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                                                                  EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of October 29, 2003

                                     Between

                            LNR PROPERTY CORPORATION

                                   as Issuer,

                                       and

                          DEUTSCHE BANK SECURITIES INC.

                              as Initial Purchaser

                    7.25% Senior Subordinated Notes due 2013
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                          REGISTRATION RIGHTS AGREEMENT

            This Registration Rights Agreement (this "Agreement") is made and
entered into as of October 29, 2003, between LNR PROPERTY CORPORATION, a
Delaware corporation (the "Issuer"), and DEUTSCHE BANK SECURITIES INC., (the
"Initial Purchaser").

            This Agreement is entered into in connection with the Purchase
Agreement, dated October 22, 2003, between the Issuer and the Initial Purchaser
(the "Purchase Agreement"), which provides for the sale by the Issuer to the
Initial Purchaser of $50,000,000 aggregate principal amount of the Issuer's
7.25% Senior Subordinated Notes due 2013 (the "Notes"). In order to induce the
Initial Purchaser to enter into the Purchase Agreement, the Issuer has agreed to
provide the registration rights set forth in this Agreement for the benefit of
the Initial Purchaser and any subsequent holder or holders of the Notes. The
execution and delivery of this Agreement is a condition to the Initial
Purchaser's obligation to purchase the Notes under the Purchase Agreement.

            Concurrently with the execution of this Agreement, the Issuer and
Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Banc of America
LLC and Fleet Securities, Inc. entered into a similar Registration Rights
Agreement (the "Other Registration Rights Agreement"). The Other Registration
Rights Agreement is being entered into connection with a Purchase Agreement,
dated October 15, 2003, between the Issuer and the purchasers named therein (the
"Other Purchase Agreement"), which provides for the sale by the Issuer of an
additional $300,000,000 aggregate principal amount of the Issuer's 7.25% Senior
Subordinated Notes due 2013 (the "Other Notes").

            The parties hereby agree as follows:

      1.    Definitions

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

            Additional Interest: See Section 4 hereof.


            Advice: See the last paragraph of Section 5 hereof.

            Agreement: See the introductory paragraphs hereto.


            Applicable Period: See Section 2 hereof.


            Effectiveness Date: April 29, 2004; provided, however, that with
respect to any Shelf Registration Statement, the Effectiveness Date shall be the
75th day following the Filing Date with respect thereto.

            Effectiveness Period: See Section 3(a) hereof.
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            Event Date: See Section 4(b) hereof.


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

            Exchange Notes: See Section 2 hereof.


            Exchange Offer: See Section 2 hereof

            Exchange Offer Registration Statement: See Section 2 hereof.


            Filing Date: (A) If no Exchange Offer Registration Statement has
been filed by the Issuer pursuant to this Agreement, February 28, 2004; and (B)
in each other case (which may be applicable notwithstanding the consummation of
the Exchange Offer), the 30th day after the delivery of a Shelf Notice.

            Holder: Any holder of a Registrable Note or Registrable Notes.


            Indemnified Person: See Section 7(c) hereof.

            Indemnifying Person: See Section 7(c) hereof.


            Indenture: The Indenture, dated as of October 29, 2003, by and
between the Issuer and U.S. Bank Trust National Association, as trustee,
pursuant to which the Notes are being issued, as the same may be amended or
supplemented from time to time in accordance with the terms thereof.

            Initial Purchaser: See the introductory paragraphs hereto.


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


            Inspectors: See Section 5(m) hereof.


            Issue Date: October 29, 2003, the date of original issuance of the
Notes.


            Issuer: See the introductory paragraphs hereto.


            NASD: See Section 5(r) hereof.


            Notes:  See the introductory paragraphs hereto.


            Offering Memorandum: The offering memorandum of the Issuer dated
October 22, 2003, in respect of the offering of the Notes.


            Other Notes:  See the introductory paragraphs hereto.


            Other Purchase Agreement: See the introductory paragraphs hereto.


            Other Registration Rights Agreement: See the introductory paragraphs
hereto.


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            Participant: See Section 7(a) hereof.


            Participating Broker-Dealer: See Section 2(a) hereof.


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

            Private Exchange:  See Section 2(b) hereof.


            Private Exchange Notes:  See Section 2(b) hereof.


            Prospectus: The prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act and any term sheet filed pursuant to Rule
434 under the Securities Act), as amended or supplemented by any prospectus
supplement, 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 paragraphs hereof.


            Records:  See Section 5(m) hereof.


