Exhibit 4.2


 


The Wornick Company


 


$125,000,000 107/8% Senior  Secured  Notes due 2011


 


REGISTRATION RIGHTS AGREEMENT


 


June 30, 2004


 


JEFFERIES & COMPANY, INC.

CIBC WORLD MARKETS CORP.

c/o Jefferies & Company, Inc.

11100 Santa Monica Boulevard

10th Floor

Los Angeles, California  90025


 


Ladies and Gentlemen:


 


The Wornick
Company, a Delaware corporation (the “Company”),
is issuing and selling to Jefferies & Company, Inc. and CIBC World Markets
Corp. (the “Initial Purchasers”),
upon the terms set forth in a purchase agreement, dated as of June 24, 2004
(the “Purchase Agreement”),
$125,000,000 aggregate principal amount of the Company’s 107/8%
Senior Secured Notes due 2011, Series A, including the Guarantees (as defined
below) endorsed thereon (the “Notes”).  As an inducement to the Initial Purchasers to
enter into the Purchase Agreement, the Company and each of the guaran­tors (the
“Guarantors”) signatory to the
Purchase Agreement jointly and severally agree with the Initial Purchasers, for
the benefit of the holders of the Securities (as defined below) (including,
without limitation, the Initial Purchasers), 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 terms shall have the following meanings:


 


Advice:  See the last paragraph of Section 5.


 


Agreement:  This Registration Rights Agreement.


 


Applicable Period:  See Section 2(f).


 


Business Day:  Any day, other than a Saturday, a Sunday or a
day on which banking institutions in the City of New York or at a place of
payment are authorized or obligated by law, regulation or executive order to be
closed.


 


Closing Date:  June 30, 2004.


 


controlling person:  See Section 7(a).


 


DTC:  See Section 5(i).


 


Effectiveness Date:  The 180th day following the Closing Date.


 


Effectiveness Period:  See Section 3(a).


 


Event:  See Section 4(a).


 


Event Date:  See Section 4(a).


 


Exchange Act:  The Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.


 


Exchange Offer:  See Section 2(a).


 


Exchange Offer Registration Statement:  See Section 2(a).


 


Exchange Securities:  The 107/8% Senior
Secured Notes due 2011, Series B, of the Company, including the guarantees
endorsed or to be endorsed thereon, identical in all respects to the Notes and
the Guarantees, except for references to series and restric­tive legends.


 


Filing Date:  The 90th day following the Closing Date.


 


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Guarantees:  The full and unconditional guarantee, on a
senior secured basis by the Guarantors, as to payment of principal, interest,
premium, if any, and the Liquidated Damages Amount, if any, with respect to the
Notes.


 


Holder:  Each holder of Registrable Securities.


 


Holder Indemnified Parties:  See Section 7(a).


 


indemnified party:  See Section 7(c).


 


indemnifying parties:  See Section 7(c).


 


Indenture:  The Indenture, dated as of the date hereof,
by and among the Company, the Guarantors and U.S. Bank National Association, as
trustee, pursuant to which the Notes are being issued, as amended or
supplemented from time to time, in accordance with the terms thereof.


 


Initial Shelf Registration:  See Section 3(a).


 


Liquidated Damages Amount:  With respect to any Event, an amount equal to
a per annum rate of 0.25% for the first 90-day period immediately
following the applicable Event Date, increasing by an additional per annum rate
of 0.25% with respect to each subsequent 90-day period, up to a maximum
per annum rate of 1.00%, which shall accrue per $1,000 principal amount of
Registrable Securities.


 


Losses:  See Section 7(a).


 


Maximum Contribution Amount:  See Section 7(d).


 


NASD:  The National Association of Securities
Dealers, Inc.


 


Participating Broker-Dealer:  See Section 2(f).


 


Person:   An individual, trustee, corporation, limited
liability com­pany, partnership, limited liability partnership, joint stock
company, joint venture, trust, unincorporated organization or association,
government or any agency or political subdivision thereof, union, business
association, firm or other entity.


 


Private Exchange:  See Section 2(g).


 


Private Exchange Securities:  See Section 2(g).


 


Prospectus:  The prospectus included in a Registration Statement
at the time that such Registration Statement is declared effective (including,
without


 


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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
Securities Act), as amended or supplemented by any prospectus supple­ment with
respect to the terms of the offering of any portion of the Securities covered
by such Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.


 


Registrable Securities:  Any of the Notes, the Private Exchange
Securities and the Exchange Securities received in the Exchange Offer that may
not be sold without restriction under federal or state securities law.


 


Registration Statement:  Any registration statement of the Company
that covers any of the Securities and that is filed pursuant to the provisions
of this Agreement, including the Prospectus included therein, all amendments
and supplements to such registration statement and Prospectus (including
post-effective amendments), all exhibits thereto and all material incorporated
by reference or deemed to be incorporated by reference therein.


 


Rule 144:  Rule 144 under the Securities Act, as such
rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC.


 


Rule 144A:  Rule 144A under the Securities Act, as such
rule may be amended from time to time, or any similar rule (other than Rule
144) or regulation hereafter adopted by the SEC.


 


Rule 415:  Rule 415 under the Securities Act, as such
rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.


 


SEC:  The Securities and Exchange Commission.


 


Securities:  The Notes, the Private Exchange Securities
and the Exchange Securities, collectively.


 


Securities Act:  The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.


 


Shelf Effectiveness Date:  With respect to a Shelf Registration, the 90th
day after the filing of such Shelf Registration.


 


Shelf Filing Date:  With respect to a Shelf Registration, the 60th
day following (i) in the case of an Initial Shelf Registration, delivery of the
Shelf Notice


 


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triggering the obligation to
file such Initial Shelf Registration, and (ii) in the case of a Subsequent
Shelf Registration, the cessation of effectiveness of the prior Shelf
Registration.


 


Shelf Notice:  See Section 2(i).


 


Shelf Registration:  The Initial Shelf Registration and any Subse­quent
Shelf Registration.


 


Special Counsel:  Counsel chosen by the holders of a majority
in aggregate principal amount of Securities.


 


Subsequent Shelf Registration:  See Section 3(b).


 


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


 


Trustee:  The trustee under the Indenture and, if any,
the trustee under any indenture governing the Exchange Securities or the
Private Exchange Securities.


 


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


 


2.                                       Exchange Offer.


 


(a)           The Company and the Guarantors shall:


 


(i)            prepare and file with the SEC
promptly after the date hereof, but in no event later than the Filing Date, a
registration statement (the “Exchange Offer
Registration Statement”) on an appropriate form under the Securities
Act with respect to a proposed offer (the “Exchange
Offer”) to the Holders to issue and deliver to such Holders, in
exchange for the Notes, a like aggregate principal amount of Exchange
Securities;


 


(ii)           use their respective reasonable best
efforts to cause the Ex­change Offer Registration Statement to become effective
as promptly as practicable after the filing thereof, but in no event later than
the Effectiveness Date;


 


(iii)          keep the Exchange Offer Registration
Statement effective until the consummation of the Exchange Offer pursuant to
its terms; and


 


(iv)          unless the Exchange Offer would not be
permitted by a policy of the SEC, use their respective reasonable best efforts
to commence the Exchange


 


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Offer promptly after the date
on which the Exchange Offer Registration Statement has become effective and use
their respective reasonable best efforts to consummate the Exchange Offer on or
prior to the date that is 210 days after the Closing Date, consum­mate the
Exchange Offer and issue Exchange Securities in exchange for all Notes tendered
prior thereto in the Exchange Offer.


 


The Exchange Offer shall not be
subject to any conditions, other than that the Exchange Offer does not violate
applicable law or any applicable interpretation of the staff of the SEC.


