exv4w5






EXHIBIT 4.5




$200,000,000




CPM HOLDINGS, INC.



105/8% Senior Secured Notes due 2014



REGISTRATION RIGHTS AGREEMENT



     August 18, 2009



JEFFERIES & COMPANY, INC.
 as
representative of the
 Initial
Purchasers named on
 Schedule I
to the Purchase Agreement



520 Madison Avenue

New York, New York 10022



Ladies and Gentlemen:




     CPM Holdings, Inc., a Delaware corporation (the “Company”), is issuing and selling to
Jefferies & Company, Inc. and the other initial purchasers listed on Schedule I to the Purchase
Agreement (as defined below) (collectively, the “Initial Purchasers”), upon the terms set
forth in the Purchase Agreement, dated August 11, 2009, by and among the Company, the Initial
Purchasers and the guarantors named therein (the “Purchase Agreement”), $200,000,000
aggregate principal amount of 105/8% Senior Secured Notes due 2014 issued by the Company (each,
together with the related guarantees, a “Note” and collectively, the “Notes”). As
an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the
Guarantors (as defined below) agree with the Initial Purchasers, for the benefit of the Holders (as
defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:




	1.	 	Definitions





     Capitalized terms that are used herein without definition and are defined in the Purchase
Agreement shall have the respective meanings ascribed to them in the Purchase Agreement. As used in
this Agreement, the following terms shall have the following meanings:



     Advice: See Section 5(v).



     Agreement: This Registration Rights Agreement, dated as of the Closing Date, among the
Company, the Guarantors party hereto and the Initial Purchasers.



     Applicable Period: See Section 2(e).



     Blackout Period: See Section 3(e).



     Business Day: A day that is not a Saturday, a Sunday or a day on which banking institutions in
the City of New York are authorized or required by law or executive order to be closed.



     Closing Date: August 18, 2009.



 









 





     Company: See the introductory paragraph to this Agreement.



     Effectiveness Date: The 90th day following the date that the Exchange Offer
Registration Statement is filed with the SEC.



     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 Notes: Senior Secured Notes due 2014 of the Company registered under the Securities
Act, identical in all material respects to the Notes, including the guarantees relating thereto,
except for restrictive legends and Special Interest provisions.



     Exchange Offer: See Section 2(a).



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



     Filing Date: December 31, 2010.



     FINRA: Financial Industry Regulatory Authority.



     Guarantors: Each subsidiary of the Company that guarantees the obligations of the Company
under the Notes and the Indenture.



     Holder: Any registered holder of Registrable Notes.



     Indemnified Party: See Section 7(c).



     Indemnifying Party: See Section 7(c).



     Indenture: The Indenture, dated as of the Closing Date, among the Company, the Guarantors and
Wilmington Trust FSB, 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 Purchasers: See the introductory paragraph to this Agreement.



     Initial Shelf Registration Statement: See Section 3(a).



     Inspectors: See Section 5(o).



     Issue Date: August 18, 2009.



     Lien: Has the meaning set forth in the Indenture.



     Losses: See Section 7(a).



     Maximum Contribution Amount: See Section 7(d).



2









 





     Notes: See the introductory paragraph to this Agreement.



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



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



     Private Exchange: See Section 2(f).



     Private Exchange Notes: See Section 2(f).



     Prospectus: The prospectus included in any Registration Statement (including, without
limitation, a prospectus that discloses information previously omitted from a prospectus filed as
part of an effective registration statement in reliance upon Rule 430A promulgated 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 Registrable Notes 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.



     Purchase Agreement: See the introductory paragraph to this Agreement.



     Records: See Section 5(o).



     Registrable Notes: Notes and Private Exchange Notes received in the Exchange Offer, in each
case, until they have been sold, exchanged or transferred pursuant to an effective Registration
Statement or pursuant to Rule 144.



     Registration Statement: Any registration statement of the Company and the Guarantors filed
with the SEC under the Securities Act (including, but not limited to, the Exchange Offer
Registration Statement, the Shelf Registration Statement and any Subsequent Shelf Registration
Statement) that covers any of the Registrable Notes pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such registration statement, including
post-effective amendments, all exhibits and all material incorporated by reference or deemed to be
incorporated by reference in such registration statement.



     Rule 144: Rule 144 promulgated 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
providing for offers and sales of securities made in compliance therewith resulting in offers and
sales by subsequent holders that are not affiliates of an issuer of such securities being free of
the registration and prospectus delivery requirements of the Securities Act.



     Rule 144A: Rule 144A promulgated 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 promulgated 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.



     Rule 430A: Rule 430A promulgated 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.



3









 





     SEC: The United States Securities and Exchange Commission.



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



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



     Shelf Notice: See Section 2(i).



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



     Special Interest: See Section 4(a).



     Subsequent Shelf Registration Statement: See Section 3(b).



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



     Trustee: The trustee under the Indenture and, if existent, the trustee under any indenture
governing the Exchange Notes and Private Exchange Notes (if any).



     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)	 	Unless the Exchange Offer would not be permitted by applicable laws or a
policy of the SEC, the Company shall (and shall cause each Guarantor to) (i) no later
than the Filing Date, prepare and file with the SEC a registration statement (the
“Exchange Offer Registration Statement”) on an appropriate form under the
Securities Act with respect to an offer (the “Exchange Offer”) to exchange the
Notes for Exchange Notes guaranteed by the Guarantors which shall have terms
substantially identical in all material respects to the Notes, (ii) use all
commercially reasonable efforts to cause the Exchange Offer Registration Statement to
become effective no later than the Effectiveness Date, (iii) use all commercially
reasonable efforts to keep the Exchange Offer Registration Statement effective until
the consummation of the Exchange Offer in accordance with its terms, and (iv) commence
the Exchange Offer and use all commercially reasonable efforts to issue, on or prior to
30 Business Days after the date that the Exchange Offer Registration Statement is
declared effective by the SEC (or such longer period if required by applicable
securities laws), Exchange Notes 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 Notes and the Private Exchange Notes 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 qualifications thereof under the TIA), which in
either case will provide that (i) the Exchange Notes will not be subject to the
registration rights, transfer restrictions or Special Interest provisions set forth in
the Indenture, (ii) the Private Exchange Notes will be subject to the transfer
restrictions set forth in the Indenture and




4









 






	 	 	 	(iii) the Exchange Notes, the Private Exchange Notes and the Notes, if any, will be
deemed one class of security (subject to the provisions of the Indenture) and
entitled to participate in all the security granted by the Company pursuant to the
Collateral Agreements (to the extent provided therein) and in any Guarantee (as such
terms are defined in the Indenture) on an equal and ratable basis.






	 	(c)	 	Interest on the Exchange Notes and Private Exchange Notes will accrue from (i)
the later of (x) the last interest payment date on which interest was paid on the Notes
surrendered in exchange therefor or (y) if the Note is surrendered for exchange on a
date in a period which includes the record date for an interest payment date to occur
on or after the date of such exchange and as to which interest will be paid, the date
of such interest payment date or (ii) if no interest has been paid on the Notes, from
the Issue Date. Each Exchange Note and Private Exchange Note shall bear interest at
the rate set forth thereon.






	 	(d)	 	The Company may require each Holder as a condition to participation in the
Exchange Offer to represent to the Company that at the time of the commencement and
consummation of the Exchange Offer, (i) any Exchange Notes received by such Holder will
be acquired in the ordinary course of its business, (ii) such Holder has not entered
into any arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Notes in
violation of the provisions of the Securities Act, (iii) such Holder is not an
“affiliate” (as defined in Rule 405 of the Securities Act) of the Company or if such
Holder is an affiliate such Holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable, (iv) if such
Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage
in, the distribution of the Exchange Notes and (v) if such Holder is a Participating
Broker-Dealer that will receive Exchange Notes 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 in connection with any resale of the Exchange Notes.