            Registrable Notes: Each Note upon its original issuance and at all
times subsequent thereto, each Exchange Note as to which Section 2(c)(iv) hereof
is applicable upon original issuance and at all times subsequent thereto and
each Private Exchange Note upon original issuance thereof and at all times
subsequent thereto, until the earliest to occur of (i) a Registration Statement
(other than, with respect to any Exchange Note as to which Section 2(c)(iv)
hereof is applicable, the Exchange Offer Registration Statement) covering such
Note, Exchange Note or Private Exchange Note has been declared effective by the
SEC and such Note, Exchange Note or such Private Exchange Note, as the case may
be, has been disposed of in accordance with such effective Registration
Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for
an Exchange Note or Exchange Notes that may be resold (or, but for the status of
such Holder as an affiliate of the Issuer under Rule 405, could be resold)
without restriction under state and federal securities laws, (iii) such Note,
Exchange Note or Private Exchange Note , as the case may be, ceases to be
outstanding for purposes of the Indenture or (iv) such Note, Exchange Note or
Private Exchange Note, as the case may be, may be resold without restriction
pursuant to Rule 144(k) (as amended or replaced) under the Securities Act. For
purposes of this definition the term "Note" includes the Other Notes.

            Registration Statement: Any registration statement of the Issuer
that covers any of the Notes, the Exchange Notes or the Private Exchange Notes
filed with the SEC under the Securities Act, 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.



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            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 the 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 405: Rule 405 under the Securities Act.


            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.

            SEC: The Securities and Exchange Commission.


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


            Shelf Notice: See Section 2(c) hereof.


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


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


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


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


            Underwritten registration or underwritten offering: A registration
in which securities of the Issuer are sold to an underwriter for reoffering to
the public.

      2. Exchange Offer

            (a) The Issuer shall file with the SEC, no later than the Filing
Date, a Registration Statement (the "Exchange Offer Registration Statement") on
an appropriate registration form with respect to a registered offer (the
"Exchange Offer") to exchange any and all of the Registrable Notes for a like
aggregate principal amount of notes of the Issuer, that are identical in all
material respects to the Notes, except that the Exchange Notes shall contain no
restrictive legend thereon (the "Exchange Notes"), and which are entitled to the
benefits of the Indenture or a trust indenture which is identical in all
material respects to the Indenture (other than such changes to the Indenture or
any such identical trust indenture as are necessary to comply with the TIA) and
which, in either case, has been qualified under the TIA. Interest on each
Exchange Note will accrue (A) from the later of (1) the last interest payment
date on which interest was paid on the Note surrendered, or (2) if the Note is
surrendered for exchange on a


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date in a period which includes the record date for an interest payment date to
occur on or after the date of the exchange and as to which interest will be
paid, such interest payment date or (B) if no interest has been paid on that
Note, from the Issue Date. The Exchange Offer shall comply with all applicable
tender offer rules and regulations under the Exchange Act and other applicable
laws. The Issuer shall use its reasonable best efforts to (x) cause the Exchange
Offer Registration Statement to be declared effective under the Securities Act
on or before the Effectiveness Date; (y) keep the Exchange Offer open for
acceptance for not less than 30 days (or longer if required by applicable law)
after the date that notice of the Exchange Offer is mailed to Holders; and (z)
consummate the Exchange Offer on or prior to May 29, 2004. If, after the
Exchange Offer Registration Statement is initially declared effective by the
SEC, the Exchange Offer or the issuance of the Exchange Notes thereunder is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, the Exchange Offer
Registration Statement shall be deemed not to have become effective for purposes
of this Agreement.

            Each Holder that participates in the Exchange Offer will be
required, as a condition to its participation in the Exchange Offer, to
represent to the Issuer in writing (which may be contained in the applicable
letter of transmittal) (1) that any Exchange Notes to be received by it will be
acquired in the ordinary course of its business, (2) that at the time of the
consummation of the Exchange Offer such Holder will have no arrangement or
understanding with any Person to participate in the distribution of the Exchange
Notes in violation of the provisions of the Securities Act, (3) that such Holder
is not an "affiliate" (as defined in Rule 405 promulgated under the Securities
Act) of the Issuer (4) if the holder is not a broker-dealer, that it is not
engaged in, and does not intend to engage in, the distribution of Exchange Notes
and (5) if the holder is a broker-dealer (a "Participating Broker-Dealer") that
it 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, and that
it will deliver a prospectus in connection with any resale of the Exchange
Notes.

            Upon consummation of the Exchange Offer in accordance with this
Section 2, the provisions of this Agreement shall continue to apply, mutatis
mutandis, solely with respect to Registrable Notes that are Private Exchange
Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange
Notes held by Participating Broker-Dealers, and the Issuer shall have no further
obligation to register Registrable Notes (other than Private Exchange Notes and
other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof
applies) pursuant to Section 3 hereof.

            No securities other than the Exchange Notes shall be included in the
Exchange Offer Registration Statement. Notwithstanding the foregoing, the Issuer
shall include the Other Notes in the Exchange Offer Registration Statement and
the Prospectus contained therein pursuant to the terms of the Other Registration
Rights Agreement.