 


(b)           The Exchange Securities shall be
issued under, and entitled to the benefits of, the Indenture or a trust
indenture that is identical to the Indenture (other than such changes as are
necessary to comply with any requirements of the SEC to effect or maintain the
qualification thereof under the TIA).


 


(c)           In connection with the Exchange
Offer, the Company and the Guarantors 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 that is an exhibit to the Exchange
Offer Registration Statement, and any related documents;


 


(ii)           keep the Exchange Offer open for not
less than 20 Business Days after the date notice thereof is mailed to the
Holders (or longer if required by applicable law);


 


(iii)          utilize the services of a depositary
for the Exchange Offer with an address in the Borough of Manhattan, The City of
New York, which may be the Trustee or an affiliate of the Trustee;


 


(iv)          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 Exchange Offer shall remain open; and


 


(v)           otherwise comply with all laws
applicable to the Exchange Offer.


 


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


 


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


 


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(ii)           deliver to the Trustee for
cancellation all Notes so accepted for exchange; and


 


(iii)          cause the Trustee promptly to
authenticate and deliver to each Holder of Notes a principal amount of Exchange
Securities equal to the principal amount to the Notes of such Holder so
accepted for exchange.


 


(e)           Interest on each Exchange Security
and each Private Exchange Security will accrue from the last interest payment
date on which interest was paid on the Notes surrendered in exchange therefor
or, if no interest has been paid on the Notes, from the date of original issue
of the Notes.  Each Exchange Security and
each Private Exchange Security shall bear interest at the rate set forth
thereon; provided, that interest
with respect to the period prior to the issuance thereof shall accrue at the
rate or rates borne by the Notes surrendered in exchange therefor from time to
time during such period.


 


(f)            The Company and the Guarantors shall
include within the Prospectus contained in the Exchange Offer Registration
Statement a section entitled “Plan of Distribution,” containing a summary
statement of the positions taken or policies made by the staff of the SEC with
respect to the potential “underwriter” status of any broker-dealer that is the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange
Securities received by such broker-dealer in the Ex­change Offer (a “Participating Broker-Dealer”).  Such “Plan of Distribution” section shall
also state that the use of the Prospectus by all Persons subject to the
prospectus delivery requirements of the Securities Act, including (without
limitation) all Participating Broker-Dealers, will be permitted and shall
include a statement describing the means by which Participating Broker-Dealers
may resell the Exchange Securities.  The
Company and the Guarantors shall use their respective best efforts to keep the
Exchange Offer Registration Statement continuously effective and, as required,
to amend and supplement the Prospectus to be lawfully delivered by all Persons
subject to the prospectus delivery requirement of the Securities Act for the
shorter of: (i) such period of time as such Persons must comply with such
requirements in order to resell the Exchange Securities and (ii) the period
ending when all Registrable Securities covered by the Exchange Offer
Registration Statement have been sold pursuant thereto (the “Applicable Period”).


 


(g)           If, prior to consummation of the
Exchange Offer, any of the Initial Purchasers holds any Notes acquired by it
and having the status as an unsold allotment in the initial distribution of the
Notes, the Company and the Guarantors shall, upon the request of such Initial
Purchaser, simultaneously with the delivery of the Exchange Securities in the
Exchange Offer, issue (pursuant to the same indenture as the Exchange
Securities and subject to transfer restrictions thereon) and deliver to such
Initial Purchaser, in exchange for the Notes held by such Initial Purchaser
(the


 


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“Private Exchange”), a like principal amount of debt securities
of the Company, including guarantees endorsed thereon, that are identical to
the Exchange Securities (the “Private Exchange
Securities”).  The Private
Exchange Securities shall bear the same CUSIP number as the Exchange
Securities.


 


(h)           The Company may require each Holder
participating in the Exchange Offer to represent to the Company and the
Guarantors that, at the time of the consum­mation of the Exchange Offer:  (i) any Exchange Securities received by such
Holder in the Exchange Offer will be acquired in the ordinary course of its
business; (ii) such Holder will have no arrangement or understanding with any
Person to partici­pate in the distribution of the Exchange Securities within
the meaning of the Securi­ties Act or resale of the Exchange Securities in
violation of the Securities Act; (iii) 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 Exchange Securities; (iv) if such Holder is a broker-dealer that
will receive Exchange Securities for its own account in exchange for Notes that
were acquired as a result of market-making or other trading activities,
that it will deliver a prospectus, as required by law, in connection with any
resale of such Exchange Securities; and (v) if such Holder is an affiliate of
the Company, that it will comply with the registration and prospectus delivery
requirements of the Securities Act applicable to it.


(i)            If: 
(i) prior to the consummation of the Exchange Offer, the Company
determines in its reasonable judgment that the Ex­change Securities would not,
upon receipt, be tradeable by the Holders thereof without restriction under the
Securities Act and the Exchange Act; (ii) applicable interpretations of the
staff of the SEC would not permit the consummation of the Exchange Offer on or
prior to the Effectiveness Date; (iii) subsequent to the consummation of the
Private Exchange, any Holder of Private Exchange Securities so requests; (iv)
the Exchange Offer is not consummated within 210 days of the Closing Date for
any reason; or (v) in the case of (A) any Holder not permitted to participate
in the Exchange Offer, (B) any Holder participating in the Exchange Offer that
receives Exchange Securities that may not be resold by such Holder to the
public without delivering a prospectus and the Prospectus contained in the
Exchange Offer Registration Statement is not available for or may not be
lawfully delivered for such resales, or (C) such Holder is a broker-dealer and
holds Notes acquired directly from the Company or any of its affiliates and, in
each such case contemplated by this clause (v), such Holder notifies the Company
within six months of consummation of the Exchange Offer, then the Company shall
promptly (and in any event within five Business Days) deliver to the Holders
(or in the case of an occurrence of any event described in clause (v) of this
Section 2(i), to any such Holder) and the Trustee notice thereof (the “Shelf Notice”) and shall as promptly as
possible thereafter (but in no event later than the Shelf Filing Date) file an
Initial Shelf Registration pursuant to Section 3.


 


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3.                                       Shelf Registration.


 


If a Shelf Notice is required to be delivered
pursuant to clause (i), (ii), (iii) or (iv) of Section 2(i), then this Section
3 shall apply to all Registrable Securities. 
If a Shelf Notice is required to be delivered pursuant to clause (v) of
Section 2(i), then this Section 3 shall apply solely with respect to
Registrable Securities held by those Holders who have notified the Company as
described in clause (v) of Section 2(i).


 


(a)           Initial
Shelf Registration.  The Company
and the Guarantors shall prepare and file with the SEC a Registration Statement
for an offering to be made on a continuous basis pursuant to Rule 415 covering
all of the Registrable Securities (the “Initial
Shelf Registration”).  If the
Company and the Guarantors have not filed an Exchange Offer Registration
Statement, the Company and the Guarantors shall file with the SEC the Initial
Shelf Registration on or prior to the Filing Date.  Otherwise, the Company and the Guarantors
shall file with the SEC the Initial Shelf Registration as promptly as possible
following the occurrence of the event described in Section 2(i) which triggered
such filing obligation, but in no event later than the Shelf Filing Date.  The Initial Shelf Registration shall be on Form
S-1 or another appropriate form permitting registration of such Registrable
Securities for resale by such Holders in the manner or manners designated by
them (including, without limitation, one or more underwritten offerings).  The Company and the Guarantors (i) shall not
permit any securities other than the Registrable Securities to be included in
any Shelf Registra­tion, and (ii) shall use their respective reasonable best
efforts to cause the Initial Shelf Registration to be declared effective under
the Securities Act no later than the Shelf Effectiveness Date and to keep the
Initial Shelf Registration continuously effective under the Securities Act
until the date that is 24 months after the date it is declared effective
(subject to extension pursuant to the last paragraph of Section 5) (the “Effectiveness Period”), or such shorter
period ending when (i) all Registrable Securities covered by the Initial Shelf
Registration have been sold in the manner set forth and as contemplated in the
Initial Shelf Registration, or (ii) a Subsequent Shelf Registration covering
all of the Registrable Securities has been declared effective under the
Securities Act, or (iii) there cease to be any outstanding Registrable
Securities.