	 	(e)	 	The Company shall (and shall cause each Guarantor to) include within the
Prospectus contained in the Exchange Offer Registration Statement a section entitled
“Plan of Distribution” reasonably acceptable to the Initial Purchasers which shall
contain all of the information that the SEC may require 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 Notes received by such broker-dealer in
the Exchange Offer for its own account in exchange for Notes that were acquired by it
as a result of market-making activities or other trading activities (a
“Participating Broker-Dealer”), whether such positions or policies have been
publicly disseminated by the staff of the SEC or such positions or policies, in the
judgment of the Initial Purchasers, represent the prevailing views of the staff of the
SEC. Such “Plan of Distribution” section shall also allow, to the extent permitted by
applicable policies and regulations of the SEC, the use of the Prospectus by all
Persons subject to the prospectus delivery requirements of the Securities Act,
including, to the extent so permitted, all Participating Broker-Dealers, and include a
statement describing the manner in which Participating Broker-Dealers may resell the
Exchange Notes. The Company shall use all commercially reasonable efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
Prospectus contained therein, in order to permit such Prospectus to be lawfully
delivered by all Persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such Persons must comply with such
requirements in order to resell the Exchange Notes (the “Applicable Period”).




5









 












	 	(f)	 	If, upon consummation of the Exchange Offer, the Initial Purchasers hold any
Notes acquired by them and having the status of an unsold allotment in the initial
distribution, the Company (upon the written request from an Initial Purchaser) shall,
simultaneously with the delivery of the Exchange Notes pursuant to the Exchange Offer,
issue and deliver to such Initial Purchaser in exchange (the “Private
Exchange”) for the Notes held by such Initial Purchaser, a like principal amount of
debt securities of the Company, including guarantees relating thereto (issued under the
same Indenture as the Exchange Notes) that are identical in all material respects to
the Exchange Notes except for the existence of restrictions on transfer thereof under
the Securities Act and securities laws of the several states of the United States (the
“Private Exchange Notes”). The Private Exchange Notes shall bear the same CUSIP
number as the Exchange Notes.






	 	(g)	 	In connection with the Exchange Offer, the Company shall (and shall cause each
Guarantor to):






	 	(i)	 	mail or cause to be mailed to each Holder a copy of the Prospectus
forming part of the Exchange Offer Registration Statement, together with an
appropriate letter of transmittal (substantially in the form attached as 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 (or
longer if required by applicable law) after the date notice thereof is mailed
to the Holders;






	 	(iii)	 	utilize the services of a depository 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 thereof;






	 	(iv)	 	permit Holders to withdraw tendered Registrable 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 in all material respects with all applicable laws.






	 	(h)	 	As soon as practicable after the close of the Exchange Offer or the Private
Exchange, as the case may be, the Company shall (and shall cause each Guarantor to):






	 	(i)	 	accept for exchange all Registrable Notes validly tendered and not
validly withdrawn pursuant to the Exchange Offer or the Private Exchange, as
the case may be;






	 	(ii)	 	deliver or cause to be delivered to the Trustee for cancellation all
Registrable Notes so accepted for exchange; and






	 	(iii)	 	cause the Trustee to authenticate and deliver promptly to each
Holder tendering such Registrable Notes, Exchange Notes or Private Exchange
Notes, as the case may be, equal in principal amount to the Notes of such
Holder so accepted for exchange; provided, that, in the case of any Notes held
in global form by a depositary, authentication and delivery to such depositary
of one or more replacement Notes in global form in an equivalent principal
amount thereto for




6









 






	 	 	 	the account of such Holders in accordance with the Indenture shall satisfy
such authentication and delivery requirement.






	 	(i)	 	If (i) any change in law or in applicable interpretations thereof by the staff
of the SEC would not permit the consummation of the Exchange Offer, (ii) any Initial
Purchaser so requests with respect to the Notes (or the Private Exchange Notes) not
eligible to be exchanged for Exchange Notes in the Exchange Offer and held by it
following consummation of the Exchange Offer, or (iii) either (A) any Holder is
prohibited by applicable law or SEC policy from participating in the Exchange Offer,
(B) any Holder participating in the Exchange Offer may not resell the Exchange Notes
received 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 (other than due solely to the status of such
Holder as an affiliate of the Company within the meaning of Rule 405 the Securities
Act) or (C) any Participating Broker-Dealer holds Notes acquired directly from the
Company or one of its affiliates, and, in each case contemplated by clause (ii) or
(iii) above, such Initial Purchaser or such Holder notifies the Company in writing
thereof prior to the 20th Business Day following consummation of the
Exchange Offer, then in each case the Company shall promptly (and in any event within
five Business Days of such notification) deliver to the Holders and the Trustee notice
thereof (the “Shelf Notice”) and shall as promptly as practicable and at its
sole expense use all commercially reasonable efforts to file an Initial Shelf
Registration Statement pursuant to Section 3 hereof.






	3.	 	Shelf Registration





     If a Shelf Notice is delivered pursuant to Section 2(i)(i), then this Section
3 shall apply to all Registrable Notes. Otherwise, upon consummation of the Exchange Offer in
accordance with Section 2, the provisions of this Section 3 shall apply solely with
respect to (i) Notes held by any Holder thereof not permitted to participate in the Exchange Offer,
(ii) Private Exchange Notes, and (iii) Exchange Notes that are not freely tradable as contemplated
by Section 2(i)(iii)(B) hereof.




	 	(a)	 	Initial Shelf Registration. The Company shall, and shall cause each
Guarantor to, use all commercially reasonable efforts to 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 Notes (the “Initial Shelf Registration
Statement”) within 45 days of the delivery of the Shelf Notice and shall (and shall
cause each Guarantor to) use all commercially reasonable efforts to cause such Initial
Shelf Registration Statement to be declared effective under the Securities Act as
promptly as practicable thereafter (but in no event more than 120 days after delivery
of the Shelf Notice); provided, however, that if the Company (and each
Guarantor) has not filed an Exchange Offer Registration Statement prior to the delivery
of the Shelf Notice, then the Company shall use its best efforts to file (and shall
cause each Guarantor to file) with the SEC the Initial Shelf Registration Statement on
or prior to the Filing Date and shall use its best efforts to cause such Initial Shelf
Registration Statement to be declared effective under the Securities Act on or prior to
the Effectiveness Date. The Initial Shelf Registration Statement shall be on Form S-1
or another appropriate form permitting registration of such Registrable Notes for
resale by Holders in the manner or manners reasonably designated by them (including,
without limitation, one or more Underwritten Offerings). The Company and Guarantors
shall not permit any securities other than the Registrable Notes to be included in any
Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use
its best efforts to keep the Initial Shelf Registration Statement continuously




7









 






	 	 	 	effective under the Securities Act until the date which is two years from the Issue
Date (the “Effectiveness Period”), or such shorter period ending when (i)
all Registrable Notes covered by such Shelf Registration Statement cease to be
Registrable Notes, (ii) all Registrable Notes covered by the Initial Shelf
Registration Statement have been sold in the manner set forth and as contemplated in
the Initial Shelf Registration Statement, (iii) a Subsequent Shelf Registration
Statement covering all of the Registrable Notes covered by and not sold under the
Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration
Statement has been declared effective under the Securities Act or (iv) there cease
to be any outstanding Registrable Notes.






