mex Restaurants, Inc., a Delaware corporation (the "Company"), Acapulco Restaurants, Inc., a Delaware corporation, El Torito
Restaurants, Inc., a Delaware corporation, El Torito Franchising Company, a Delaware corporation, Acapulco Restaurant of Ventura, Inc., a California corporation, Acapulco Restaurant of
Westwood, Inc., a California corporation, Acapulco Restaurant of Downey, Inc., a California corporation, Murray Pacific, a California corporation, Acapulco Restaurants of
Encinitas, Inc., a California corporation, Acapulco Restaurant of Moreno Valley, Inc., a California corporation, El Paso Cantina, Inc., a California corporation, Real Mex
Foods, Inc., a California corporation, Tarv, Inc., a California corporation, ALA Design, Inc., a California corporation, and Acapulco Mark Corp., a California corporation, (each a
"Guarantor", and, collectively, the "Guarantors"), and Jefferies & Company, Inc. and
Deutsche Bank Securities, Inc. (each an "Initial Purchaser" and, collectively, the "Initial
Purchasers"), each of whom has agreed to purchase the Company's 10% Senior Secured Notes due 2010 (the "Series A Notes")
pursuant to the Purchase Agreement (as defined below). 


        This
Agreement is made pursuant to the Purchase Agreement, dated March 24, 2004, (the "Purchase Agreement"), by and among the
Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Series A Notes, the Company has agreed to provide the registration rights set forth
in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 9 of the Purchase Agreement. Capitalized terms
used herein and not otherwise defined shall have the meaning assigned to them the Indenture, dated March 31, 2004, between the Company and Wells Fargo Bank, N.A., as Trustee (the
"Trustee"), relating to the Series A Notes and the Series B Notes (as defined below) (the
"Indenture"). 



        The
parties hereby agree as follows: 


SECTION 1. DEFINITIONS  


        As used in this Agreement, the following capitalized terms shall have the following meanings: 


        Act:    The Securities Act of 1933, as amended. 


        Affiliate:    As defined in Rule 144 of the Act. 



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


        Business Day:    Any day except a Saturday, Sunday or any other day on which banking institutions in the
City of New York, NY or in the city of the corporate trust office of the Trustee, are authorized or obligated by law or regulation to close. 


        Closing Date:    The date of this Agreement. 



        Commission:    The Securities and Exchange Commission. 


        Consummate:    An Exchange Offer shall be deemed "Consummated" for purposes of this Agreement upon the
occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Series B Notes to be issued in the Exchange Offer,
(b) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to
Section 3(b) hereof and (c) the delivery by the Company to the Registrar under the Indenture of Series B Notes in the same aggregate principal amount as the aggregate principal
amount of Series A Notes tendered by Holders thereof pursuant to the Exchange Offer. 


        Consummation Deadline:    As defined in Section 3(b) hereof. 


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


        Exchange Effectiveness Deadline:    As defined in Section 3(a) hereof. 


        Exchange Filing Deadline:    As defined in Section 3(a) hereof. 



        Exchange Offer:    The registration by the Company under the Act of the Series B Notes pursuant
to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities who are not prohibited by law or a policy of the Commission from
participating in such offer the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Series B Notes in an aggregate principal amount equal to the
aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. 



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


        Holders:    As defined in Section 2 hereof. 


        Person:    An individual, partnership, corporation, trust, limited liability company or unincorporated
organization, or a government or agency or political subdivision thereof or other legal entity. 


        Purchase Agreement:    As defined in the preamble hereof. 


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



        Recommencement Date:    As defined in Section 6(d) hereof. 


        Registration Default:    As defined in Section 5 hereof. 


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


        Regulation S:    Regulation S promulgated under the Act. 


        Rule 144:    Rule 144 promulgated under the Act. 



        Series A Notes:    As defined in the preamble hereto. 


        Series B Notes:    The Company's 10% Series B Senior Notes due 2010 to be issued pursuant
to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof. 


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



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


        Shelf Registration Statement:    As defined in Section 4 hereof. 


        Suspension Notice:    As defined in Section 6(d) hereof. 



        TIA:    The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect
on the date of the Indenture. 


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        Transactions:    As defined in Section 6(d) hereof. 