            (b) The Issuer shall include within the Prospectus contained in the
Exchange Offer Registration Statement a section entitled "Plan of Distribution,"
reasonably acceptable to the Initial Purchaser, which shall contain a summary
statement of the positions taken or policies made by the staff of the SEC with
respect to the potential "underwriter" status of any Participating Broker-Dealer
that is the beneficial owner (as defined in Rule 13d-3 under the


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Exchange Act) of Exchange Notes received by such Participating Broker-Dealer in
the Exchange Offer, whether such positions or policies have been publicly
disseminated by the staff of the SEC or such positions or policies represent the
prevailing views of the staff of the SEC. Such "Plan of Distribution" section
shall also expressly permit, 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
permitted by applicable policies and regulations of the SEC, all Participating
Broker-Dealers, and include a statement describing the means by which
Participating Broker-Dealers may resell the Exchange Notes in compliance with
the Securities Act.

            The Issuer shall use its best 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 is necessary to comply with applicable law in
connection with any resale of the Exchange Notes covered thereby; provided,
however, that such period shall not exceed 180 days after such Exchange Offer
Registration Statement is declared effective (or such longer period if extended
pursuant to the last paragraph of Section 5 hereof) (the "Applicable Period").

            If, prior to consummation of the Exchange Offer, any Holder holds
any Notes acquired by it that have, or that are reasonably likely to be
determined to have, the status of an unsold allotment in an initial
distribution, or any Holder is not entitled to participate in the Exchange
Offer, the Issuer upon the request of any such Holder shall simultaneously with
the delivery of the Exchange Notes in the Exchange Offer, issue and deliver to
any such Holder, in exchange (the "Private Exchange") for such Notes held by any
such Holder, a like principal amount of notes (the "Private Exchange Notes") of
the Issuer that are identical in all material respects to the Exchange Notes
except for the placement of a restrictive legend on such Private Exchange Notes.
The Private Exchange Notes shall be issued pursuant to the same indenture as the
Exchange Notes and bear the same CUSIP number as the Exchange Notes.

            In connection with the Exchange Offer, the Issuer shall:

                  (i) mail, or cause to be mailed, to each Holder of record
            entitled to participate in the Exchange Offer a copy of the
            Prospectus forming part of the Exchange Offer Registration
            Statement, together with an appropriate letter of transmittal and
            related documents;

                  (ii) use its best efforts to keep the Exchange Offer open for
            acceptance for not less than 30 days after the date that notice of
            the Exchange Offer is mailed to Holders (or longer if required by
            applicable law);

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

                  (iv) permit Holders to withdraw tendered Notes at any time
            prior to the close of business, New York time, on the last business
            day on which the Exchange Offer shall remain open; and



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                  (v) otherwise comply in all material respects with all
            applicable laws, rules and regulations.

            As soon as practicable after the close of the Exchange Offer and the
Private Exchange, if any, the Issuer shall:

                  (vi) accept for exchange all Registrable Notes validly
            tendered and not validly withdrawn pursuant to the Exchange Offer
            and the Private Exchange, if any;

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

                  (viii)cause the Trustee to authenticate and deliver promptly
            to each Holder of 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.

            The Exchange Notes and the Private Exchange Notes shall be issued
under (i) the Indenture or (ii) an indenture identical in all material respects
to the Indenture and which, in either case, has been qualified under the TIA or
is exempt from such qualification and shall provide that the Exchange Notes
shall not be subject to the transfer restrictions set forth in the Indenture.
The Indenture or such indenture shall provide that the Exchange Notes, the
Private Exchange Notes and the Notes shall vote and consent together on all
matters as one class and that none of the Exchange Notes, the Private Exchange
Notes or the Notes will have the right to vote or consent as a separate class on
any matter.

            (c) If, (i) because of any change in law or in currently prevailing
interpretations of the staff of the SEC, the Issuer is not permitted to effect
the Exchange Offer, (ii) the Exchange Offer is not consummated by May 29, 2004,
(iii) any holder of Private Exchange Notes so requests in writing to the Issuer,
or (iv) in the case of any Holder that tenders Notes in response to the Exchange
Offer, such Holder does not receive Exchange Notes on the date of the exchange
that may be sold without restriction under state and federal securities laws
(other than due solely to the status of such Holder as an affiliate of the
Issuer within the meaning of the Securities Act), then in the case of each of
clauses (i) to and including (iv) of this sentence, the Issuer shall promptly
deliver to the Holders and the Trustee written notice thereof (the "Shelf
Notice") and at its sole expense and as promptly as practicable shall file a
Shelf Registration Statement pursuant to Section 3 hereof.