	 	(b)	 	Subsequent Shelf Registrations. If the Initial Shelf Registration
Statement or any Subsequent Shelf Registration Statement ceases to be effective for any
reason at any time during the Effectiveness Period (other than during a Blackout Period
or because of the sale of all of the Securities registered thereunder), the Company
shall (and shall cause each Guarantor to) use all commercially reasonable 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 amend such Shelf
Registration Statement in a manner designed to obtain the withdrawal of the order
suspending the effectiveness thereof, or file (and cause each Guarantor to file) an
additional “shelf” registration statement pursuant to Rule 415 covering all of the
Registrable Notes covered by and not sold under the Initial Shelf Registration
Statement or any earlier Registration Statement (a “Subsequent Shelf Registration
Statement”). If a Subsequent Shelf Registration Statement is filed, the Company
shall (and shall cause each Guarantor to) use all commercially reasonable efforts to
cause the Subsequent Shelf Registration Statement to be declared effective as soon as
practicable after such filing and to keep such Subsequent Shelf Registration Statement
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
Statement or any Subsequent Shelf Registration Statement was previously continuously
effective.






	 	(c)	 	Supplements and Amendments. The Company shall promptly amend any
Shelf Registration Statement and/or amend or supplement the Prospectus constituting a
part thereof if required by the rules, regulations or instructions applicable to the
registration form used for such Shelf Registration Statement, if required by the
Securities Act, or if reasonably requested in writing by the Holders of a majority in
aggregate principal amount of the Registrable Notes covered by such Shelf Registration
Statement or by any underwriter of such Registrable Notes.






	 	(d)	 	Provision of Information. No Holder shall be entitled to include any
of its Registrable Notes in any Shelf Registration Statement pursuant to this Agreement
unless such Holder furnishes to the Company and the Trustee in writing, within 20 days
after receipt of a written request therefor, such information as the Company or the
Trustee, after conferring with counsel with regard to information relating to Holders
that would be required by the SEC to be included in such Shelf Registration Statement
or Prospectus included therein, may reasonably request for inclusion in any Shelf
Registration Statement or Prospectus included therein, and no such Holder shall be
entitled to Special Interest pursuant to Section 4 hereof unless and until such
Holder shall have provided such information.






	 	(e)	 	Blackout Periods. Notwithstanding anything to the contrary contained
in this Agreement, upon notice to Holders, the Company may suspend use of the
Prospectus included in any Shelf Registration Statement in the event that and for a
period of time (a “Blackout




8









 






	 	 	 	Period”) not to exceed an aggregate of 90 days in any 12-month period if the
board of directors of the Company determines in good faith that (1) the disclosure
of an event, occurrence or other item at such time could reasonably be expected to
have a material adverse effect on the business, operations or prospects of the
Company and the Guarantors, taken as a whole, or (2) the disclosure otherwise
relates to a material business transaction which has not been publicly disclosed and
that any such disclosure would jeopardize the success of the transaction or that
disclosure of the transaction is prohibited pursuant to the terms thereof.






	4.	 	Special Interest






	 	(a)	 	Events. The Company and each Guarantor acknowledges and agrees that
the Holders of Registrable Notes will suffer damages if the Company or any Guarantor
fails to fulfill its material obligations under Section 2 or Section 3
hereof and that it would not be feasible to ascertain the extent of such damages with
precision. Accordingly, the Company and the Guarantors agree to pay additional cash
interest on the Notes (“Special Interest”) under the circumstances and to the
extent set forth below (each of which shall be given independent effect):






	 	(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 has not been declared
effective by the SEC on or prior to the Effectiveness Date;






	 	(iii)	 	if the Exchange Offer Registration Statement ceases to be effective
at any time prior to the consummation of the Exchange Offer;






	 	(iv)	 	if the Company (and any Guarantor) has not exchanged Exchange Notes
for all Notes validly tendered in accordance with the terms of the Exchange
Offer on or prior to 30 Business Days after the date that the Exchange Offer
Registration Statement is declared effective by the SEC (or such longer period
if required by applicable securities laws);






	 	(v)	 	if obligated to file an Initial Shelf Registration Statement, if the
Initial Shelf Registration Statement has not been filed with the SEC on or
prior to 45 days after delivery of the Shelf Notice;






	 	(vi)	 	if obligated to file an Initial Shelf Registration Statement, if the
Initial Shelf Registration Statement has not been declared effective by the SEC
on or prior to 120 days after delivery of the Shelf Notice;






	 	(vii)	 	if a Shelf Registration Statement is filed and declared effective by
the SEC but thereafter is withdrawn or ceases to be effective without being
succeeded within 30 days after such withdrawal or cessation of effectiveness by
a Subsequent Shelf Registration Statement filed and declared effective; or






	 	(viii)	 	if the Company issues a valid notice to suspend the use of the
Prospectus included in any Shelf Registration Statement and such suspension,
when taken together with all other suspensions, if any (but solely to the
extent not concurrent), during any 12 month period exceeds 90 days




9









 






	 	 	 	(each of the foregoing an “Event” and the date on which any such Event
occurs, an “Event Date”).






	 	(b)	 	Damages. 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 Notes, Special Interest
to each Holder, which shall accrue on the Notes over and above any stated interest at a
rate of 0.25% per annum of the principal amount of such Notes for the first 90 days
immediately following any Event Date, such Special Interest rate increasing by an
additional 0.25% per annum at the beginning of each subsequent 90-day period;
provided, that the amount of Special Interest accruing on the Notes shall not
exceed at any one time in the aggregate 1.0% per annum; provided
further, that Special Interest will not accrue under more than one of
Sections 4(a) (i) through (viii) at any one time;
provided further, that such Special Interest will, in each case, cease
to accrue (subject to the occurrence of another Event) on the date on which all Events
have been cured pursuant to Section 4(c) hereof.






	 	(c)	 	Cure. An Event under:






	 	(i)	 	Section 4(a)(i) above shall be cured upon the earlier of the
date that (A) the Exchange Offer Registration Statement is filed with the SEC
or, (B) if required pursuant to Section (2)(i), the Initial Shelf
Registration Statement is filed with the SEC;






	 	(ii)	 	Section 4(a)(ii) above shall be cured upon the earlier of the
date that (A) the Exchange Offer Registration Statement is declared effective
by the SEC or, (B), if required pursuant to Section (2)(i), the Initial
Shelf Registration Statement is declared effective;






	 	(iii)	 	Section 4(a)(iii) above shall be cured upon the earlier of
(A) the effectiveness of the Exchange Offer Registration Statement which had
ceased to remain effective or, (B) if required pursuant to Section
(2)(i), the date that the Initial Shelf Registration Statement is declared
effective;






	 	(iv)	 	Section 4(a)(iv) above shall be cured upon the earlier of the
date that (A) the Exchange Offer is consummated with respect to all Notes
validly tendered or, (B) if required pursuant to Section (2)(i), the
date that the Initial Shelf Registration Statement is declared effective;






	 	(v)	 	Section 4(a)(v) above shall be cured upon the date that the
Initial Shelf Registration Statement is filed with the SEC;






	 	(vi)	 	Section 4(a)(vi) above shall be cured upon the date that the
Initial Shelf Registration Statement is declared effective by the SEC;






	 	(vii)	 	Section 4(a)(vii) above shall be cured upon the
effectiveness of the Shelf Registration Statement which had ceased to remain
effective; and






	 	(viii)	 	Section 4(a)(viii) above shall be cured upon the day the
Prospectus in any Shelf Registration Statement the use of which was previously
suspended may be used again.