        Transfer Restricted Securities:    Each (A) Series A Note, until the earliest to occur of
(i) the date on which such Series A Note is exchanged in the Exchange Offer for a Series B Note which is entitled to be resold to the public by the Holder thereof without
complying with the prospectus delivery requirements of the Act, (ii) the date on which such Series A Note has been disposed of in accordance with a Shelf Registration Statement (and the
purchasers thereof have been issued Series B Notes), or (iii) the date on which such Series A Note is distributed to the public pursuant to Rule 144 under the Act and
(B) Series B Note held by a Broker-Dealer until the date on which such Series B Note is disposed of by a Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the
Exchange Offer Registration Statement (including the delivery of the Prospectus contained therein). 


SECTION 2. HOLDERS  


        A Person is deemed to be a holder of Transfer Restricted Securities (each, a "Holder") whenever such Person owns
Transfer Restricted Securities, has a beneficial interest in Transfer Restricted Securities issued in book-entry form or has the right to acquire such Transfer Restricted Securities,
whether or not such acquisition has actually been effected and disregarding any legal restrictions upon the exercise of such right. 


SECTION 3. REGISTERED EXCHANGE OFFER  


        (a)   Unless
the Exchange Offer shall not be permitted by applicable federal law (after the procedures set forth in Section 6(a)(i) below have been complied
with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event
later than 90 days after the Closing Date (such 90th day being the "Exchange Filing Deadline"),
(ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 180 days
after the Closing Date (such 180th day being the "Exchange Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all
pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a
post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the
registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon
the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of
the Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (ii) resales of Series B Notes by Broker-Dealers that
tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than
Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. 


        (b)   The
Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall
use all commercially reasonable efforts to keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the
Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the
Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes (and related guarantees) shall be included in the Exchange Offer
Registration Statement. The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date 


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after
the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th day being the "Consummation
Deadline"). 


        (c)   The
Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any
Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than
Series A Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of Distribution"
section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of
Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission. See the
Shearman & Sterling no-action letter (available July 2, 1993). 


        Because
such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection
with its initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration
Statement is available for sales of Series B Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) hereof and in conformity with the requirements of
this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period
as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company and the Guarantors shall provide sufficient copies of the
latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than five Business Days after such request, at any time during such period. 


SECTION 4. SHELF REGISTRATION  


        (a)    Shelf Registration.    If (i) the Exchange Offer is not permitted by applicable law (after the Company
and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company within 20
Business Days following the Consummation Deadline that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not
resell the Series B Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Series A Notes acquired directly from the Company or any of its Affiliates, then
the Company and the Guarantors shall: 



        (x)   use
all commercially reasonable efforts to file, on or prior to 90 days after the earlier of (i) the date on which the Company determines that the Exchange
Offer Registration Statement cannot be filed as a result of clause (a)(i) above and (ii) the date on which the Company receives the notice specified in
clause (a)(ii) above, (such earlier date, the "Shelf Filing Deadline"), a shelf registration statement pursuant to Rule 415 under
the Act (which may be an amendment to the Exchange Offer Registration Statement (the "Shelf Registration Statement")), relating to all Transfer
Restricted Securities (provided, however, that notwithstanding this Section 4(a)(x), the Company
shall not be required to file its Shelf Registration Statement prior to the Exchange offer Filing Deadline), and 



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        (y)   shall
use all commercially reasonable efforts to cause such Shelf Registration Statement to become effective on or prior to 180 days after the Filing Deadline for
the Shelf Registration Statement (such 180th day the "Shelf Effectiveness Deadline"). 




        If,
after the Company has filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company is required to file and make effective
a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer
Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company shall remain
obligated to meet the Effectiveness Deadline set forth in clause (y) of this Section 4(a). 


        To
the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this
Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the
Guarantor(s) shall use all commercially reasonable efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as
required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when
all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto. 


        (b)    Provision by Holders of Certain Information in Connection with the Shelf Registration Statement.    No Holder
of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the
Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request (including without limitation), the information specified in
Item 507 or 508 of Regulation S-K, as applicable, of the Act, for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein.
No Holder of Transfer Restricted Securities shall be entitled to liquidated damages pursuant to Section 5 hereof unless and until such Holder shall have provided all such information. Each
selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. 