      3. Shelf Registration

            If at any time a Shelf Notice is delivered as contemplated by
Section 2(c) hereof, then:

            (a) Shelf Registration. The Issuer shall 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 not exchanged in the Exchange
Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is
applicable (the "Initial Shelf Registration Statement"). The Issuer shall use
its best efforts to file with the SEC the Initial Shelf


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Registration Statement on or before the applicable Filing 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 designated by them (including, without limitation, one or more
underwritten offerings). The Issuer shall not permit any securities other than
the Registrable Notes to be included in the Initial Shelf Registration Statement
or any Subsequent Shelf Registration Statement (as defined below).
Notwithstanding the foregoing, the Issuer shall include the Other Notes in the
Initial Shelf Registration Statement or any Subsequent Shelf Registration
Statement pursuant to the terms of the Other Registration Rights Agreement.

            The Issuer shall use its best efforts to cause the Initial Shelf
Registration Statement to be declared effective under the Securities Act on or
prior to the Effectiveness Date and to keep the Initial Shelf Registration
Statement continuously 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 the Initial Shelf
Registration Statement have been sold in the manner set forth and as
contemplated in the Initial Shelf Registration Statement or (ii) 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; provided, however, that the Effectiveness Period in respect of
the Initial Shelf Registration Statement shall be extended to the extent
required to permit dealers to comply with the applicable prospectus delivery
requirements of Rule 174 under the Securities Act and as otherwise provided
herein.

            (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 because of the sale of all of the securities registered thereunder), The
Issuer shall use its best efforts to obtain the prompt withdrawal of any order
suspending the effectiveness thereof, and in any event shall within 30 days of
such cessation of effectiveness amend the Initial Shelf Registration Statement
in a manner to obtain the withdrawal of the order suspending the effectiveness
thereof, or file an additional "shelf" Registration Statement pursuant to Rule
415 covering all of the Registrable Notes covered by and not sold under the
Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration
Statement (each, a "Subsequent Shelf Registration Statement"). If a Subsequent
Shelf Registration Statement is filed, the Issuer shall use its best efforts to
cause the Subsequent Shelf Registration Statement to be declared effective under
the Securities Act 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.
As used herein the term "Shelf Registration Statement" means the Initial Shelf
Registration Statement and any Subsequent Shelf Registration Statement.

            (c) Supplements and Amendments. The Issuer shall promptly supplement
and amend any Shelf Registration Statement 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 by the Holders of a majority in aggregate principal


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amount of the Registrable Notes (or their counsel) covered by such Registration
Statement or by any underwriter of such Registrable Notes.

      4. Additional Interest

            (a) The Issuer and the Initial Purchaser agree that the Holders will
suffer damages if the Issuer fails to fulfill its 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 Issuer agrees to pay, as
liquidated damages, additional interest on the Notes ("Additional Interest")
under the circumstances and to the extent set forth below:

                  (i) if (A) neither the Exchange Offer Registration Statement
            nor the Initial Shelf Registration Statement has been filed with the
            SEC on or prior to the applicable Filing Date, (B) notwithstanding
            that the Issuer has consummated or will consummate the Exchange
            Offer, the Issuer is required to file a Shelf Registration Statement
            and such Shelf Registration Statement has not been filed with the
            SEC on or prior to the Filing Date applicable thereto or (C) the
            Issuer is required to pay Additional Interest (as defined in the
            Other Registration Rights Agreement) pursuant to Section 4(a)(i)(A)
            or (B) of the Other Registration Rights Agreement, then, commencing
            on the day after any such Filing Date, Additional Interest shall
            accrue on the principal amount of the Registrable Notes at a rate of
            0.25% per annum for the first 90 days immediately following each
            such Filing Date, and such Additional Interest rate shall increase
            by an additional 0.25% per annum at the beginning of each subsequent
            90-day period; or

                  (ii) if (A) neither the Exchange Offer Registration Statement
            nor the Initial Shelf Registration Statement has been declared
            effective by the SEC on or prior to the applicable Effectiveness
            Date, (B) notwithstanding that the Issuer has consummated or will
            consummate the Exchange Offer, the Issuer is required to file a
            Shelf Registration Statement and such Shelf Registration Statement
            has not been declared effective by the SEC on or prior to the
            applicable Effectiveness Date with respect to such Shelf
            Registration Statement or (C) the Issuer is required to pay
            Additional Interest (as defined in the Other Registration Rights
            Agreement) pursuant to Section 4(a)(ii)(A) or (B) of the Other
            Registration Rights Agreement, then, commencing on the day after
            such Effectiveness Date, Additional Interest shall accrue on the
            principal amount of the Registrable Notes at a rate of 0.25% per
            annum for the first 90 days immediately following the day after such
            Effectiveness Date, and such Additional Interest rate shall increase
            by an additional 0.25% per annum at the beginning of each subsequent
            90-day period; or