10









 












	 	(d)	 	The Company shall notify the Trustee within five Business Days after each and
every Event Date. Any amounts of Special Interest due pursuant to this Section
4(a) will be payable in cash, on the dates and in the manner provided in the
Indenture for interest payments on the Notes and whether or not any cash interest would
then be payable on such date, commencing with the first such semi-annual date occurring
after any such Special Interest commences to accrue. The amount of Special Interest
will be determined by multiplying the applicable Special Interest rate by the principal
amount of the Notes, multiplied by a fraction, the numerator of which is the number of
days such Special Interest rate was applicable during such period (determined on the
basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial
month, the actual number of days elapsed), and the denominator of which is 360.






	5.	 	Registration Procedures





     In connection with the filing of any Registration Statement pursuant to Sections 2 or
3 hereof, the Company shall (and shall cause each Guarantor to) effect such registrations
to permit the sale of such Securities covered thereby in accordance with the intended method or
methods of disposition thereof, and pursuant thereto and in connection with any Registration
Statement filed by the Company hereunder, the Company shall (and shall cause each Guarantor to):




	 	(a)	 	Prepare and file with the SEC on or prior to the Filing Date, the Exchange
Offer Registration Statement or, if the Exchange Offer Registration Statement is not
filed because of the circumstances contemplated by Section 2(i), a Shelf
Registration Statement as prescribed by Section 3, and use all commercially
reasonable efforts to cause each such Registration Statement to become effective and
remain effective as provided herein; provided that, if (i) a Shelf Registration
Statement 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 Notes during the Applicable Period, before filing any Registration
Statement or Prospectus or any amendments or supplements thereto the Company shall (and
shall cause each Guarantor to), if requested, furnish at no charge to Holders of the
Registrable Notes to be registered pursuant to such Shelf Registration Statement, each
Participating Broker-Dealer, the managing underwriters, if any, and each of their
respective counsel, a reasonable opportunity to review copies of all such documents
(including copies of any documents to be incorporated by reference therein and all
exhibits thereto) proposed to be filed (in each case at least five Business Days prior
to such filing). The Company and each Guarantor shall not (and shall not allow any of
the other Guarantors to) file any such Registration Statement or Prospectus or any
amendments or supplements thereto in respect of which the Holders must provide
information for the inclusion therein without the Holders being afforded an opportunity
to review such documentation if the holders of a majority in aggregate principal amount
of the Registrable Notes covered by such Registration Statement, or any such
Participating Broker-Dealer, as the case may be, or the managing underwriters, if any,
or any of their respective counsel shall reasonably object in writing on a timely
basis. 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 omits to state any
material fact necessary to make the statements therein not misleading or fails to
comply with the applicable requirements of the Securities Act.




11









 












	 	(b)	 	Provide an indenture trustee for the Registrable Notes, the Exchange Notes or
the Private Exchange Notes, as the case may be, and cause the Indenture (or other
indenture relating to the Registrable Notes) to be qualified under the TIA not later
than the effective date of the first Registration Statement; and in connection
therewith, to 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 all commercially reasonable 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)	 	Other than during a Blackout Period, prepare and file with the SEC such
pre-effective amendments and post-effective amendments to each Shelf Registration
Statement or Exchange Offer Registration Statement, as the case may be, as may be
necessary to keep such Registration Statement continuously effective for the
Effectiveness Period or the Applicable Period, as the case may be; 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) promulgated under the Securities Act; and comply with the provisions of the
Securities Act and the Exchange Act applicable to them with respect to the disposition
of all securities covered by such Registration Statement as so amended or in such
Prospectus as so supplemented and with respect to the subsequent resale of any
securities being sold by a Participating Broker-Dealer covered by any such Prospectus.
The Company and each Guarantor shall not (and shall not allow any other Guarantor to),
during the Applicable Period, voluntarily take any action that would result in selling
Holders of the Registrable Notes covered by a Registration Statement or Participating
Broker-Dealers seeking to sell Exchange Notes not being able to sell such Registrable
Notes or such Exchange Notes during that period, unless such action is required by
applicable law, rule or regulation or permitted by this Agreement.






	 	(d)	 	Furnish to such selling Holders and Participating Broker-Dealers who so
request in writing (i) upon the Company’s receipt, a copy of the order of the SEC
declaring such Registration Statement and any post-effective amendment thereto
effective, (ii) such reasonable number of copies of such Registration Statement and of
each amendment and supplement thereto (in each case including any documents
incorporated therein by reference and all exhibits), (iii) such reasonable number of
copies of the Prospectus included in such Registration Statement (including each
preliminary Prospectus) and each amendment and supplement thereto, and such reasonable
number of copies of the final Prospectus as filed by the Company and each Guarantor
pursuant to Rule 424(b) under the Securities Act, in conformity with the requirements
of the Securities Act and each amendment and supplement thereto, and (iv) such other
documents (including any amendments required to be filed pursuant to clause (c) of this
Section 5), as any such Person may reasonably request in writing. The Company
and the Guarantors hereby consent to the use of the Prospectus by each of the selling
Holders of Registrable Notes or 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 Notes covered by, or the sale by Participating
Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and any amendment or
supplement thereto.






	 	(e)	 	If (1) a Shelf Registration Statement is filed pursuant to Section 3,
or (2) 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




12









 






	 	 	 	seeks to sell Exchange Notes during the Applicable Period relating thereto, the
Company shall notify in writing the selling Holders of Registrable Notes, or each
such Participating Broker-Dealer, as the case may be, and the managing underwriters,
if any, promptly (but in any event within two Business Days) (i) when a Prospectus
or any Prospectus supplement 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 (including in such notice a written statement that any Holder
may, upon request, obtain, without charge, one conformed copy of such Registration
Statement or post-effective amendment including financial statements and schedules,
documents incorporated or deemed to be incorporated by reference and exhibits), (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) if at any
time when a Prospectus is required by the Securities Act to be delivered in
connection with sales of the Registrable Notes the representations and warranties of
the Company and any Guarantor contained in any agreement (including any underwriting
agreement contemplated by Section 5(n)) hereof cease to be true and correct
in all material respects, (iv) of the receipt by the Company or any Guarantor of any
notification with respect to the suspension of the qualification or exemption from
qualification of a Registration Statement or any of the Registrable Notes or the
Exchange Notes to be sold by any Participating Broker-Dealer for offer or sale in
any jurisdiction, or the initiation or threatening of any proceeding for such
purpose, (v) of the happening of any event, the existence of any condition of any
information becoming known to the Company 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 changes in, or amendments or supplements to, such
Registration Statement, Prospectus or documents so that, in the case of the
Registration Statement and the Prospectus, 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 they were made, not misleading, (vi) of any reasonable determination by the
Company or any Guarantor that a post-effective amendment to a Registration Statement
would be appropriate and (vii) 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 all commercially reasonable efforts to prevent the issuance of any order
suspending the effectiveness of a Registration Statement or of any order preventing or
suspending the use of a Prospectus or suspending the qualification (or exemption from
qualification) of any of the Registrable Notes or the Exchange Notes to be sold by any
Participating Broker-Dealer, for sale in any jurisdiction, and, if any such order is
issued, use all commercially reasonable efforts to obtain the withdrawal of any such
order at the earliest possible date.