 


(b)           Subsequent
Shelf Registrations.  If any
Shelf Registration ceases to be effective for any reason at any time during the
Effectiveness Period (other than because of the sale of all of the Registrable
Securities registered thereunder), the Company and the Guarantors shall use
their respective reasonable best efforts to obtain the prompt withdrawal of any
order suspending the effectiveness thereof, and in any event shall within 30
days of such cessation of effectiveness file an amendment to the Shelf
Registration in a manner reasonably expected to obtain the withdrawal of the
order suspending the effectiveness thereof, or file an additional “shelf”
Registra­tion Statement pursuant to Rule 415 covering all of the Registrable


 


9
















 


Securities (a “Subsequent Shelf Registration”).  If a Subsequent Shelf Registration is filed,
the Company and the Guarantors shall use their respective reasonable best
efforts to cause the Subsequent Shelf Registration to be declared effective as
promptly as practicable after such filing and to keep such Subsequent Shelf
Registration continuously effective for a period equal to the number of days in
the Effectiveness Period less the aggregate number of days during which the
Initial Shelf Registration, and any previously filed Subsequent Shelf
Registration, was previously effective.


 


(c)           Provision
of Information.  The Company
and the Guarantors may exclude from any Shelf Registration the Registrable
Securities of any Holder who fails to furnish to the Company, within 20 days
after receipt of a written request therefor, the information specified in Item
507 or 508, as applicable, of Regulation S-K under the Securities Act for use
in connection with any Shelf Registration or Prospectus or preliminary
prospectus included therein.  No such
Holder shall be entitled to liquidated damages pursuant to Section 4 unless and
until such Holder shall have provided such information.  Each Holder whose Registrable Securities are
to be included in a Shelf Registration Statement agrees to promptly furnish to
the Company all additional information required to be disclosed in order to
make the information previously furnished to the Company by such Holder not
materially misleading.


 


4.                                       Liquidated Damages.


 


(a)           The Company and the Guarantors
acknowledge and agree that the Holders will suffer damages, and that it would
not be feasible to ascertain the extent of such damages with precision, if the
Company and the Guarantors fail to fulfill their respective obligations
hereunder.  Accordingly, in the event of
such failure, the Company and the Guarantors jointly and severally agree to pay
liquidated damages to each Holder under the circumstances and to the extent set
forth below:


 


(i)            if the Exchange Offer Registration
Statement has not been filed with the SEC on or prior to the Filing Date;


 


(ii)           if the Exchange Offer Registration
Statement is not declared effective by the SEC on or prior to the Effectiveness
Date; or


 


(iii)          if the Company and the Guarantors have
not exchanged Exchange Securities for all Notes validly tendered in accordance
with the terms of the Ex­change Offer on or prior to the date that is 210 days
after the Closing Date (if the Exchange Offer is then required to be made
pursuant to Section 2(a)(iv) hereof);


 


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(iv)          if obligated to file an Initial Shelf
Registration and the Company and the Guarantors fail to file such Initial Shelf
Registration with the SEC on or prior to Shelf Filing Date;


 


(v)           if an Initial Shelf Registration is
filed and such Initial Shelf Registration is not declared effective on or prior
to the Shelf Effectiveness Date; or


 


(vi)          if a Shelf Registration is filed and
declared effective by the SEC but thereafter ceases to be effective without
being succeeded within 30 days by a Subsequent Shelf Registration filed and
declared effective;


 


(each of the foregoing an “Event,” and the date on which the Event
occurs being referred to herein as an “Event
Date”).


 


Upon the occurrence of any Event, the Company
shall pay, or cause to be paid (and the Guarantors hereby guarantee the payment
of), in addition to amounts otherwise due under the Indenture and the
Registrable Securities, as liquidated damages, and not as a penalty, to each
Holder on an interest payment date, an amount equal to the Liquidated Damages
Amount per $1,000 principal amount of Registrable Securities held by such
Holder; provided, that such
liquidated damages will, in each case, cease to accrue (subject to the
occurrence of another Event) on the date on which all Events have been
cured.  An Event under clause (i) above
shall be cured on the date that the Exchange Offer Registration Statement (or,
if an Initial Shelf Registration is required to be filed pursuant to clause
(i), (ii) or (iii) of Section 2(i), the date that such Initial Shelf
Registration) is filed with the SEC; an Event under clause (ii) above shall be
cured on the date that the Exchange Offer Registration Statement (or, if an
Initial Shelf Registration is required to be filed pursuant to clause (i), (ii)
or (iii) of Section 2(i), the date that such Initial Shelf Registration) is
declared effective by the SEC; an Event under clause (iii) above shall be cured
on the earlier of the date (A) the Exchange Offer is consummated with respect
to all Notes validly tendered or (B) the Company delivers a Shelf Notice to the
Holders and the Trustee pursuant to clause (i), (ii) or (iii) of Section 2(i);
an Event under clause (iv) above shall be cured on the date that such Initial
Shelf Registration is filed with the SEC; an Event under clause (v) above shall
be cured on the date that such Initial Shelf Registration is declared effective
by the SEC; and an Event under clause (vi) above shall be cured on the earlier
of (1) the date on which the applicable Shelf Registration is no longer subject
to an order suspending the effectiveness thereof or proceedings relating
thereto or (2) a new Subsequent Shelf Registration is declared effective.


 


(b)           The Company shall notify the Trustee
within five Business Days after each Event Date.  The Company shall pay the liquidated damages
due on the Registrable Securities by depositing with the Trustee, in trust, for
the benefit of the


 


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Holders thereof, by 12:00 noon,
New York City time, on or before the applicable semi-annual interest
payment date for the Registrable Securities, immediately available funds in
sums sufficient to pay the liquidated damages then due.  The liquidated damages amount due shall be
payable in the same manner as interest payments on the Notes on each interest
payment date to the record Holder entitled to receive the interest payment to
be made on such date as set forth in the Indenture.


 


5.                                       Registration Procedures.


 


In connection with the registration of any
Securities pursuant to Sections 2 or 3, the Company and the Guarantors shall
effect such registrations to permit the sale of such Securities in accordance
with the intended method or methods of disposition thereof, and pursuant
thereto the Company and the Guarantors shall:


 


(a)           Prepare and file with the SEC, as
soon as practicable after the date hereof but in any event on or prior to the
Filing Date, with respect to an Exchange Offer Registration Statement, and on
or prior to the Shelf Filing Date, with respect to a Shelf Registration, as
prescribed by Sections 2 and 3, respectively, and use their respective
reasonable best efforts to cause each such Registration Statement to become
effective and remain continuously effective as provided in this Agreement; provided, that if (i) such filing is
pursuant to Section 3 or (ii) a Prospectus contained in an Exchange Offer
Registration Statement filed pursuant to Section 2 is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Securities during the Applicable Period, before filing any
Registration Statement or Prospectus or any amendments or supplements thereto,
(A) the Company shall notify the Holders of the Registrable Securities covered
by such Registration Statement, their Special Counsel, each Participating
Broker-Dealer, the managing underwriters, if any, and their counsel of such
filing at least five Business Days prior to making such filing, (B) if
requested, the Company and the Guarantors shall furnish to and afford the
Holders of the Registrable Securities covered by such Registration Statement,
their Special Counsel, each Participating Broker-Dealer, the managing
underwriters, if any, and their counsel a reasonable opportunity to review, and
shall make available for inspection by such Persons, copies of all such docu­ments
(including copies of any documents to be incorporated by reference therein and
all exhibits thereto) proposed to be filed and such financial and other
information and books and records of the Company and the Guarantors as shall be
necessary, in the opinion of Special Counsel and the respective counsels to
such Participating Broker-Dealers and underwriters, to conduct a reasonable due
diligence investigation within the meaning of the Securities Act, and (C) the
Company and the Guarantors shall cause the members, managers, officers,
directors and employees of the Company and the Guarantors, and counsel and
independent certified public accountants of the Company and the Guarantors, to
respond to such inquiries as shall be necessary, in the opinion of Special
Counsel and the respective counsels to such