SECTION 5. LIQUIDATED DAMAGES  


        If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline,
(ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been
Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or
fail to be usable in connection with resales of Transfer Restricted Securities during the period required by this Agreement without being succeeded within 2 Business Days by a
post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through
(iv), a "Registration Default"), then the Company and the Guarantors hereby jointly and severally agree
to pay to each Holder of Transfer Restricted Securities affected thereby liquidated damages in an amount equal to 0.25% per annum on the outstanding principal amount of Transfer Restricted Securities
held by such Holder for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the liquidated damages shall increase by an additional
0.25% per annum on the outstanding principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a
maximum amount of liquidated damages of 0.50% per annum on the outstanding principal amount of Transfer Restricted Securities; provided that the 


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Company
and the Guarantors shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein,
upon the day of (1) filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) the effectiveness
of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) the Consummation of the Exchange Offer, in the case
of (iii) above, or (4) the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with
respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. 


        All
accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date (as such
term is defined in the Indenture), as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer
Restricted Securities, all obligations of the Company and the Guarantors to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such
securities shall have been satisfied in full. The liquidated damages set forth above shall be the exclusive monetary remedy available to the Holders of Transfer Restricted Securities for Registration
Defaults. 


SECTION 6. REGISTRATION PROCEDURES  



        (a)    Exchange Offer Registration Statement.    In connection with the Exchange Offer, the Company and the Guarantors
shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable efforts to effect such exchange and to permit the resale of
Series B Notes by Broker-Dealers that tendered in the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market making activities or
other trading activities (other than Series A Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution
thereof, and (z) comply with all of the following provisions: 



        (i)    If,
following the date hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, that in the reasonable
opinion of the Company and counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to
seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The
Company and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level, but shall not be required to take commercially unreasonable actions to effect a change
in Commission policy. In connection with the foregoing, the Company and the Guarantors hereby agree to take all such other actions as may be requested by the Commission or otherwise required in
connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an
analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently
pursuing a resolution (which need not be favorable) by the Commission staff. 


        (ii)   As
a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a
Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in
the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that 



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(A) it
is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a
distribution of the Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes in its ordinary course of business. As a condition to its
participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Series B Notes shall acknowledge and agree that, if the resales are of
Series B Notes obtained by such Holder in exchange for Series A Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in
effect on the date of this Agreement, rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5,
1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to  Shearman & Sterling dated
July 2, 1993, and similar no-action letters (including, if applicable, any no-action
letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction
and that such a secondary resale 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. 


        (iii)  To
the extent required by applicable federal law or Commission policy, prior to effectiveness of the Exchange Offer Registration Statement, the Company and the
Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission
enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and
Co., Inc. (available June 5, 1991) as interpreted in the Commission's letter to Shearman & Sterling dated
July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any Guarantor
has entered into any arrangement or understanding with any Person to distribute the Series B Notes to be received in the Exchange Offer and that, to the best of the Company's and each
Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the Series B Notes in its ordinary course of business and has no arrangement or understanding
with any Person to participate in the distribution of the Series B Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set
forth in any no-action letter obtained pursuant to clause (i) above, if applicable. 



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        (b)    Shelf Registration Statement.    In connection with the Shelf Registration Statement, the Company and the
Guarantors shall: 



        (i)    comply
with all the provisions of Section 6(c) below and use all commercially reasonable efforts to effect such registration to permit the sale of the Transfer
Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b)
hereof), and pursuant thereto the Company and the Guarantors will prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act,
which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in
accordance with the provisions hereof, and 


        (ii)   issue,
upon the request of any Holder or purchaser of Series A Notes covered by any Shelf Registration Statement contemplated by this Agreement, Series B
Notes having an aggregate principal amount equal to the aggregate principal amount of Series A Notes sold pursuant to the Shelf Registration Statement and surrendered to the Company for
cancellation; the Company shall register Series B Notes on the Shelf Registration Statement for this purpose and issue the Series B Notes to the purchaser(s) of securities subject to the
Shelf Registration Statement in the names as such purchaser(s) shall designate. 