	 	(g)	 	If (1) a Shelf Registration Statement is filed pursuant to Section 3,
(2) 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 Notes during the Applicable
Period or (3) reasonably requested in writing by the managing underwriters, if any, or
the Holders of a majority in aggregate principal amount of the Registrable Notes being
sold in connection with an Underwritten Offering, other than during a Blackout Period,
(i) promptly incorporate in a Prospectus supplement or post-effective amendment such
information or revisions to information




13









 






	 	 	 	therein relating to such underwriters or selling Holders as the managing
underwriters, if any, or such Holders or any of their respective counsel reasonably
request in writing to be included or made therein and (ii) make all required filings
of such Prospectus supplement or such post-effective amendment as soon as
practicable after the Company has received notification of the matters to be
incorporated in such Prospectus supplements or post-effective amendment;
provided, however, that the Company shall not be required to take
any action hereunder that would, in the written opinion of counsel to the Company,
violate applicable laws.






	 	(h)	 	Prior to any public offering of Registrable Notes or any delivery of a
Prospectus contained in the Exchange Offer Registration Statement by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use all
commercially reasonable efforts to register or qualify, and cooperate with the selling
Holders of Registrable Notes or each such Participating Broker-Dealer, as the case may
be, the underwriters, if any, and their respective counsel in connection with the
registration or qualification (or exemption from such registration or qualification) of
such Registrable Notes or Exchange Notes, as the case may be, 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 any managing underwriter or
underwriters, if any, reasonably request in writing; and, if Exchange Notes held by
Participating Broker-Dealers or Registrable Notes are offered other than through an
Underwritten Offering, the Company and each Guarantor shall use all commercially
reasonable efforts to cause its counsel to perform Blue Sky investigations and use all
commercially reasonable efforts to file any registrations and qualifications required
to be filed pursuant to this Section 5(h), use all commercially reasonable
efforts to keep each such registration or qualification (or exemption therefrom)
effective during the period such Registration Statement is required to be kept
effective and use its best efforts to do any and all other acts or things reasonably
necessary or advisable to enable the disposition in such jurisdictions of the Exchange
Notes held by Participating Broker-Dealers or the Registrable Notes covered by the
applicable Registration Statement; provided that neither the Company nor any
Guarantor shall be required to (i) qualify generally to do business in any jurisdiction
where it is not then so qualified, (ii) take any action that would subject it to
general service of process in any such jurisdiction where it is not then so subject or
(iii) subject itself to taxation in excess of a nominal dollar amount in any such
jurisdiction where it is not then so subject.






	 	(i)	 	If (i) a Shelf Registration Statement is filed pursuant to Section 3
or (ii) a Prospectus contained in an Exchange Offer Registration Statement filed
pursuant to Section 2 is requested to be delivered under the Securities Act by
any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable
Period, cooperate with the selling Holders of Registrable Notes and the managing
underwriter or underwriters, if any, to facilitate the timely preparation and delivery
of certificates representing Registrable Notes 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, and enable such Registrable Notes to be in such denominations
and registered in such names as the managing underwriter or underwriters, if any, or
Holders may reasonably request in writing.






	 	(j)	 	Use all commercially reasonable efforts to cause the Registrable Notes covered
by any Registration Statement to be registered with or approved by such United States
governmental agencies or authorities as may be necessary to enable the seller or
sellers




14









 






	 	 	 	thereof or the underwriter, if any, to consummate the disposition of such
Registrable Notes, except as may be required solely as a consequence of the nature
of such selling Holder’s business, in which case the Company shall (and shall cause
each Guarantor to) cooperate in all respects with the filing of such Registration
Statement and the granting of such approvals; provided that neither the Company nor
any Guarantor shall be required to (i) qualify generally to do business in any
jurisdiction where it is not then so qualified, (ii) take any action that would
subject it to general service of process in any jurisdiction where it is not then so
subject or (iii) subject itself to taxation in any such jurisdiction where it is not
then so subject.






	 	(k)	 	If (i) a Shelf Registration Statement 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 Notes during the Applicable
Period, upon the occurrence of any event contemplated by Section 5(e)(v) or
(vi) hereof, other than during a Blackout Period, as promptly as practicable,
prepare and file with the SEC, at the expense of the Company and the Guarantors, a
supplement or post-effective amendment to the Registration Statement or a supplement to
the related Prospectus or any 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 Notes being sold thereunder or to the
purchasers of the Exchange Notes 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 all commercially
reasonable efforts to cause such post-effective amendment to be declared effective as
soon as possible.






	 	(l)	 	Use all commercially reasonable efforts to cause the Registrable Notes covered
by a Registration Statement to be rated with such appropriate rating agencies, if so
requested in writing by the Holders of a majority in aggregate principal amount of the
Registrable Notes covered by such Registration Statement or the managing underwriter or
underwriters, if any.






	 	(m)	 	Prior to the initial issuance of the Exchange Notes, (i) provide the Trustee
with one or more certificates for the Registrable Notes in a form eligible for deposit
with The Depository Trust Company and (ii) provide a CUSIP number for the Exchange
Notes.






	 	(n)	 	If a Shelf Registration Statement is filed pursuant to Section 3,
enter into such agreements (including an underwriting agreement in form, scope and
substance as is customary in underwritten offerings of debt securities similar to the
Notes, as may be appropriate in the circumstances) and take all such other actions in
connection therewith (including those reasonably requested in writing by the managing
underwriters, if any, or the Holders of a majority in aggregate principal amount of the
Registrable Notes being sold) in order to expedite or facilitate the registration or
the disposition of such Registrable Notes, 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 its
subsidiaries as then conducted, 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




15









 






	 	 	 	customarily made by issuers to underwriters in underwritten offerings of debt
securities similar to the Notes, as may be appropriate in the circumstances, and
confirm the same if and when reasonably required; (ii) use all commercially
reasonable efforts to obtain an opinion 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 the Holders of
a majority in aggregate principal amount of the Registrable Notes being sold),
addressed to each selling Holder and each of the underwriters, if any, covering the
matters customarily covered in opinions of counsel to the Company and the Guarantors
requested in underwritten offerings of debt securities similar to the Notes, as may
be appropriate in the circumstances; (iii) use all commercially reasonable efforts
to obtain “cold comfort” letters and updates thereof (which letters and updates (in
form, scope and substance) shall be reasonably satisfactory to the managing
underwriters) 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,
such letters to be in customary form and covering matters of the type customarily
covered in “cold comfort” letters in connection with underwritten offerings of debt
securities similar to the Notes, as may be appropriate in the circumstances, and
such other matters as reasonably requested in writing by the underwriters; and (iv)
deliver such documents and certificates as may be reasonably requested in writing by
the Holders of a majority in aggregate principal amount of the Registrable Notes
being sold and the managing underwriters, if any, to evidence the continued validity
of the representations and warranties of the Company and its subsidiaries 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 or any Guarantor.






	 	(o)	 	If (1) a Shelf Registration Statement is filed pursuant to Section 3,
or (2) 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 Notes during the Applicable
Period, make available for inspection by any selling Holder of such Registrable Notes
being sold, or each such Participating Broker-Dealer, as the case may be, any
underwriter participating in any such disposition of Registrable Notes, if any, and any
attorney, accountant or other agent retained by any such selling Holder or each such
Participating Broker-Dealer, as the case may be, or underwriter (collectively, the
“Inspectors”), at the offices where normally kept, during reasonable business
hours, all financial and other records and pertinent corporate documents of the Company
and its subsidiaries (collectively, the “Records”) as shall be reasonably
necessary to enable them to exercise any applicable due diligence responsibilities, and
cause the officers, directors and employees of the Company and its subsidiaries to
supply all information reasonably requested in writing by any such Inspector in
connection with such Registration Statement. Each Inspector shall agree in writing that
it will keep the Records confidential and that it will not disclose, or use in
connection with any market transactions in violation of any applicable securities laws
any of the Records unless (i) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in such Registration Statement, (ii) the release of
such Records is ordered pursuant to a subpoena or other order from a court of competent
jurisdiction, (iii) the information in such Records is public or has been made
generally available to the public other than as a result of a disclosure or failure to
safeguard by such Inspector or (iv) disclosure of such information is, in the
reasonable written opinion of counsel for any




16









 






	 	 	 	Inspector, necessary or advisable in connection with any action, claim, suit or
proceeding, directly or indirectly, involving or potentially involving such
Inspector and arising out of, based upon, related to, or involving this Agreement,
or any transaction contemplated hereby or arising hereunder. Each selling Holder of
such Registrable Notes and each such Participating Broker-Dealer will be required to
agree that information obtained by it as a result of such inspections shall be
deemed confidential and shall not be used by it as the basis for any market
transactions in the securities of the Company unless and until such information is
made generally available to the public. Each Inspector, each selling Holder of such
Registrable Notes and each such Participating Broker-Dealer will be required to
further agree that it will, upon learning that disclosure of such Records is sought
in a court of competent jurisdiction, give notice to the Company and, to the extent
practicable, use its best efforts to allow the Company, at its expense, to undertake
appropriate action to prevent disclosure of the Records deemed confidential at its
expense.