 


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Participating Broker-Dealers
and underwriters, to conduct a reasonable due diligence investigation within
the meaning of the Securities Act.  The
Company and the Guarantors may require each Holder to agree to keep
confidential any non-public information relating to the Company and the
Guarantors received by such Holder and not to disclose such information (other
than to an affiliate or prospective purchaser who agrees to respect the
confidentiality provisions of this Section 5(a)) until such information has
been made generally available to the public unless the release of such
information is required by law or necessary to respond to inquiries of
regulatory authorities.  The Company and
the Guarantors shall not file any Registration Statement or Prospectus or any
amendments or supplements thereto which the Holders must be afforded an
opportunity to review prior to the filing of such document, if the Holders of a
majority in aggregate principal amount of the Registrable Securities covered by
such Registration Statement, their Special Counsel, any Participating
Broker-Dealer or the managing underwriters, if any, or their counsel shall
reasonably object to such filing within five Business Days after receipt of the
Company’s notice of filing described above in this Section 5(a); provided, however,
that this prohibition shall not apply to any amendment or supplement to any
Registration Statement or Prospectus that, in the reasonable judgment of
counsel to the Company, is necessary in order to make the statements in such
Registration Statement or Prospectus, in the light of the circumstances under
which they were made, not misleading, or in order for such Registration
Statement or Prospectus to comply with applicable law.


 


(b)           Provide an indenture trustee for the
Registrable Securities or the Exchange Securities, as the case may be, and
cause the Indenture (or other indenture relating to the Registrable Securities)
to be qualified under the TIA not later than the effective date of the first
Registration Statement; in connection therewith, effect such changes to such
indenture as may be required for such indenture to be so qualified in
accordance with the terms of the TIA; and execute, and use their respective
best efforts to cause such trustee to execute, all documents as may be required
to effect such changes, and all other forms and documents required to be filed
with the SEC to enable such indenture to be so qualified in a timely manner.


 


(c)           Prepare and file with the SEC such
pre-effective amendments and post-effective amendments to the Registration
Statement as may be necessary in order to cause the Registration Statement to
become effective and to keep such Registration Statement continuously effective
for the time periods required hereby; cause the related Prospectus to be
supplemented by any Prospectus supplement required by Applicable Law, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provisions then
in force) under the Securities Act, and comply fully with Rules 424, 430A and
462, as applicable, under the Securities Act in a timely manner; and comply in
all material respects with the provisions of the Securities Act and the
Exchange Act applicable thereto with respect to the disposition of all


 


13
















 


securities covered by such
Registration Statement, as so amended, or in such Prospectus, as so
supplemented, in accordance with the intended methods of distribu­tion set
forth in such Registration Statement, as so amended, and such Prospectus, as so
supplemented.


 


(d)           Furnish to such selling Holders and
Participating Broker-Dealers who so request (i) upon the Company’s and the
Guarantors’ receipt, a copy of the order of the SEC declaring such Registration
Statement and any post-effective amendment thereto effective, (ii) at least one
copy of such Registration State­ment and of each amendment and supplement
thereto (in each case including any documents incorporated therein by reference
and all exhibits (including exhibits incorporated by reference) to such
Registration Statement and each such amendment and supplement), (iii) such
reasonable number of copies of the Prospectus included in such Registration
Statement (including each preliminary prospectus and each supplement thereto),
and such reasonable number of copies of the final Prospectus as filed by the
Company and the Guarantors pursuant to Rule 424(b) under the Securities Act, in
conformity with the requirements of the Securities Act, and (iv) at least one
copy of such other documents as any such Person may reasonably request to
facilitate the offering and disposition of the Registrable Securities owned by
such Person.  The Company and the
Guarantors hereby consent to the use of the Prospectus by each of the selling
Holders of Registrable Securities and by each such Participating Broker-Dealer,
as the case may be, and the underwriters or agents, if any, and dealers (if
any), in connection with the offering and sale of the Registrable Securities
covered by, or the sale by Participating Broker-Dealers of the Exchange
Securities pursuant to, such Prospectus and any amendment or supplement
thereto.


 


(e)           If (A) a Shelf Registration is filed
pursuant to Section 3 or (B) a Prospectus contained in an Exchange Offer
Registration Statement filed pursuant to Section 2 is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Securities during the Applicable Period, notify the selling Holders of
Registrable Securities, their Special Counsel, each Participating Broker-Dealer
and the managing underwriters, if any, promptly (but in any event within two
Business Days), and, if requested by such Person, confirm such notice in
writing, (i) when a Prospectus or any Prospectus supplement or Registration
Statement or post-effective amendment has been filed, and, with respect to a
Regis­tration Statement or any post-effective amendment, when the same has
become effective under the Securities Act, (ii) of the issuance by the SEC of
any stop order suspending the effectiveness of a Registration Statement or of
any order preventing or suspending the use of any Prospectus or the initiation
of any proceedings for that purpose, (iii) of the receipt by the Company or any
of the Guarantors of any notification with respect to the suspension of the
qualification or exemption from qualification of a Registration Statement or
any of the Registrable Securities or the Exchange Securities to be sold by any
Participating Broker-Dealer for offer or sale in


 


14
















 


any jurisdiction, or the
contemplation, initiation or threatening of any proceeding for such purpose,
(iv) of the happening of any event that makes any statement made in such
Registration Statement or related Prospectus or any docu­ment incorporated or
deemed to be incorporated therein by reference untrue in any material respect
or that requires the making of any additions to or changes in such Registration
Statement, Prospectus or documents so that it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circum­stances under which such statements were made, not misleading, (v) of
the Company’s and the Guarantors’ reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate, and
(vi) of any request by the SEC for amendments to the Registration Statement or
supplements to the Prospectus or for additional information relating thereto.


 


(f)            Use their respective best efforts to
register or qualify, and, if applicable, to cooperate with the selling Holders
of Registrable Securities, the underwriters, if any, and their respective
counsel in connection with the registration or qualification (or exemption from
such registration or qualification) of, Registrable Securities to be included
in a Registration Statement for offer and sale under the securities or Blue Sky
laws of such jurisdictions within the United States as any selling Holder,
Participating Broker-Dealer or the managing underwriters reasonably request in
writing; and, if Securities are offered other than through an Underwritten
Offering, the Company and the Guarantors shall cause their respective counsel
to perform Blue Sky investigations and file registrations and qualifications
required to be filed pursuant to this Section 5(f) at the expense of the
Company and the Guarantors; keep each such registration or qualification (or
exemption therefrom) effective during the period such Registration Statement is
required to be kept effective and do any and all other acts or things necessary
or advisable to enable the disposition in such jurisdictions of the Securities
covered by the applicable Registration Statement; provided, however,
that none of the Company or the Guarantors shall be required to (i) register or
qualify generally to do business in any jurisdiction where it is not then so
qualified, (ii) take any action that would subject it to service of process in
suits other than those arising out of the offering or sale of the Securities in
any jurisdiction where it is not then so subject or (iii) take any action that
would subject it to general taxation in respect of doing business in any such
jurisdiction where it is not then so subject.