        (c)    General Provisions.    In connection with any Registration Statement (or as specified below only with respect
to a Shelf Registration Statement) and any related Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration
Statement and the related Prospectus required to permit resales of Notes by Broker-Dealers), the Company and the Guarantors shall: 



        (i)    use
all commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements for the period
specified in Section 3 or 4 of this Agreement, as applicable. Upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (in light of
the circumstances under which they were made) (A) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or
(B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company and the Guarantors shall file promptly an appropriate
amendment to such Registration Statement curing such defect, and, if Commission review is required, use all commercially reasonable efforts to cause such amendment to be declared effective as soon as
practicable. 


        (ii)   prepare
and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as the case may be; cause the Prospectus to be supplemented by any required Prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Act in a timely manner; and comply with
the provisions of the Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of
distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus; 


        (iii)  advise
each Holder promptly and, if requested by such Holder, confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to any applicable Registration Statement or any post-effective amendment thereto, when the same has become effective,
(B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus 



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or
for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Act or of the
suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the
preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment
or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement in order to make the statements
therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory
authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company and the
Guarantors shall use all commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time; 


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


        (v)   furnish
to each Holder in connection with such exchange or sale, if any, before filing with the Commission, copies of any Registration Statement or any Prospectus
included therein or any
amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents
will be subject to the review and comment of such Holders in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file any such Registration
Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which such Holders shall reasonably
object within five Business Days after the receipt thereof. A Holder shall be deemed to have reasonably objected to such filing if such Registration Statement, amendment, Prospectus or supplement, as
applicable, as proposed to be filed, contains an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (in light of the circumstances under
which they were made) not misleading or fails to comply with the applicable requirements of the Act; 


        (vi)  promptly
prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to
each Holder in connection with such exchange or sale, if any, make the Company's and the Guarantors' representatives available for discussion of such document and other customary due diligence
matters, and include such information in such document prior to the filing thereof as such Holders may reasonably request; 


        (vii) with
respect to a Shelf Registration Statement, make available, at reasonable times, for inspection by each selling Holder, any underwriter(s) participating in any
disposition pursuant to a Shelf Registration Statement and any attorney or accountant retained by such selling Holders, or any such underwriter(s), all financial and other records, pertinent corporate
documents of the Company and the Guarantors and cause the Company's and the Guarantors' officers, directors and employees to supply all information reasonably requested by any such Holder, attorney or 



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accountant
in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness; 


        (viii) with
respect to a Shelf Registration Statement, if requested by any selling Holders in connection with such exchange or sale of the underwriter(s), if any, promptly
include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders may reasonably request to
have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Transfer Restricted Securities; and make all required filings of such Prospectus
supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective
amendment; 


        (ix)  with
respect to a Shelf Registration Statement, furnish to each selling Holder in connection with such exchange or sale and each underwriter, if any, without charge, at
least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including
exhibits incorporated therein by reference); 


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


        (xi)  upon
the request of any Holders or Holder of an aggregate principal amount of at least 33% of the outstanding principal amount of Transfer Restricted Securities, enter
into such agreements (including underwriting agreements) and make such customary representations and warranties and take all such other customary actions in connection therewith in order to expedite
or facilitate the disposition of the Transfer Restricted Securities pursuant to any applicable Registration Statement contemplated by this Agreement as may be reasonably requested by any Holders or
Holder of an aggregate principal amount of at least 33% of the outstanding principal amount of Transfer Restricted Securities, in connection with any sale or resale pursuant to any applicable
Registration Statement. In such connection, the Company and the Guarantors shall: 



        (A)  upon
request of any Holders or Holder of an aggregate principal amount of at least 33% of Transfer Restricted Securities, furnish (or in the case of paragraphs
(2) and (3), use all commercially reasonable efforts to cause to be furnished) to each Holder, upon Consummation of the Exchange Offer or upon the effectiveness of the Shelf Registration
Statement, as the case may be: 



        (1)   a
certificate, dated such date, signed on behalf of the Company and each Guarantor by (x) the President or any Vice President and (y) a principal financial
or accounting officer of the Company and such Guarantor, confirming, as of the date thereof, the matters set forth in Sections 9(a), 9(b) and 9(c) of the Purchase Agreement and such other similar
matters as such Holders may reasonably request; 


        (2)   an
opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the
Company and the Guarantors covering matters similar to those set forth in Exhibit B to the Purchase Agreement and such other matter as such Holders may reasonably request, and in any event
including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company and 