                  (iii) if (A) the Issuer has not exchanged Exchange Notes for
            all Notes validly tendered in accordance with the terms of the
            Exchange Offer on or prior to May 29, 2004, (B) if applicable, a
            Shelf Registration Statement has been declared effective and such
            Shelf Registration Statement ceases to be effective at any time
            during the Effectiveness Period or (C) the Issuer is required to pay
            Additional Interest (as defined in the Other Registration Rights
            Agreement) pursuant to


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            Section 4(a)(iii)(A) or (B) of the Other Registration Rights
            Agreement, then, Additional Interest shall accrue on the principal
            amount of the Registrable Notes at a rate of 0.25% per annum for the
            first 90 days commencing on (x) May 29, 2004, in the case of (A)
            above, or (y) the day such Shelf Registration Statement ceases to be
            effective in the case of (B) above or (z) the date the Additional
            Interest (as defined in the Other Registration Rights Agreement)
            begins to accrue under the terms of the Other Registration Rights
            Agreement in the case of (C) above, and such Additional Interest
            rate shall increase by an additional 0.25% per annum at the
            beginning of each such subsequent 90-day period;

provided, however, that Additional Interest on the Notes may not under any
circumstance accrue under more than one of the foregoing clauses (i), (ii) and
(iii) of this Section 4 and the rate at which Additional Interest accrues on the
Notes as a result of the provisions of clauses (i), (ii) and (iii) of this
Section 4 may not exceed in the aggregate 1.0% per annum; provided further, that
(1) upon the filing of the applicable Exchange Offer Registration Statement or
the applicable Shelf Registration Statement as required hereunder (in the case
of clause (i)(A) or (B) of this Section 4), (2) upon the effectiveness of the
Exchange Offer Registration Statement or the applicable Shelf Registration
Statement as required hereunder (in the case of clause (ii)(A) or (B) of this
Section 4), or (3) upon the exchange of the Exchange Notes for all Notes
tendered (in the case of clause (iii)(A) of this Section 4), or upon the
effectiveness of a Subsequent Shelf Registration Statement in the case of Shelf
Registration Statement which had ceased to remain effective (in the case of
clause (iii)(B) of this Section 4), Additional Interest on the Notes as a result
of such clause (or the relevant subclause thereof), as the case may be, shall
cease to accrue. Additional Interest on the Notes as a result of clauses (i)(C),
(ii)(C) or (iii)(C) of this Section 4 shall cease to accrue if Additional
Interest (as defined in the Other Registration Rights Agreement) ceases to
accrue under the Other Registration Rights Agreement.

            (b) The Issuer shall notify the Trustee within three business days
after each and every date on which an event occurs in respect of which
Additional Interest is required to be paid (an "Event Date"), which notice shall
also be at least three business days prior to the date of any payment to be made
in accordance with the following sentence. Any amounts of Additional Interest
due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in
cash simultaneously with, and to the same persons entitled to receive, stated
interest on the Registrable Notes, commencing with the first such payment of
interest occurring after any such Additional Interest commences to accrue. The
amount of Additional Interest payable with respect to Registrable Notes will be
determined by multiplying the applicable Additional Interest rate by the
principal amount of the Registrable Notes, multiplied by a fraction, the
numerator of which is the number of days such Additional 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 Issuer shall effect such registrations to permit
the sale of the securities covered thereby in accordance with the intended
method or methods of disposition thereof, and pursuant


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thereto and in connection with any Registration Statement filed by the Issuer
hereunder the Issuer shall:

            (a) Prepare and file with the SEC prior to the applicable Filing
Date, a Registration Statement or Registration Statements as prescribed by
Sections 2 or 3 hereof, and use its best efforts to cause each such Registration
Statement to become effective and remain effective as provided herein; provided,
however, that, if (1) such filing is pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period relating thereto, before filing any Registration Statement or
Prospectus or any amendments or supplements thereto, the Issuer shall furnish to
and afford the Holders of the Registrable Notes included in such Registration
Statement or each such Participating Broker-Dealer, as the case may be, their
counsel and the managing underwriters, if any, 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 days prior to such filing, or such later date as is
reasonable under the circumstances). The Issuer shall not file any Registration
Statement or Prospectus or any amendments or supplements thereto if the Holders
of a majority in aggregate principal amount of the Registrable Notes included in
such Registration Statement, or any such Participating Broker-Dealer, as the
case may be, their counsel, or the managing underwriters, if any, shall
reasonably object.

            (b) Prepare and file with the SEC such 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 each of 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 Issuer shall be deemed not to have used its
best efforts to keep a Registration Statement effective during the Effectiveness
Period or the Applicable Period, as the case may be, relating thereto, if the
Issuer voluntarily takes any action that would result in selling Holders of the
Registrable Notes covered thereby 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 or permitted by this Agreement.