 


(g)           Use their respective reasonable best
efforts to prevent the issuance of any order suspending the effectiveness of a
Registration Statement or preventing or suspending the use of a Prospectus or
suspending the qualification (or exemption from qualification) of any of the
Securities for sale in any jurisdiction, and, if any such order is issued, use
their respective reasonable best efforts to obtain the with­drawal or lifting
of any such order at the earliest possible time.


 


15
















 


(h)           If (i) a Shelf Registration is filed
pursuant to Section 3 or (ii) a Prospectus contained in an Exchange Offer
Registration Statement filed pursuant to Section 2 is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Securities during the Applicable Period, and if requested by the
managing underwriters, if any, such Participating Broker-Dealer or the Holders
of a majority in aggregate principal amount of the Registrable Securities, (A)
promptly incorporate in a Prospectus supplement or post-effective amendment
such information as the managing underwriters, if any, or such Holders
reasonably request to be included therein as required to comply with any
Applicable Law and (B) make all required filings of such Prospectus
supplement or such post-effective amendment as soon as practicable after the
Company and the Guarantors have received notification of such matters required
by Applicable Law to be incorporated in such Prospectus supplement or
post-effective amendment.


 


(i)            If (i) a Shelf Registration is filed
pursuant to Section 3 or (ii) a Prospectus contained in an Exchange Offer
Registration Statement filed pursuant to Section 2 is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Securities during the Applicable Period,  cooperate with the selling Holders, such
Participating Broker-Dealer and the manag­ing underwriters, if any, to
facilitate the timely preparation and delivery of certifi­cates representing
Registrable Securities to be sold, which certificates shall not bear any
restrictive legends and shall be in a form eligible for deposit with The Deposi­tory
Trust Company (“DTC”); and enable
such Registrable Securities to be in such denominations and registered in such
names as the managing underwriters, if any, such Participating Broker-Dealer or
the Holders may request.


 


(j)            If (i) a Shelf Registration is filed
pursuant to Section 3 or (ii) a Prospectus contained in an Exchange Offer
Registration Statement filed pursuant to Section 2 is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Securities during the Applicable Period, upon the occurrence of any
event contemplated by Section 5(e)(iv), 5(e)(v) or 5(e)(vi), as promptly as
practicable prepare a post-effective amendment to the Registration Statement, a
supplement to the related Prospectus or a supplement or amendment to any such
document incorporated or deemed to be incorporated therein by reference, or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities being sold thereunder or to the
purchas­ers of the Exchange Securities to whom such Prospectus will be
delivered by a Participating Broker-Dealer, such Prospectus will not contain an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or neces­sary to make the statements therein, in light of
the circumstances under which they were made, not misleading, and, if SEC
review is required, use their respective reasonable best efforts to cause such
post-effective amendment to be declared effective as soon as practicable.


 


16
















 


(k)           Use their respective reasonable best
efforts to cause the Securities covered by a Registration Statement to be rated
with the appropriate rating agencies, if appropriate, and if so requested by
the holders of a majority in aggregate principal amount of Securities covered
by such Registration Statement or the managing underwriters, if any.


 


(l)            Prior to the effective date of the
first Registration Statement relating to the Securities, (i) provide the
applicable trustee with printed certificates for the Securities in a form
eligible for deposit with DTC and (ii) provide a CUSIP number for each of the
Securities.


 


(m)          Use their respective reasonable best
efforts to cause all Securities covered by such Registration Statement to be
listed on each securities exchange, if any, on which similar debt securities
issued by the Company are then listed.


 


(n)           If a Shelf Registration is filed
pursuant to Section 3, enter into such agreements (including, if requested by
the underwriter(s), if any, an underwriting agreement in form, scope and
substance as is customary in Underwritten Offerings) and take all such other
actions in connection therewith (including those reasonably requested by the
managing underwriters, if any, or, if the registration is not an Underwritten
Offering, the Holders of a majority in aggregate principal amount of
Registrable Securities being sold) in order to expedite or facilitate the
registration or the disposi­tion of such Registrable Securities, and in such
connection, whether or not an underwriting agreement is entered into and
whether or not the registration is an Underwritten Registration, (i) make such
representations and warranties to the Holders and the underwriters, if any,
with respect to the business of the Company and their respective subsidiaries,
if any, and the Registration Statement, Prospectus and docu­ments, if any,
incorporated or deemed to be incorporated by reference therein, in each case,
in form, substance and scope as are customarily made by issuers to underwriters
in Underwritten Offerings, and confirm the same if and when reason­ably
requested; (ii) obtain opinions of counsel to the Company and the Guarantors
and updates thereof (which counsel and opinions (in form, scope and substance)
shall be reasonably satisfactory to the managing underwriters, if any, and
Special Counsel), addressed to each selling Holder and each of the
underwriters, if any, covering the matters customarily covered in opinions
requested in Underwritten Offerings; (iii) obtain “cold comfort” letters and
updates thereof (which letters and updates (in form, scope and substance) shall
be reasonably satisfactory to the managing underwriters, if any, or, if the
registration is not an Underwritten Offering, Special Counsel) from the
independent certified public accountants of the Company and the Guarantors
(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 be, included in
the Registration Statement), addressed to each of the underwriters and


 


17
















 


each selling Holder, such
letters to be in customary form and covering matters of the type customarily
covered in “cold comfort” letters in connection with Underwritten Offerings and
such other matters as reasonably requested by the managing underwriters, if
any, or, if the registration is not an Underwritten Offering, the Holders of a
majority in aggregate principal amount of Registrable Securities being sold;
and (iv) deliver such documents and certificates as may be reasonably requested
by the Holders of a majority in principal amount of the Registrable Securities
being sold and the managing under­writers, if any, to evidence the continued
validity of the representations and warran­ties of the Company and the
Guarantors and their respective subsidiaries, if any, made pursuant to clause
(i) above and to evidence compliance with any conditions contained in the
underwriting agreement or other similar agreement entered into by the Company
and the Guarantors.


 


(o)           Comply with all applicable rules and
regulations of the SEC and make generally available to their respective
security holders earnings statements satisfying the provisions of Section 11(a)
of the Securities Act and Rule 158 thereunder (or any similar rule promulgated
under the Securities Act) no later than 45 days after the end of any 12-month
period (or 90 days after the end of any 12-month period if such period is a
fiscal year) (i) commencing on the first day of the fiscal quarter following
each fiscal quarter in which Registrable Securities are sold to underwriters in
a firm commitment or best efforts underwritten offering and (ii) if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company after the effective date of a Registration
Statement, which statements shall cover said 12-month periods.


 


(p)           Upon consummation of an Exchange
Offer or Private Exchange, obtain an opinion of counsel to the Company and the
Guarantors (in form, scope and substance reasonably satisfactory to the Initial
Purchasers), addressed to all Holders participating in the Exchange Offer or
Private Exchange, as the case may be, to the effect that (i) the Company and
the Guarantors have duly authorized, executed and delivered the Exchange
Securities or the Private Exchange Securities, as the case may be, and the
Indenture and (ii) the Exchange Securities or the Private Exchange Securities,
as the case may be, and the Indenture constitute legal, valid and binding
obligations of the Company and the Guarantors, enforceable against the Company
and the Guarantors in accordance with their respective terms, except as such
enforcement may be subject to (A) applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors’ rights and
remedies generally and (B) general principles of equity (regardless of whether
such enforcement is sought in a proceed­ing in equity or at law).