11







 






the
Guarantors, representatives of the independent certified public accountants for the Company, your representatives and your counsel during which conferences the contents of the Registration
Statement and related matters were discussed and reviewed and, although we have no independently verified and are not passing upon and assume no responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement, and noting that we have relied upon the statements of directors, officers and other representatives of the Company and the
Guarantors, on the basis of the information that was developed in the course of the services referred to above, considered in light of our understanding of the applicable law, no facts have come to
our attention which have caused us to believe that, as of its date, the Registration Statement (other than financial statements and schedules, footnotes thereof, the Registration Statement (other than
financials statements and schedules, footnotes thereto, and other financial or accounting data included or incorporated by reference therein or omitted therefrom, as to which we make no statement)
contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading; and 


        (3)   a
customary comfort letter, dated the date of Consummation of the Exchange Offer, or as of the date of effectiveness of the Shelf Registration Statement, as the case may
be, from the Company's independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings,
and affirming the matters set forth in the comfort letters delivered pursuant to Section 9(g) of the Purchase Agreement; and 




        (B)  deliver
such other documents and certificates as may be reasonably requested by the selling Holders to evidence compliance with the matters covered in clause (A)
above and with any customary conditions contained in the any agreement entered into by the Company and the Guarantors pursuant to this clause (xi); 




        (xii) prior
to any public offering of Transfer Restricted Securities, cooperate with the selling Holders and their counsel in connection with the registration and
qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders may request and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the applicable Registration Statement; provided,
however, that neither the Company nor any Guarantor shall be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action
that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so
subject; 


        (xiii) in
connection with any sale of Transfer Restricted Securities that will result in such securities no longer being Transfer Restricted Securities, cooperate with the
Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and to register such Transfer
Restricted Securities in such denominations and such names as the selling Holders may request at least two Business Days prior to such sale of Transfer Restricted Securities; 


        (xiv) shall
issue, upon the request of any Holder of Series A Notes covered by the Shelf Registration Statement, Series B Notes, having an aggregate principal
amount equal to the aggregate principal amount of Series A Notes surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Series B Notes to be
registered in the name 



12







 




of
such Holder or in the name of the purchaser(s) of such Notes, as the case may be; in return, the Series A Notes held by such Holder shall be surrendered to the Company for cancellation; 


        (xv) use
all commercially reasonable efforts to cause the disposition of the Transfer Restricted Securities covered by the Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities, subject to
the proviso contained in clause (xii) above; 


        (xvi) provide
a CUSIP number for all Transfer Restricted Securities not later than the effective date of a Registration Statement covering such Transfer Restricted
Securities and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with the Depository Trust Company; 


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


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


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



        (xx) provide
promptly to each Holder, upon request, each document filed with the Commission pursuant to the requirements of Section 13 or Section 15(d) of the
Exchange Act. 




        (d)    Restrictions on Holders.    Each selling Holder agrees by acquisition of a Transfer Restricted Security that,
upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each
case, a "Suspension Notice"), such selling Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable
Registration Statement and will use its commercially reasonably efforts to cause any underwriter to forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable
Registration Statement until (i) such selling Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such
selling Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference
in the Prospectus (in each case, the "Recommencement Date"). Each selling Holder receiving a Suspension Notice hereby agrees that it will either
(i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company with more recently dated Prospectuses or
(ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such selling Holder's possession of the Prospectus covering such Transfer 


13







 

Restricted
Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4
hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to and including the
Recommencement Date. 


        Notwithstanding
anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all
Persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the transactions contemplated by this Agreement (the
"Transactions") and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax
structure; provided, however, that neither party (nor any employee, representative or other agent thereof) shall disclose any information (a) that is not relevant to an understanding of the
U.S. federal income tax treatment or tax structure of the Transactions or (b) to the extent such disclosure could result in a violation of any federal or state securities laws. 


SECTION 7. REGISTRATION EXPENSES  


        (a)   All
expenses incident to the Company's and the Guarantors' performance of or compliance with this Agreement will be borne by the Company, regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal
securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Series B Notes to be issued in the Exchange Offer and printing
of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and the Guarantors; (v) all reasonable fees and disbursements
of one counsel (and in addition any local counsel) as selected by Holders of a majority in aggregate principal amount of Transfer Restricted Securities; (vi) all application and filing fees in
connection with listing the Series B Notes on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vii) all reasonable fees and
disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such
performance). 