	 	(p)	 	Comply with all applicable rules and regulations of the SEC and make generally
available to the security holders of the Company with regard to any applicable
Registration Statement earning statements satisfying the provisions of section 11(a) of
the Securities Act and Rule 158 thereunder.






	 	(q)	 	Upon consummation of an Exchange Offer or Private Exchange, use all
commercially reasonable efforts to obtain an opinion of counsel to the Company and the
Guarantors (in form, scope and substance reasonably satisfactory to the Initial
Purchasers), addressed to the Trustee for the benefit of 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
Notes or the Private Exchange Notes, as the case may be, and the Indenture, (ii) the
Exchange Notes or the Private Exchange Notes, 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 customary United States and foreign
exceptions and (iii) all obligations of the Company and the Guarantors under the
Exchange Notes or the Private Exchange Notes, as the case may be, and the Indenture are
secured by Liens on the assets securing the obligations of the Company and the
Guarantors under the Notes, the Indenture and the Collateral Agreements to the extent
and as discussed in the Registration Statement.






	 	(r)	 	If the Exchange Offer or a Private Exchange is to be consummated, upon
delivery of the Registrable Notes by the Holders to the Company and the Guarantors (or
to such other Person as directed by the Company and the Guarantors) in exchange for the
Exchange Notes or the Private Exchange Notes, as the case may be, the Company and the
Guarantors shall mark, or cause to be marked, on such Registrable Notes that the
Exchange Notes or the Private Exchange Notes, as the case may be, are being issued as
substitute evidence of the indebtedness originally evidenced by the Registrable Notes;
provided that in no event shall such Registrable Notes be marked as paid or otherwise
satisfied.






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




17









 












	 	(t)	 	Use all commercially reasonable efforts to take all other steps reasonably
necessary to effect the registration of the Registrable Notes covered by a Registration
Statement contemplated hereby.






	 	(u)	 	The Company may require each seller of Registrable Notes or Participating
Broker-Dealer as to which any registration is being effected to furnish to the Company
such information regarding such seller or Participating Broker-Dealer and the
distribution of such Registrable Notes as the Company may, from time to time,
reasonably request in writing. The Company may exclude from such registration the
Registrable Notes of any seller who fails to furnish such information within a
reasonable time (which time in no event shall exceed 30 days) after receiving such
request. Each seller of Registrable Notes or Participating Broker-Dealer as to which
any registration is being effected agrees to furnish promptly to the Company all
information required to be disclosed in order to make the information previously
furnished by such seller not materially misleading.






	 	(v)	 	Each Holder of Registrable Notes and each Participating Broker-Dealer agrees
by acquisition of such Registrable Notes or Exchange Notes to be sold by such
Participating Broker-Dealer, as the case may be, that, upon receipt of any notice from
the Company of the happening of any event of the kind described in Section
5(e)(ii), (iv), (v), or (vi) or the commencement of a
Blackout Period, such Holder will forthwith discontinue disposition of such Registrable
Notes covered by a Registration Statement and such Participating Broker-Dealer will
forthwith discontinue disposition of such Exchange Notes pursuant to any Prospectus
and, in each case, forthwith discontinue dissemination of such Prospectus until such
Holder’s or Participating Broker-Dealer’s receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 5(k), or until it is advised in
writing (the “Advice”) by the Company and the Guarantors that the use of the
applicable Prospectus may be resumed, and has received copies of any amendments or
supplements thereto and, if so directed by the Company and the Guarantors, such Holder
or Participating Broker-Dealer, as the case may be, will deliver to the Company all
copies, other than permanent file copies, then in such Holder’s or Participating
Broker-Dealer’s possession, of the Prospectus covering such Registrable Notes current
at the time of the receipt of such notice. In the event the Company and the Guarantors
shall give any such notice, 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 Participating Broker-Dealer shall have received (x)
the copies of the supplemented or amended Prospectus contemplated by Section
5(k) or (y) the Advice.






	6.	 	Registration Expenses






	 	(a)	 	All fees and expenses incident to the performance of or compliance with this
Agreement (other than the underwriting discounts or commissions) by the Company and the
Guarantors shall be borne by the Company and the Guarantors, whether or not the
Exchange Offer or a Shelf Registration Statement is filed or becomes effective,
including, without limitation, (i) all registration and filing fees, including, without
limitation, (A) fees with respect to filings required to be made with the FINRA in
connection with any Underwritten Offering and (B) fees and expenses of compliance with
state securities or Blue Sky laws as provided in Section 5(h) hereof
(including, without limitation, reasonable fees and disbursements of counsel in
connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and
determination of the eligibility of the Registrable Notes or Exchange Notes for
investment under the laws of such jurisdictions




18









 






	 	 	 	(x) where the Holders are located, in the case of the Exchange Notes, or (y) as
provided in Section 5(h), in the case of Registrable Notes or Exchange Notes
to be sold by a Participating Broker-Dealer during the Applicable Period), (ii)
printing expenses, including, without limitation, expenses of printing Prospectuses
if the printing of Prospectuses is requested by the managing underwriter or
underwriters, if any, or by the Holders of a majority in aggregate principal amount
of the Registrable Notes included in any Registration Statement or by any
Participating Broker-Dealer during the Applicable Period, as the case may be, (iii)
messenger, telephone and delivery expenses incurred in connection with 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 (including, without limitation, the expenses of any special
audit and “cold comfort” letters required by or incident to such performance), (vi)
rating agency fees and the fees and expenses incurred in connection with the listing
of the Securities to be registered on any securities exchange, (vii) Securities Act
liability insurance, if the Company and the Guarantors desire such insurance, (viii)
fees and expenses of all other Persons retained by the Company and the Guarantors,
(ix) fees and expenses of any “qualified independent underwriter” or other
independent appraiser participating in an offering pursuant to the bylaws of the
FINRA, but only where the need for such a “qualified independent underwriter” arises
due to a relationship with the Company and the Guarantors, (x) internal expenses of
the Company and the Guarantors (including, without limitation, all salaries and
expenses of officers and employees of the Company or the Guarantors performing legal
or accounting duties), (xi) the expense of any annual audit, (xii) the fees and
expenses of the Trustee and the exchange agent and (xiii) the expenses relating to
printing, word processing and distributing all Registration Statements, underwriting
agreements, securities sales agreements, indentures and any other documents
necessary in order to comply with this Agreement. Notwithstanding the foregoing or
anything to the contrary, each Holder shall pay all underwriting discounts and
commissions of any underwriters with respect to any Registrable Notes sold by or on
behalf of it.