 


(q)           If an Exchange Offer or Private
Exchange is to be consummated, upon delivery of the Registrable Securities by
such Holders to the Company and the


 


18
















 


Guarantors (or to such other
Person as directed by the Company and the Guarantors) in exchange for the
Exchange Securities or the Private Exchange Securities, as the case may be, the
Company and the Guarantors shall mark, or caused to be marked, on such
Registrable Securities that such Registrable Securities are being cancelled in
ex­change for the Exchange Securities or the Private Exchange Securities, as
the case may be, and in no event shall such Registrable Securities be marked as
paid or otherwise satisfied.


 


(r)            Cooperate with each seller of
Registrable Securities covered by any Registration Statement and each
underwriter, if any, participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required
to be made with the NASD.


 


(s)           Use their respective reasonable best
efforts to take all other steps necessary to effect the registration of the
Registrable Securities covered by a Regis­tration Statement contemplated
hereby.


 


Each Holder and each Participating
Broker-Dealer agrees by acquisition of such Registrable Securities or Exchange
Securities that, upon receipt of written notice from the Company and the
Guarantors of the happening of any event of the kind described in Section
5(e)(ii), 5(e)(iii), 5(e)(iv), 5(e)(v) or 5(e)(vi), such Holder will forthwith
discontinue disposition (in the jurisdictions specified in a notice of a
5(e)(iv) event, and elsewhere in a notice of a 5(e)(ii), 5(e)(iv), 5(e)(v) or
5(e)(vi) event) of such Securities covered by such Registration Statement or
Prospectus until the earlier of (i) such Holder’s receipt of the copies of the
amended or supplemented Prospectus contemplated by Section 5(j); or (ii) the
time such Holder is advised in writing (the “Advice”)
by the Company and the Guarantors that offers or sales in a particular jurisdiction
may be resumed, or that the use of the applicable Prospectus may be resumed, as
the case may be, and has received copies of any amendments or supplements
thereto.  If the Company and the
Guarantors shall give such notice, each of the Effectiveness Period and the
Applicable Period shall be extended by the number of days during such periods
from and including the date of the giving of such notice to and including the
date when each seller of such Securities covered by such Registration Statement
shall have received (x) the copies of the amended or supplemented Prospectus
contemplated by Section 5(j) or (y) the Advice.


 


6.                                       Registration Expenses.


 


(a)           All fees and expenses incident to the
performance of or compliance with this Agreement by the Company and the
Guarantors shall be borne by the Company and the Guarantors whether or not the
Exchange Offer is consummated or the Exchange Offer Registration Statement or a
Shelf Registration is filed or becomes effective, including, without
limitation:


 


19
















 


(i)            all registration and filing fees
(including, without limitation, (A) fees with respect to filings required to be
made with the NASD and (B) fees and expenses of compliance with state
securities or Blue Sky laws (including, without limitation, reasonable fees and
disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Securities or Exchange Securities and determination of the
eligibility of the Registrable Securities or Exchange Securities for investment
under the laws of such jurisdictions (x) where the Holders are located, in the
case of the Exchange Securities, or (y) as provided in Section 5(f), in the
case of Registrable Securities or Exchange Securities to be sold by a Participating
Broker-Dealer during the Applicable Period));


 


(ii)           printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities or
Exchange Securities in a form eligible for deposit with DTC and of printing
prospectuses if the printing of prospec­tuses is requested by the managing
underwriters, if any, or, in respect of Registrable Securities or Exchange
Securities to be sold by a Participating Broker-Dealer during the Applicable
Period, by the Holders of a majority in aggregate principal amount of the
Registrable Securities included in any Registration Statement or of such Ex­change
Securities, as the case may be);


 


(iii)          messenger, telephone, duplication,
word processing and delivery expenses incurred by the Company and the
Guarantors in the performance of their obligations hereunder;


 


(iv)          fees and disbursements of counsel for
the Company, the Guaran­tors and, subject to Section 6(b), the Holders;


 


(v)           fees and disbursements of all
independent certified public accountants referred to in Section 5(n)(iii)
(including, without limitation, the ex­penses of any special audit and “cold
comfort” letters required by or incident to such performance);


 


(vi)          fees and expenses of any “qualified
independent underwriter” or other independent appraiser participating in an
offering pursuant to Section 3 of Schedule E to the By-laws of the NASD, but
only where the need for such a “quali­fied independent underwriter” arises due
to a relationship with the Company and the Guarantors;


 


(vii)         Securities Act liability insurance, if
the Company and the Guaran­tors so desire such insurance;


 


(viii)        fees and expenses of all other Persons,
including special experts, retained by the Company or the Guarantors; internal
expenses of the


 


20
















 


Company and the Guarantors
(including, without limitation, all salaries and expenses of their respec­tive
officers and employees performing legal or accounting duties), and the expenses
of any annual audit; and


 


(ix)           rating agency fees and the fees and
expenses incurred in connection with the listing of the Securities to be
registered on any securities exchange.


 


(b)           The Company and the Guarantors shall
reimburse the Holders for the reasonable fees and disbursements of not more
than one counsel (in addition to appropriate local counsel) chosen by the
Holders of a majority in aggregate principal amount of the Registrable
Securities to be included in any Registration Statement and other reasonable
and necessary out-of-pocket expenses of the Holders incurred in connection with
the registration of the Registrable Securities.


 


7.                                       Indemnification.


 


(a)           Indemnification
by the Company and the Guarantors. 
The Company and the Guarantors, jointly and severally, shall, without limitation
as to time, indemnify and hold harmless each Holder and each Participating
Broker-Dealer, each Person who controls (within the meaning of Section 15 of
the Securities Act or Section 20(a) of the Exchange Act (any of such
persons being hereinafter referred to as a “controlling
person”)) each such Holder and any such Participating Broker-Dealer
and the members, managers, officers, directors, partners, employees,
representatives and agents of each such Holder, Participating Broker-Dealer and
controlling person (collectively, the “Holder
Indemnified Parties”), to the fullest extent lawful, from and
against any and all losses, claims, damages, liabilities, costs (including,
without limitation, costs of preparation and reasonable attorneys’ fees) and
expenses (includ­ing, without limitation, costs and expenses incurred in
connection with investigating, preparing, pursuing or defending against any of
the foregoing) (collectively, “Losses”),
as incurred, arising out of or based upon any untrue or alleged untrue
statement of a material fact contained in any Registration Statement,
preliminary prospectus, Prospectus or form of prospectus, or in any amendment
or supplement thereto, or 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, that
neither the Company nor any Guarantor shall be liable under the indemnity
provided in this Section 7(a) to any Holder Indemnified Party for any Losses
that (A) result solely from an untrue statement of a material fact
contained in, or the omission of a material fact from, any preliminary
prospectus, which untrue statement or omission was completely corrected in the
Prospectus (as then amended or supplemented) if it shall have been determined
by a court of competent jurisdiction by final and nonappealable judgment that
(1) such Holder


 


21
















 


Indemnified Party sold the
Registrable Securities or Exchange Securities to the person alleging such Loss
and failed to send or give, at or prior to the written confirmation of such
sale, a copy of the Prospectus (as then amended or supplemented), if required
by law to have so delivered it, and (2) the Company had previously furnished
copies of the corrected Prospectus to such Holder Indemnified Party within a
reasonable amount of time prior to such sale or such confirmation, and (3) the
corrected Prospectus, if delivered, would have been a complete defense against
the person asserting such Loss; or (B) are based upon information relating
to such Holder or Participating Broker-Dealer and fur­nished in writing to the
Company and the Guarantors by such Holder or Participating Broker-Dealer
expressly for use in such Registration Statement, preliminary prospectus or
Prospectus, or amendment or supplement thereto. The Company and each of the
Guarantors shall also indemnify underwriters, selling brokers, dealer managers
and similar securities industry professionals participating in the
distribution, their members, managers, officers, directors, agents and
employees and each of their respective controlling persons to the same extent
as provided above with respect to the indemnification of the Holder Indemnified
Parties.