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


        (b)   In
connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf
Registration Statement), the Company and the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering Series A Notes into in the
Exchange Offer and/or selling or reselling Series A Notes or Series B Notes pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf
Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Latham & Watkins LLP, unless another firm shall be chosen by the
Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. 



SECTION 8. INDEMNIFICATION  


        (a)   The
Company and the Guarantors agree, jointly and severally, to indemnify and hold harmless each Holder, its directors, officers and each Person, if any, who controls
such Holder (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, liabilities, judgments, (including
without limitation, any legal or other expenses incurred in connection with investigating or defending any matter, including any action that could give 


14







 

rise
to any such losses, claims, damages, liabilities or judgments) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary
prospectus or Prospectus (or any amendment or supplement thereto) provided by the Company to any Holder or any prospective purchaser of Series B Notes or registered Series A Notes, or
caused by any omission or alleged omission to state therein 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, however, that the Company and the Guarantors shall not be liable in any such case to the extent that such losses, claims, damages, liabilities or judgments are
caused by an untrue statement or omission or alleged untrue statement or omission that is based upon information relating to any of the Holders furnished in writing to the Company by any of the
Holders, provided, further, that with respect to any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of
material fact in the Registration Statement, the preliminary Prospectus or Prospectus, the indemnity contained in this Section 8 shall not inure to the benefit of any Holder to the extent that
such loss, claim, damage, liability or judgment results solely from an untrue statement of a material fact contained in, or the omission of a material fact from, any Registration Statement,
preliminary Prospectus or Prospectus, which untrue statement or omission was completely corrected in the Prospectus as amended or supplemented if it shall have been determined by a court of competent
jurisdiction that (1) such Holder sold the Series B Notes or registered Series A Notes to the Person alleging such loss, claim, damage or liability and failed to send or give, at
or prior to the written confirmation of such sale, a copy of the Prospectus as amended or supplemented, if required by applicable law to have so delivered it, and (2) the Company had previously
furnished copies of the corrected Prospectus as amended or supplemented to such Holder within a reasonable amount of time prior to such sale or such written confirmation, and (3) the corrected
Prospectus as amended or supplemented, if delivered would have been a complete defense against the Person asserting such loss, claim, damage or liability. 



        (b)   Each
Holder of Transfer Restricted agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantors, and their respective directors and
officers, and each Person, if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company, or the Guarantors to the same extent as the
foregoing indemnity from the Company and the Guarantors set forth in section (a) above, but only with reference to information relating to such Holder furnished in writing to the Company by
such Holder expressly for use in any Registration Statement. In no event shall any Holder, its directors, officers or any Person who controls such Holder be liable or responsible for any amount in
excess of the amount by which the total amount received by such Holder with respect to its sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds (i) the amount
paid by such Holder for such Transfer Restricted Securities and (ii) the amount of any damages that such Holder, its directors, officers or any Person who controls such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 


        (c)   In
case any action shall be commenced involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"indemnified party"), the indemnified party shall promptly notify the person against whom such indemnity may be sought (the
"indemnifying person") in writing and the indemnifying party shall have the right, exercisable by giving written notice to any indemnified party within
20 business days after receipt of such notice by such indemnified party of such action, to assume, at their expense the defense of such action. Any indemnified party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the employment
of such counsel shall have been specifically authorized in writing by the indemnifying party, (ii) the indemnifying party shall have failed to assume the defense of such action or employ
counsel reasonably satisfactory to the indemnified party or (iii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying
party, and 


15







 



the
indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying
party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party). In any such case, the indemnifying party shall not, in
connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees
and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties and all such fees and expenses shall be reimbursed as they are incurred. Such
firm shall be designated in writing by a majority of the Holders, in the case of the parties indemnified pursuant to Section 8(a), and by the Company and Guarantors, in the case of parties
indemnified pursuant to Section 8(b). The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and
judgments by reason of any settlement of any action effected with its written consent and no indemnifying party shall be liable for any settlement effected without its written consent. No indemnifying
party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action
in respect of which the indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter of such action 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 the indemnified party. 