            (c) If (1) a Shelf Registration Statement is filed pursuant to
Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
Registration Statement filed pursuant to Section 2 hereof is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period relating thereto from whom
the Issuer has received written notice that it will be a Participating
Broker-Dealer in the Exchange Offer, notify the selling Holders of Registrable
Notes, or each such Participating Broker-Dealer, as the case may be, their
counsel and the managing underwriters, if any, promptly


                                     - 11 -
<PAGE>
(but in any event within one day), and confirm such notice in writing, (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 under the Securities Act
(including in such notice a written statement that any Holder may, upon request,
obtain, at the sole expense of the Issuer, 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 preliminary 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 or resales of Exchange Notes by Participating Broker-Dealers,
the representations and warranties of the Issuer contained in any agreement
(including any underwriting agreement) contemplated by Section 5(l) hereof cease
to be true and correct in all material respects, (iv) of the receipt by the
Issuer 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 or any information becoming known 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, 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
not misleading, and that in the case of 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, and (vi) of the
Issuer's determination that a post-effective amendment to a Registration
Statement would be appropriate.

            (d) If (1) a Shelf Registration Statement is filed pursuant to
Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
Registration Statement filed pursuant to Section 2 hereof is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period, use its best efforts to
prevent the issuance of any order suspending the effectiveness of the
Registration Statement or of any order preventing or suspending the use of the
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, to use its best efforts to obtain the withdrawal of any such
order at the earliest possible moment.

            (e) If a Shelf Registration Statement is filed pursuant to Section 3
and if requested by the managing underwriter or underwriters (if any), the
Holders of a majority in aggregate principal amount of the Registrable Notes
being sold in connection with an underwritten offering or any Participating
Broker-Dealer, (i) as promptly as practicable incorporate in a prospectus
supplement or post-effective amendment such information as the managing
underwriter or underwriters (if any), such Holders, any Participating
Broker-Dealer or


                                     - 12 -
<PAGE>
counsel for any of them reasonably request to be included therein, (ii) make all
required filings of such prospectus supplement or such post-effective amendment
as soon as practicable after the Issuer has received notification of the matters
to be incorporated in such prospectus supplement or post-effective amendment,
and (iii) supplement or make amendments to such Registration Statement.

            (f) If (1) a Shelf Registration Statement is filed pursuant to
Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
Registration Statement filed pursuant to Section 2 hereof is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period, furnish to each selling
Holder of Registrable Notes and to each such Participating Broker-Dealer who so
requests and to their respective counsel and each managing underwriter, if any,
at the sole expense of the Issuer, one conformed copy of the Registration
Statement or Registration Statements and each post-effective amendment thereto,
including financial statements and schedules, and, if requested, all documents
incorporated or deemed to be incorporated therein by reference and all exhibits.

            (g) If (1) a Shelf Registration Statement is filed pursuant to
Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
Registration Statement filed pursuant to Section 2 hereof is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period, deliver to each selling
Holder of Registrable Notes, or each such Participating Broker-Dealer, as the
case may be, their respective counsel, and the underwriters, if any, at the sole
expense of the Issuer, as many copies of the Prospectus or Prospectuses
(including each form of preliminary prospectus) and each amendment or supplement
thereto and any documents incorporated by reference therein as such Persons may
reasonably request; and, subject to the last paragraph of this Section 5, the
Issuer hereby consents to the use of such Prospectus and each amendment or
supplement thereto 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.

            (h) Prior to any public offering of Registrable Notes or Exchange
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 its best efforts to register or
qualify, and to cooperate with the selling Holders of Registrable Notes or each
such Participating Broker-Dealer, as the case may be, the managing underwriter
or 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 for offer and sale under the securities
or Blue Sky laws of such jurisdictions within the United States as any selling
Holder, Participating Broker-Dealer, or the managing underwriter or underwriters
reasonably request in writing; provided, however, that where Exchange Notes held
by Participating Broker-Dealers or Registrable Notes are offered other than
through an underwritten offering, the Issuer agrees to cause its counsel to
perform Blue Sky investigations and file registrations and qualifications
required to be filed pursuant to this Section 5(h), keep each such registration
or qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and do any and all other
acts or things reasonably necessary or advisable to enable the disposition in
such jurisdictions of the Exchange


                                     - 13 -
<PAGE>
Notes held by Participating Broker-Dealers or the Registrable Notes covered by
the applicable Registration Statement; provided, however, that the Issuer shall
not be required to (A) qualify generally to do business in any jurisdiction
where it is not then so qualified, (B) take any action that would subject it to
general service of process in any such jurisdiction where it is not then so
subject or (C) subject itself to taxation in excess of a nominal dollar amount
in any such jurisdiction where it is not then so subject.