	 	(b)	 	The Company and the Guarantors shall reimburse the Holders for the reasonable
fees and disbursements of not more than one counsel chosen by the Holders of a majority
in aggregate principal amount of the Registrable Notes to be included in any
Registration Statement. The Company and the Guarantors shall pay all documentary,
stamp, transfer or other transactional taxes attributable to the issuance or delivery
of the Exchange Notes or Private Exchange Notes in exchange for the Notes;
provided, that the Company shall not be required to pay taxes payable in
respect of any transfer involved in the issuance or delivery of any Exchange Note or
Private Exchange Note in a name other than that of the Holder of the Note in respect of
which such Exchange Note or Private Exchange Note is being issued. The Company and the
Guarantors shall reimburse the Holders for reasonable fees and expenses (including
reasonable and fees and expenses of counsel to the Holders) relating to any enforcement
of any rights of the Holders under this Agreement.






	7.	 	Indemnification






	 	(a)	 	Indemnification by the Company and the Guarantors. The Company and
the Guarantors jointly and severally agree to indemnify and hold harmless each Holder
of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating
Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any,
who controls




19









 






	 	 	 	each such Holder (within the meaning of Section 15 of the Securities Act or Section
20(a) of the Exchange Act) and the officers, directors and partners of each such
Holder, Participating Broker-Dealer and controlling person, to the fullest extent
lawful, from and against any and all losses, claims, damages, liabilities, costs
(including, without limitation, reasonable costs of preparation and reasonable
attorneys’ fees as provided in this Section 7) and reasonable expenses
(including, without limitation, reasonable costs and expenses incurred in connection
with investigating, preparing, pursuing or defending against any of the foregoing)
(collectively, “Losses”), as incurred, directly or indirectly caused by,
related to, based upon, arising out of or in connection with any untrue statement or
alleged untrue statement of a material fact contained in any Registration Statement,
Prospectus or form of prospectus, or in any amendment or supplement thereto, or in
any preliminary prospectus, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading,
except insofar as such Losses are based upon information relating to such Holder or
Participating Broker-Dealer and furnished in writing to the Company and the
Guarantors (or reviewed and approved in writing) by such Holder or Participating
Broker-Dealer or their counsel expressly for use therein; provided,
however, that the Company and the Guarantors will not be liable to any
Indemnified Party under this Section 7 to the extent Losses were caused by
an untrue statement or omission or alleged untrue statement or omission that was
contained or made in any preliminary prospectus and corrected in the Prospectus or
any amendment or supplement thereto if (i) the Prospectus does not contain any other
untrue statement or omission or alleged untrue statement or omission of a material
fact that was the subject matter of the related proceedings, (ii) any such Losses
resulted from an action, claim or suit by any Person who purchased Registrable Notes
or Exchange Notes which are the subject thereof from such Indemnified Party and
(iii) it is established in the related proceeding that such Indemnified Party failed
to deliver or provide a copy of the Prospectus (as amended or supplemented) to such
Person with or prior to the confirmation of the sale of such Registrable Notes or
Exchange Notes sold to such Person if required by applicable law, unless such
failure to deliver or provide a copy of the Prospectus (as amended or supplemented)
was a result of noncompliance by the Company with Section 5 of this
Agreement. The Company and the Guarantors also agree to indemnify underwriters,
selling brokers, dealer managers and similar securities industry professionals, in
each case, that are engaged by the Company and participating in the distribution,
their officers, directors, agents and employees and each Person who controls such
Persons (within the meaning of Section 15 of the Securities Act or Section 20(a) of
the Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders or the Participating Broker-Dealer.






	 	(b)	 	Indemnification by Holder. In connection with any Registration
Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or
any preliminary prospectus 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 Registration
Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or
any preliminary prospectus, and shall indemnify and hold harmless the Company, the
Guarantors, their respective directors and officers and each Person, if any, who
controls the Company and the Guarantors (within the meaning of Section 15 of the
Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and
partners of such controlling persons, to the fullest extent lawful, from and against
all Losses arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in any




20









 






	 	 	 	Registration Statement, Prospectus or form of prospectus or in any amendment or
supplement thereto or in any preliminary prospectus, or any omission or alleged
omission to state therein a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they
were made, not misleading to the extent, but only to the extent, that such Losses
are based upon an untrue statement or alleged untrue statement of a material fact or
omission or alleged omission of a material fact contained in or omitted from any
information so furnished in writing (or reviewed and approved in writing) by such
Holder to the Company and the Guarantors expressly for use therein. Notwithstanding
the foregoing, in no event shall the liability of any selling Holder be greater in
amount than such Holder’s Maximum Contribution Amount.






	 	(c)	 	Conduct of Indemnification Proceedings. If any proceeding shall be
brought or asserted against any Person entitled to indemnity hereunder (an
“Indemnified Party”), such Indemnified Party shall promptly notify the party or
parties from which such indemnity is sought (the “Indemnifying Party” or
“Indemnifying Parties”, as applicable) 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 Party 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 its 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 Party has agreed to pay
such fees and expenses; or (ii) the Indemnifying Party 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 the Indemnifying Party or any of its affiliates or controlling persons,
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 and the reasonable fees and expenses of such counsel
shall be at the expense of the Indemnifying Party; it being understood, however,
that, the Indemnifying Party 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, which shall not be unreasonably withheld, 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




21









 






	 	 	 	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 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 in respect of
such proceeding for which such Indemnified Party would be entitled to
indemnification hereunder (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, in such
proportion as is appropriate to reflect 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
another 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), 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 of (i) the aggregate proceeds received by such Holder pursuant to
the sale of such Registrable Notes or Exchange Notes 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 (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation. The Holders’ obligations to contribute
pursuant to this Section 7(d) are several in proportion to the respective
principal amount of the Registrable Notes held by each Holder hereunder and not
joint. The Company’s and Guarantors’ obligations to contribute pursuant to this
Section 7(d) are joint and several.
	 
	 	 	 	The indemnity and contribution agreements contained in this Section 7 are in
addition to any liability that the Indemnifying Parties may have to the Indemnified
Parties.




22









 












	8.	 	Rules 144 and 144A





     The Company covenants that it shall (a) file the reports required to be filed by it (if so
required) under the Securities Act and the Exchange Act in a timely manner and, if at any time the
Company is not required to file such reports, it will, upon the written request of any Holder of
Registrable Notes, make publicly available other information necessary to permit sales pursuant to
Rule 144 and 144A and (b) take such further action as any Holder may reasonably request in writing,
all to the extent required from time to time to enable such Holder to sell Registrable Notes
without registration under the Securities Act pursuant to the exemptions provided by Rule 144 and
Rule 144A. Upon the request of any Holder, the Company shall deliver to such Holder a written
statement as to whether it has complied with such information and requirements.




	9.	 	Underwritten Registrations of Registrable Notes





     If any of the Registrable Notes covered by any Shelf Registration Statement 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 Notes to be included in such offering; provided,
however, that such investment banker or investment bankers and manager or managers must be
reasonably acceptable to the Company.



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




	10.	 	Miscellaneous






	 	(a)	 	Remedies. In the event of a breach by either 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 either 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 shall (and shall cause each
Guarantor to) waive the defense that a remedy at law would be adequate.






	 	(b)	 	No Inconsistent Agreements. The Company and each of the Guarantors
have not entered, as of the date hereof, and the Company and each of the Guarantors
shall not enter, after the date of this Agreement, into any agreement with respect to
any of its securities that is inconsistent with the rights granted to the Holders in
this Agreement or otherwise conflicts with the provisions hereof. The Company and each
of the Guarantors have not entered and will not enter into any agreement with respect
to any of its securities that will grant to any Person piggy-back rights with respect
to a Registration Statement.