        (d)   To
the extent that the indemnification provided for in this Section 8 is unavailable to an indemnified party in respect of any losses, claims, damages,
liabilities or judgments referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as
a result of such losses, claims, damages, liabilities or judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the
one hand, and the Holders, on the other hand, from their sale of Transfer Restricted Securities or (ii) if the allocation provided by clause 8(d)(i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company and the Guarantors, on
the one hand, and of the Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any other
relevant equitable considerations. The relative fault of the Company and the Guarantors, on the one hand, and of the Holder, on the other hand, shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or such Guarantor, on the
one hand, or by the Holder, on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or
payable by a party as a result of the losses, claims, damages, liabilities and judgments referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of
Section 8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. 



        The
Company, the Guarantors and each Holder agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately preceding paragraph shall be
deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any matter,
including any action that could have 


16







 



given
rise to such losses, claims, damages, liabilities or judgments. Notwithstanding the provisions of this Section 8, no Holder, its directors, its officers or any Person, if any, who
controls such Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total received by such Holder with respect to the sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds (i) the amount paid by such Holder for such Transfer Restricted Securities and (ii) the amount of any damages which such Holder
has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' obligations to contribute pursuant to this
Section 8(c) are several in proportion to the respective principal amount of Transfer Restricted Securities held by each Holder hereunder and not joint. 


SECTION 9. RULE 144A AND RULE 144  


        The Company and each Guarantor agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the
Company or such Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer
Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required
by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15
(d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144. 



SECTION 10. MISCELLANEOUS  


        (a)    Remedies.    The Company and the Guarantors acknowledge and agree that any failure by the Company and/or the
Guarantors to comply with their respective obligations under Sections 3 and 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 will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as
may be required to specifically enforce the Company's and the Guarantor's obligations under Sections 3 and 4 hereof. The Company and the Guarantors further agree to waive the defense in any action for
specific performance that a remedy at law would be adequate. 


        (b)    No Inconsistent Agreements.    Neither the Company nor any Guarantor will, on or after the date of this
Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.
Neither the Company nor any Guarantor has previously entered into any agreement granting any registration rights with respect to its securities to any Person. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's and the Guarantors' securities under any agreement in effect on the date
hereof. 


        (c)    Amendments and Waivers.    The provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to or departures from the provisions hereof may not be given unless (i) in the case of Section 5 hereof and this Section 10(c)(i), the Company has obtained the
written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, the Company has obtained the written consent of Holders of a
majority of the outstanding principal amount of Transfer Restricted Securities (excluding Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver
or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose Transfer Restricted Securities are being tendered pursuant to the Exchange Offer, and that
does not affect directly or 


17







 



indirectly
the rights of other Holders whose Transfer Restricted Securities are not being tendered pursuant to such Exchange Offer, may be given by the Holders of a majority of the outstanding
principal amount of Transfer Restricted Securities subject to such Exchange Offer. 



        (d)    Third Party Beneficiary.    The Holders shall be third party beneficiaries to the agreements made hereunder
between the Company and the Guarantors, 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 they may deem such
enforcement necessary or advisable to protect its rights or the rights of Holders hereunder. 


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



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


        (ii)   if
to the Company or the Guarantors: 




Real
Mex Restaurants, Inc. 4001 Via Oro Avenue, Suite 200

Long Beach, CA 90810

Telecopier No.: (310) 834-2762

Attention: Steven Tanner



With
a copy to: 


Dechert
LLP

30 Rockefeller Plaza

New York, NY 10112

Telecopier No.: (212) 698-3599

Attention: Jonathan Silverblatt 






        All
such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery. 



        Copies
of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture. 


        (f)    Successors and Assigns.    This Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders; provided, that nothing
herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms hereof or of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to all of the
terms of this Agreement, and by taking and holding such Transfer Restricted 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. 


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


18







 



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


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


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


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


19











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



	 	 	REAL MEX RESTAURANTS, INC.
	

 	
 	

By:	

/s/  FREDERICK F. WOLFE      

	 	 	Name:	Frederick F. Wolfe
	 	 	Title:	President and Chief Executive Officer
	

 	
 	
ACAPULCO RESTAURANTS, INC.
	