            (i) If a Shelf Registration Statement is filed pursuant to Section 3
hereof, 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 permitted by the Indenture and
registered in such names as the managing underwriter or underwriters, if any, or
Holders may request.

            (j) If (1) a Shelf Registration Statement is filed pursuant to
Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
Registration Statement filed pursuant to Section 2 hereof 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 paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly as
practicable prepare and (subject to Section 5(a) hereof) file with the SEC, at
the sole expense of the Issuer, 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, any 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.

            (k) Prior to the effective date of the first Registration Statement
relating to the Registrable Notes, (i) provide the Trustee with certificates for
the Registrable Notes in a form eligible for deposit with The Depository Trust
Company and (ii) provide a CUSIP number for the Registrable Notes.

            (l) In connection with any underwritten offering of Registrable
Notes pursuant to a Shelf Registration Statement, enter into an underwriting
agreement which is customary in underwritten offerings of debt securities
similar to the Notes in form and substance reasonably satisfactory to the Issuer
and take all such other actions as are reasonably requested by the managing
underwriter or underwriters in order to expedite or facilitate the registration
or the disposition of such Registrable Notes and, in such connection, (i) make
such representations and warranties to, and covenants with, the underwriters
with respect to the business of the Issuer (including any acquired business,
properties or entity, if applicable) and the Registration Statement, Prospectus
and documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, as are customarily made by Issuer to underwriters in
underwritten offerings of debt securities similar to the Notes, and confirm the
same in writing if and when requested in form and substance reasonably
satisfactory to the Issuer; (ii) obtain the written


                                     - 14 -
<PAGE>
opinions of counsel to the Issuer and written updates thereof in form, scope and
substance reasonably satisfactory to the managing underwriter or underwriters,
addressed to the underwriters covering the matters customarily covered in
opinions reasonably requested in underwritten offerings and such other matters
as may be reasonably requested by the managing underwriter or underwriters;
(iii) obtain "cold comfort" letters and updates thereof in form, scope and
substance reasonably satisfactory to the managing underwriter or underwriters
from the independent certified public accountants of the Issuer (and, if
necessary, any other independent certified public accountants of the Issuer, or
of any business or entity for which financial statements and financial data are,
or are required to be, included or incorporated by reference 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 and such other matters as are reasonably requested by the
managing underwriter or underwriters as permitted by the Statement on Auditing
Standards No. 72, as amended by the Statement on Auditing Standards No. 76; and
(iv) if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable to the sellers and
underwriters, if any, than those set forth in Section 7 hereof (or such other
provisions and procedures acceptable to Holders of a majority in aggregate
principal amount of Registrable Notes covered by such Registration Statement and
the managing underwriter or underwriters or agents, if any). The above shall be
done at each closing under such underwriting agreement, or as and to the extent
required thereunder.

            (m) If (1) a Shelf Registration Statement is filed pursuant to
Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
Registration Statement filed pursuant to Section 2 hereof 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, pertinent corporate
documents and instruments of the Issuer 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 Issuer and any of its subsidiaries to supply all information
reasonably requested by any such Inspector in connection with such Registration
Statement and Prospectus. Each Inspector shall agree in writing that it will
keep the Records confidential and that it will not disclose any of the Records
that the Issuer determines, in good faith, to be confidential and notifies the
Inspectors in writing are confidential unless (i) the disclosure of such Records
is necessary to avoid or correct a material misstatement or material omission in
such Registration Statement or Prospectus, (ii) the release of such Records is
ordered pursuant to a subpoena or other order from a court of competent
jurisdiction, or (iii) the information in such Records has been made generally
available to the public; provided, however, that prior notice shall be provided
as soon as practicable to the Issuer of the potential disclosure of any
information by such Inspector pursuant to clauses (i) or (ii) of this sentence
to permit the Issuer to obtain a protective order (or waive the provisions of
this paragraph (m)) and that such Inspector shall take such actions as are
reasonably necessary to protect the confidentiality of such information (if


                                     - 15 -
<PAGE>
practicable) to the extent such action is otherwise not inconsistent with, an
impairment of or in derogation of the rights and interests of the Holder or any
Inspector. If, in the course of performing due diligence, any Inspector becomes
aware of material nonpublic information about the Issuer and its subsidiaries,
the Inspector will not, and will take all steps reasonably necessary to ensure
that anyone to whom the Inspector discloses the material non public information
will not trade in any securities of the Issuer until the information becomes
public (whether through inclusion in the Shelf Registration Statement or
Exchange Offer Registration Statement or otherwise) or the information ceases to
be material.