	 	(c)	 	Adjustments Affecting Registrable Notes. The Company shall not,
directly or indirectly, take any action with respect to the Registrable Notes as a
class that would adversely




23









 






	 	 	 	affect the ability of the Holders to include such Registrable Notes in a
registration undertaken pursuant to this Agreement.






	 	(d)	 	Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from the
provisions hereof may not be given, other than with the prior written consent of the
Holders of not less than a majority in aggregate principal amount of the then
outstanding Registrable Notes in circumstances that would adversely affect any Holders
of Registrable Notes; provided, however, that any amendment or
supplement to or modification of Section 7 or this Section 10(d) shall
not be effective as to any Holder without the prior written consent of such 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 of
Registrable Notes whose securities are being tendered pursuant to the Exchange Offer or
sold pursuant to a Notes Registration Statement and that does not directly or
indirectly affect, impair, limit or compromise the rights of other Holders of
Registrable Notes may be given by Holders of at least a majority in aggregate principal
amount of the Registrable Notes being tendered or being sold by such Holders pursuant
to such Notes Registration Statement.






	 	(e)	 	Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered first-class
mail, next-day air courier or telecopier:






	 	(i)	 	if to a Holder of Securities or to any Participating Broker-Dealer, at
the most current address of such Holder or Participating Broker-Dealer, as the
case may be, set forth on the records of the registrar of the Notes, with a
copy in like manner to the Initial Purchasers as follows:




Jefferies & Company, Inc.

  as representative of the

  Initial Purchasers

520 Madison Avenue

New York, New York 10022

Facsimile No.: (212) 284-2280

Attention: General Counsel





	 	 	 	with a copy to:





Proskauer Rose LLP

1585 Broadway

New York, New York 10036

Facsimile No.: (212) 969-2900

Attention: Ian Blumenstein





	 	(ii)	 	if to the Initial Purchasers, at the address specified in Section 10(e)(i);





24









 






	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 	 (iii)	 	if to the Company or any Guarantor, as follows:          




CPM Holdings, Inc.

2975 Airline Circle

Waterloo, Iowa 50703

Attention: Chief Financial Officer





	 	 	 	with a copy to:




Mayer Brown LLP

1675 Broadway

New York, New York 10019

Attention: Todd Bowen




     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 United States mail,
postage prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier
guaranteeing overnight delivery; and when receipt is acknowledged by the addressee, if telecopied.



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




	 	(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 hereto,
including, without limitation and without the need for an express assignment,
subsequent Holders of Securities; provided, however, that this
Agreement shall not inure to the benefit of or be binding upon a successor or assign of
a Holder unless and to the extent such successor or assign acquired Registrable Notes
from such Holder.






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






	 	(h)	 	Headings; Interpretation. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the meaning
hereof. When reference is made in this Agreement to a Section or clause, such
reference shall mean a Section or clause of 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 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. The definitions contained in this
Agreement are applicable to the singular as well as the plural forms of such terms and
to the masculine as well as to the feminine and neuter genders of such term. The
language used in this Agreement will be deemed to be the language chosen by the parties
to express their mutual intent, and no rules of strict construction will be applied
against any party. Any contract, statute or rule defined or referred to herein means
such contract, statute or rule as from time to time amended, modified or supplemented,
including (in the case of contracts) by waiver or consent and (in the case of statutes
or rules) by succession of




25









 






	 	 	 	comparable successor statutes or rules and references to all attachments thereto and
instruments incorporated therein.






	 	(i)	 	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW. EACH OF THE COMPANY AND
THE GUARANTORS 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 ITS AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
JURISDICTION OF THE AFORESAID COURTS. EACH OF THE COMPANY AND THE GUARANTORS
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
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 ANY SUCH COURT HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM. EACH OF THE COMPANY AND THE GUARANTORS 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 AND THE GUARANTORS AT THEIR SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30
DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST THE COMPANY OR THE GUARANTORS IN ANY OTHER JURISDICTION.






	 	(j)	 	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 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.






	 	(k)	 	Securities Held by the Company or Its Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Securities is required
hereunder, Securities held by the Company or its affiliates (as such term is defined in
Rule 405 under the Securities Act) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.




26









 












	 	(l)	 	Third Party Beneficiaries. Holders and Participating Broker-Dealers
are intended third party beneficiaries of this Agreement and this Agreement may be
enforced by such Persons. No other Person is intended to be, or shall be construed as,
a third party beneficiary of this Agreement.






	 	(m)	 	Entire Agreement. This Agreement, together with the Purchase
Agreement, the Indenture and the Collateral Documents, is intended by the parties as a
final and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein and therein and any and all prior
oral or written agreements, representations, or warranties, contracts, understanding,
correspondence, conversations and memoranda between the Initial Purchasers on the one
hand and the Company and the Guarantors on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or
successors in interest with respect to the subject matter hereof and thereof are merged
herein and replaced hereby.





[Remainder of page intentionally left blank.]




27









 





     If the foregoing is in accordance with your understanding of our agreement, please sign and
return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement among the Initial Purchasers, the Guarantors and the Company in
accordance with its terms.



	 	 	 	 	 

	THE COMPANY
	 
	 	 	 	 
	CPM HOLDINGS, INC., a Delaware corporation
	 
	 	 	 	 
	By:

	 	/s/ Douglas Ostrich 
 

Name: Douglas Ostrich
	 	 
	 

	 	Title: Chief Financial Officer	 	 








 









 





	 	 	 	 	 

	GUARANTORS
	 
	 	 	 	 
	CPM ACQUISITION CORP., a Delaware corporation
	 
	 	 	 	 
	By:

	 	/s/ Douglas Ostrich  

Name:
Douglas Ostrich
	 	 
	 

	 	Title: Secretary	 	 
	 
	 	 	 	 
	CROWN ACQUISITION CORP., a Delaware corporation
	 
	 	 	 	 
	By:

	 	/s/ Douglas Ostrich  

Name:
Douglas Ostrich
	 	 
	 

	 	Title: Secretary	 	 
	 
	 	 	 	 
	CPM WOLVERINE PROCTOR, LLC, a Delaware limited liability company
	 
	 	 	 	 
	By:

	 	/s/ Douglas Ostrich  

Name:
Douglas Ostrich
	 	 
	 

	 	Title: Manager	 	 
	 
	 	 	 	 
	CROWN IRON WORKS COMPANY, a Delaware corporation
	 
	 	 	 	 
	By:

	 	/s/ Douglas Ostrich  

Name:
Douglas Ostrich
	 	 
	 

	 	Title: Secretary	 	 
	 
	 	 	 	 
	CROWN BIOFUELS, LLC, a Minnesota limited liability company
	 
	 	 	 	 
	By:

	 	/s/ Douglas Ostrich  

Name:
Douglas Ostrich
	 	 
	 

	 	Title: Secretary	 	 
	 
	 	 	 	 
	CPM SA LLC, a Delaware limited liability company
	 
	 	 	 	 
	By:

	 	/s/ Douglas Ostrich  

Name:
Douglas Ostrich
	 	 
	 

	 	Title: Authorized Signatory	 	 







 









 






	 	 	 	 	 

	Accepted and Agreed to:
	 
	 	 	 	 
	JEFFERIES & COMPANY, INC.
	 
	 	 	 	 
	By:

	 	/s/ Craig Zaph 
 

Name: Craig Zaph
	 	 
	 

	 	Title: Managing Director