 	
 	

By:	

/s/  FREDERICK F. WOLFE      

	 	 	Name:	Frederick F. Wolfe
	 	 	Title:	President and Chief Executive Officer
	

 	
 	
EL TORITO RESTAURANTS, INC.
	

 	
 	

By:	

/s/  FREDERICK F. WOLFE      

	 	 	Name:	Frederick F. Wolfe
	 	 	Title:	President and Chief Executive Officer
	

 	
 	
EL TORITO FRANCHISING COMPANY
	

 	
 	

By:	

/s/  FREDERICK F. WOLFE      

	 	 	Name:	Frederick F. Wolfe
	 	 	Title:	President and Chief Executive Officer
	

 	
 	
ACAPULCO RESTAURANT OF VENTURA, INC.
	

 	
 	

By:	

/s/  FREDERICK F. WOLFE      

	 	 	Name:	Frederick F. Wolfe
	 	 	Title:	President and Chief Executive Officer
	

 	
 	
ACAPULCO RESTAURANT OF WESTWOOD, INC.
	

 	
 	

By:	

/s/  FREDERICK F. WOLFE      

	 	 	Name:	Frederick F. Wolfe
	 	 	Title:	President and Chief Executive Officer
	

 	
 	
ACAPULCO RESTAURANT OF DOWNEY, INC.
	

 	
 	

By:	

/s/  FREDERICK F. WOLFE      

	 	 	Name:	Frederick F. Wolfe
	 	 	Title:	President and Chief Executive Officer
	

 	
 	
MURRAY PACIFIC
	

 	
 	

By:	

/s/  FREDERICK F. WOLFE      

	 	 	Name:	Frederick F. Wolfe
	 	 	Title:	President and Chief Executive Officer
	

 	
 	
ACAPULCO RESTAURANTS OF ENCINITAS, INC.
	

 	
 	

By:	

/s/  FREDERICK F. WOLFE      

	 	 	Name:	Frederick F. Wolfe
	 	 	Title:	President and Chief Executive Officer
	 	 	 	 




20







 

	

 	
 	
ACAPULCO RESTAURANT OF MORENO VALLEY, INC.
	

 	
 	

By:	

/s/  FREDERICK F. WOLFE      

	 	 	Name:	Frederick F. Wolfe
	 	 	Title:	President and Chief Executive Officer
	

 	
 	
EL PASO CANTINA, INC.
	

 	
 	

By:	

/s/  FREDERICK F. WOLFE      

	 	 	Name:	Frederick F. Wolfe
	 	 	Title:	President and Chief Executive Officer
	

 	
 	
REAL MEX FOODS, INC.
	

 	
 	

By:	

/s/  FREDERICK F. WOLFE      

	 	 	Name:	Frederick F. Wolfe
	 	 	Title:	President and Chief Executive Officer
	

 	
 	
TARV, INC.
	

 	
 	

By:	

/s/  FREDERICK F. WOLFE      

	 	 	Name:	Frederick F. Wolfe
	 	 	Title:	President and Chief Executive Officer
	

 	
 	
ALA DESIGN, INC.
	

 	
 	

By:	

/s/  FREDERICK F. WOLFE      

	 	 	Name:	Frederick F. Wolfe
	 	 	Title:	President and Chief Executive Officer
	

 	
 	
ACAPULCO MARK CORP.
	

 	
 	

By:	

/s/  FREDERICK F. WOLFE      

	 	 	Name:	Frederick F. Wolfe
	 	 	Title:	President and Chief Executive Officer
	

 	
 	
JEFFERIES & COMPANY, INC.
	

 	
 	

By:	

/s/  ADAM SOKOLOFF      

	 	 	Name:	Adam Sokoloff
	 	 	Title:	Managing Director
	

 	
 	
DEUTSCHE BANK SECURITIES INC.
	

 	
 	

By:	

/s/  DAVID JACOB                  

	 	 	Name:	David Jacob
	 	 	Title:	Managing Director
	

 	
 	

By:	

/s/  KATHRYN A. CORNISH                  

	 	 	Name:	Kathryn A. Cornish
	 	 	Title:	Vice President




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Exhibit 4.3 Registration Rights Agreement, dated as of March 31, 2004