 


(b)           Indemnification
by Holders of Registrable Securities.  In connection with any Registration
Statement, preliminary prospectus, Prospectus or form of prospectus, or any
amendment or supplement thereto, in which a Holder is participat­ing, such
Holder shall furnish to the Company and the Guarantors in writing such
information as the Company and the Guarantors reasonably request for use in
connec­tion with any such Registration Statement, preliminary prospectus,
Prospectus or form of prospectus, any amendment or supplement thereto, and
shall, severally and not jointly, without limitation as to time, indemnify and
hold harmless the Company and the Guarantors, their respective members,
managers, directors, officers, agents and employees, each controlling person of
the Company or any of the Guarantors and the members, managers, directors,
officers, agents or employees of such controlling persons, to the fullest
extent lawful, from and against any and all Losses, as incurred, arising out of
or based upon any untrue or alleged untrue statement of a material fact
contained in any such Registration Statement, preliminary prospectus,
Prospectus or form of prospectus, or any amendment or supplement thereto, or
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 to the extent, but
only to the extent, that such untrue statement or alleged untrue statement of a
material fact or omission or alleged omission of a material fact is contained
in or omitted from any information so furnished in writing by such Holder to
the Company and the Guarantors expressly for use in any Registration Statement,
preliminary prospectus, Prospectus or form of prospectus, or any amendment or
supplement thereto.  In no event shall
the liability of any selling Holder be greater in amount than such Holder’s
Maximum Contribu­tion Amount (as defined below).


 


22
















 


(c)           Conduct
of Indemnification Proceedings. 
If any Proceeding shall be brought or asserted against any Person
entitled to indemnification hereunder (an “indemnified
party”), such indemnified party shall promptly notify the party or
parties from which such indemnification is sought (the “indemnifying parties”) in writing; provided, that the failure to so notify
the indemnifying parties shall not relieve the indemnifying parties from any
obligation or liability except to the extent (but only to the extent) that it
shall be finally determined by a court of competent jurisdiction (which
determination is not subject to appeal) that the indemnifying parties have been
prejudiced materially by such failure.


 


The indemnifying parties shall have the
right, exercisable by giving written notice to an indemnified party, within 20
Business Days after receipt of written notice from such indemnified party of
such Proceeding, to assume, at their expense, the defense of any such
Proceeding; provided, that an
indemnified party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such indemnified party or parties
unless: (i) the indemnifying parties have agreed to pay such fees and expenses;
(ii) the indemnifying parties shall have failed promptly to assume the defense
of such Proceeding or shall have failed to employ counsel reasonably
satisfactory to such indemnified party; or (iii) the named parties to any such
Proceeding (including any impleaded parties) include both such indemnified
party and one or more indemnifying parties (or any affiliates or controlling
persons of any of the indemnifying parties), and such indemnified party shall
have been advised by counsel that there may be one or more defenses available
to such indem­nified party that are in addition to, or in conflict with, those
defenses available to the indemnifying party or such affiliate or controlling
person (in which case, if such indemnified party notifies the indemnifying
parties in writing that it elects to employ separate counsel at the expense of
the indemnifying parties, the indemnifying parties shall not have the right to
assume the defense thereof and the reasonable fees and expenses of such counsel
shall be at the expense of the indemnifying parties; it being understood,
however, that, the indemnifying parties shall not, in connection with any one
such Proceeding or separate but substantially similar or related Proceedings 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 (together with appropriate local counsel) at any time for
such indemnified party).


 


No indemnifying party shall be liable for any
settlement of any such Proceed­ing effected without its written consent, but if
settled with its written consent, or if there be a final judgment for the
plaintiff in any such Proceeding, each indemnifying party jointly and severally
agrees, subject to the exceptions and limitations set forth above, to indemnify
and hold harmless each indemnified party from and against any and all Losses by
reason of such settlement or judgment. 
The indemnifying party shall not consent to the entry of any judgment or
enter into any settlement that does


 


23
















 


not include as an unconditional
term thereof the giving by the claimant or plaintiff to each indemnified party
of a release, in form and substance reasonably satisfactory to the indemnified
party, from all liability that may arise from such Proceeding or the subject
matter thereof (whether or not any indemnified party is a party thereto).


 


(d)           Contribution.  If the indemnification provided for in this
Section 7 is unavailable to an indemnified party or is insufficient to hold
such indemnified party harmless for any Losses in respect of which this Section
7 would otherwise apply by its terms (other than by reason of exceptions
provided in this Section 7), then each applicable indemnifying party, in lieu
of indemnifying such indemnified party, shall have a joint and several
obligation to contribute to the amount paid or payable by such indemnified
party as a result of such Losses, (i) in such proportion as is appro­priate to
reflect the relative benefits received by the indemnifying party, on the one
hand, and such indemnified party, on the other hand, from the sale of
Registrable Securities, or (ii) if the allocation provided by clause (i) above
is not permitted by Applicable Law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with the actions,
statements or omissions that resulted in such Losses as well as any other
relevant equitable considerations.  The
relative fault of such indemnifying party, on the one hand, and indemnified
party, on the other hand, shall be determined by reference to, among other
things, whether any untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or indemnified party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent any such statement or omission. 
The amount paid or payable by an indemnified party as a result of any
Losses shall be deemed to include any legal or other fees or expenses incurred
by such party in connection with any Proceeding, to the extent such party would
have been indemnified for such fees or expenses if the indemnification provided
for in Section 7(a) or 7(b) was available to such party.


 


The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 7(d) were
determined by pro rata allocation or by any other method of allocation that
does not take account of the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of this Section
7(d), an indemnifying party that is a selling Holder shall not be required to
contribute, in the aggregate, any amount in excess of such Holder’s Maximum
Contribution Amount.  A selling Holder’s
“Maximum Contribution Amount”
shall equal the excess, if any, of (i) the aggregate proceeds received by such
Holder pursuant to the sale of the Registrable Securities giving rise to such
indemnification obligation over (ii) the aggregate amount of damages that 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


 


24
















 


(within the meaning of Section
10(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresen­tation.  The Holders’ obligations to contribute
pursuant to this Section 7(d) are several in proportion to the respective
principal amount of the Registrable Securities held by each Holder hereunder
and not joint.


 


The indemnity and contribution agreements
contained in this Section 7 are in addition to any liability that the
indemnifying parties otherwise may have to the indemnified parties.


 


8.                                       Rule 144 and Rule 144A.


 


The Company covenants that (a) during any
period that it is required to file reports under the Securities Act or the
Exchange Act, it shall file all reports required to be filed by it in a timely
manner in order to permit resales of Registrable Securities pursuant to Rule
144 under the Securities Act and (b) during any period that it is not required
to file such reports, it shall, upon the request of any Holder, make available
to each Holder or beneficial owner of Registrable Securities and to any
prospective purchaser of Registrable Securities designated by such Holder or
beneficial owner the information required by Rule 144A(d)(4) under the
Securities Act to permit resales of Registrable Securities pursuant to Rule
144A.  The Company shall take such
further action as any Holder may reasonably request, all to the extent required
from time to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act pursuant to the exemptions provided by
Rule 144 and Rule 144A.  Upon the request
of any Holder, each of the Company and the Guarantors shall deliver to such
Holder a written statement as to whether such Issuer or Guarantor has complied
with such information requirements. 
Nothing in this Section 8 shall be deemed to require the Company to
register any Securities pursuant to the Exchange Act.


 


9.                                       Underwritten Registrations.


 


If any of the Registrable Securities covered
by any Shelf Registration are to be sold in an Underwritten Offering, the
investment banker or investment bankers and manager or managers that will
manage the offering will be selected by the Holders of a majority in aggregate
principal amount of such Registrable Securities included in such offering and
shall be reasonably acceptable to the Company.


 


No Holder may participate in any Underwritten
Registration hereunder unless such Holder (a) agrees to sell such Holder’s
Registrable Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereun­der to approve such arrangements and
(b) completes and executes all questionnaires, powers of attorney, underwriting
agreements and other documents reasonably


 


25
















 


required under the terms of
such underwriting arrangements.


 


10.                                 Miscellaneous.


 


(a)           Remedies.  In the event of a breach by the Company or
any of the Guarantors of any of their respective obligations under this
Agreement, each Holder, in addition to being entitled to exercise all rights
provided herein, in the Indenture or, in the case of the Initial Purchasers, in
the Purchase Agreement, or granted by law, including recovery of damages, will
be entitled to specific perfor­mance of its rights under this Agreement.  The Company and the Guarantors agree that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by the Company or any of the Guarantors of any of the
provisions of this Agreement and hereby further agree that, in the event of any
action for specific performance in respect of such breach, the Company and the
Guarantors shall waive the defense that a remedy at law would be adequate.


 


(b)           No
Inconsistent Agreements.  The
Company and the Guarantors have not entered into, as of the date hereof, and
shall not enter into, after the date of this Agreement, any agreement with
respect to any of their respective securities that is inconsistent with the
rights granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof.


 


(c)           Amendments
and Waivers.  The provisions
of this Agreement, including the provisions of this sentence, may not be
amended, modified or supple­mented, and waivers or consents to departures from
the provisions hereof may not be given, unless the Company has obtained the
written consent of Holders of at least a majority of the then outstanding
aggregate principal amount of Registrable Securi­ties; provided, that Sections 4(a) and 7 shall
not be amended, modified or supple­mented, and waivers or consents to
departures from this proviso may not be given, unless the Company has obtained
the written consent of each Holder. 
Notwithstand­ing the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose securities 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 Holders of at least a majority in aggregate principal
amount of the Registrable Securities being sold by such Holders pursuant to
such Registration Statement; provided
that the provisions of this sentence may not be amended, modified or
supplemented except in accor­dance with the provisions of the immediately
preceding sentence.


 


(d)           Notices.  All notices and other communications
(including, without limitation, any notices or other communications to the
Trustee) provided for or permitted hereunder shall be made in writing by
hand-delivery, certified first-class mail with return receipt requested,
next-day air courier or facsimile:


 


26
















 


(i)            if to a Holder, at the most current
address given by such Holder to the Company in accordance with the provisions
of this Section 10(d), which address initially is, with respect to each Holder,
the address of such Holder maintained by the Registrar (as defined in the
Indenture), with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, 300
South Grand Avenue, Suite 3400, Los Angeles, California 90071, facsimile number
(213) 687-5600, Attention:  Nicholas P.
Saggese, Esq.; and


 


(ii)           if to the Company or any of the
Guarantors, initially at The Wornick Company, 10825 Kenwood Road, Cincinnati,
Ohio 45242, facsimile number: (956) 682-7810, Attention: Larry L. Rose, with
copies to Schulte Roth & Zabel LLP, 919 Third Avenue, New York, 10022,
facsimile number (212) 593-5955, Attention: 
Benjamin M. Polk, Esq. and Winston & Strawn LLP, 200 Park Avenue,
New York, New York 10166, facsimile number: (212) 294-4700, Attention: David A.
Sakowitz, Esq., and thereafter at such other address, notice of which is given
in accordance with the provisions of this Section 10(d).


 


All such notices and communications shall be
deemed to have been duly given: when delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; one Business Day after being timely delivered to a next-day
air courier, if sent by next-day air courier; and when receipt is acknowledged
by the addressee, if sent by facsimile.


 


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


 


(e)           Successors
and Assigns.  This Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties hereto, 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 Securities in violation of the Purchase Agreement or the
Indenture.


 


(f)            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.


 


(g)           Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.  When a reference is made
in this Agreement to a Section, paragraph, subparagraph, Schedule or Exhibit,
such reference shall mean a Section, paragraph, subparagraph, Schedule


 


27
















 


or Exhibit to this Agreement
unless otherwise indicated.  The words “include,” “includes,” and “including”
when used in this Agreement shall be deemed in each case to be followed by the
words “without limitation.”  The phrases “the date of this Agreement,” “the date hereof,” and terms of similar import, unless the
context otherwise requires, shall be deemed to refer to June  30,
2004.  The words “hereof,” “herein,”
“herewith,”  “hereby”
and “hereunder” and words of
similar import shall, unless otherwise stated, be construed to refer to this
Agreement as a whole and not to any particular provision of this Agreement.


 


(h)           GOVERNING
LAW.  THIS AGREEMENT SHALL BE
CON­STRUED AND INTERPRETED, AND THE RIGHTS OF THE PARTIES SHALL BE DETERMINED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT
LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW AND RULE 327(b) OF NEW YORK CIVIL PRACTICE LAWS AND RULES.  THE COMPANY AND EACH GUARANTOR HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN
THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FED­ERAL COURT SITTING
IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND IRREVOCA­BLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENER­ALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.  THE COMPANY AND EACH GUARANTOR IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW,
TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 
THE COMPANY AND EACH GUARANTOR IRREVOCABLY CON­SENTS, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS
OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
THE COMPANY OR SUCH GUARANTOR, AS THE CASE MAY BE, AT ITS ADDRESS SET FORTH
HEREIN, SUCH SER­VICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.  NOTH­ING HEREIN SHALL AFFECT THE RIGHT OF THE
INITIAL PURCHASER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY OR ANY OF
THE GUARANTORS IN ANY OTHER JURISDICTION.


 


28
















 


(i)            Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their respective reasonable best efforts to find
and employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unen­forceable.


 


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


 


(k)           Attorneys’
Fees.  In any Proceeding
brought to enforce any provision of this Agreement, or where any provision
hereof is validly asserted as a defense, the prevailing party, as determined by
the courts, shall be entitled to recover reasonable attorneys’ fees in addition
to its costs and expenses and any other available remedy.


 


(l)            Securities
Held by the Company or its Affiliates.  Whenever the consent or approval of Holders
of a specified percentage of the principal amount of Registrable Securities is
required hereunder, Registrable Securities held by the Company or its
affiliates (as such term is defined in Rule 405 under the Securities Act)
(other than Holders deemed to be such affiliates solely by reason of their
holdings of such Registrable Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage.


 


[signature pages follow this page]


 


29
















 


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


 


 


	
   

  	
  THE WORNICK COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Robert B. McKeon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert B.
  McKeon

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chairman of
  the Board

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RIGHT AWAY MANAGEMENT

  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Robert B. McKeon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert B.
  McKeon

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chairman of
  the Board

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE WORNICK COMPANY RIGHT AWAY

  DIVISION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Robert B. McKeon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert B.
  McKeon

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chairman of
  the Board

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE WORNICK COMPANY RIGHT AWAY

  DIVISION, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Right Away Management
  Corporation, its

  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Robert B. McKeon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert B.
  McKeon

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chairman of
  the Board

  	
   

  
								



 
















 


ACCEPTED AND AGREED TO:


 


JEFFERIES
& COMPANY, INC.


 


 


	
  By:

  	
  /s/ M. Brent Stevens

  	
   

  	
   

  
	
   

  	
  Name:

  	
  M. Brent
  Stevens

  	
   

  
	
   

  	
  Title:

  	
  Executive
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CIBC WORLD MARKETS CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Brian S. Perman

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Brian S.
  Perman

  	
   

  
	
   

  	
  Title:

  	
  Managing
  Director