            (n) Provide an indenture trustee for the Registrable Notes or the
Exchange Notes, as the case may be, and cause the Indenture or the trust
indenture provided for in Section 2(a) hereof, as the case may be, to be
qualified under the TIA not later than the effective date of the first
Registration Statement relating to the Registrable Notes; and in connection
therewith, cooperate with the trustee under any such indenture and the Holders
of the Registrable Notes, 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 its best efforts to cause such trustee to execute,
all documents as may be required to effect such changes, and all other forms and
documents required to be filed with the SEC to enable such indenture to be so
qualified in a timely manner.

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

            (p) Upon consummation of the Exchange Offer or a Private Exchange,
obtain an opinion of counsel to the Issuer, in a form customary for underwritten
transactions, addressed to the Trustee for the benefit of all Holders of
Registrable Notes participating in the Exchange Offer or the Private Exchange,
as the case may be, that the Exchange Notes or Private Exchange Notes, as the
case may be, and the related indenture constitute legal, valid and binding
obligations of the Issuer, enforceable against the Issuer in accordance with
their respective terms, subject to customary exceptions and qualifications.

            (q) If the Exchange Offer or a Private Exchange is to be
consummated, upon delivery of the Registrable Notes by Holders to the Issuer (or
to such other Person as directed by the Issuer) to be exchanged for Exchange
Notes or Private Exchange Notes, as the case may be, the Issuer shall mark, or
cause to be marked, on such Registrable Notes that such Registrable Notes are
being canceled in exchange for Exchange Notes or Private Exchange Notes, as the
case may be; in no event shall such Registrable Notes be marked as paid or
otherwise satisfied.



                                     - 16 -
<PAGE>
            (r) 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 National Association of Securities
Dealers, Inc. (the "NASD").

            (s) Use its best efforts to take all other steps reasonably
necessary to effect the registration of the Exchange Notes and/or Registrable
Notes covered by a Registration Statement contemplated hereby.

            The Issuer may require each seller of Registrable Notes as to which
any registration is being effected to furnish to the Issuer such information
regarding such seller and the distribution of such Registrable Notes as the
Issuer may, from time to time, reasonably request. The Issuer may exclude from
such registration the Registrable Notes of any seller so long as such seller
fails to furnish such information within a reasonable time after receiving such
request. Each seller as to which any Shelf Registration is being effected agrees
to furnish promptly to the Issuer all information required to be disclosed in
order to make the information previously furnished to the Issuer by such seller
not materially misleading.

            If any Registration Statement refers to any Holder by name or
otherwise as the holder of any securities of the Issuer, then such Holder shall
have the right to require (i) the insertion therein of language, in form and
substance reasonably satisfactory to such Holder, to the effect that the holding
by such Holder of such securities is not to be construed as a recommendation by
such Holder of the investment quality of the securities covered thereby and that
such holding does not imply that such Holder will assist in meeting any future
financial requirements of the Issuer, or (ii) in the event that such reference
to such Holder by name or otherwise is not required by the Securities Act or any
similar federal statute then in force, the deletion of the reference to such
Holder in any amendment or supplement to the Registration Statement filed or
prepared subsequent to the time that such reference ceases to be required.

            Each Holder of Registrable Notes and each Participating
Broker-Dealer agrees by its acquisition of such Registrable Notes or of Exchange
Notes to be sold by such Participating Broker-Dealer, as the case may be, that,
upon actual receipt of any notice from the Issuer of the happening of any event
of the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi)
hereof, such Holder will forthwith discontinue disposition of such Registrable
Notes covered by such Registration Statement or Prospectus or Exchange Notes to
be sold by such Holder or Participating Broker-Dealer, as the case may be, until
such Holder's or Participating Broker-Dealer's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(j) hereof, or until
it is advised in writing (an "Advice") by the Issuer that the use of the
applicable Prospectus may be resumed, and has received copies of any amendments
or supplements thereto. In the event that the Issuer shall give any such notice,
the Applicable Period shall be extended by the number of days from and including
the date of the giving of each such notice to and including the date when each
seller of Registrable Notes covered by such Registration Statement or Exchange
Notes to be sold by such Participating Broker-Dealer, as the case may be, shall
have received (x) the copies of the supplemented or amended Prospectus
contemplated by Section 5(j) hereof or (y) an Advice with respect to said
notice.

      6. Registration Expenses



                                     - 17 -
<PAGE>
            All fees and expenses incident to the performance of or compliance
with this Agreement by the Issuer (other than any underwriting discounts or
commissions) shall be borne by the Issuer whether or not the Exchange Offer
Registration Statement or any Shelf Registration Statement is filed or becomes
effective or the Exchange Offer is consummated, including, without limitation,
(i) all registration and filing fees (including, without limitation, (A) fees
with respect to filings required to be made with the NASD in connection with an
underwritten offering and (B) reasonable fees and expenses of compliance with
state securities or Blue Sky laws (including, without limitation, 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 the
jurisdictions (x) where the holders of Registrable Notes are located, in the
case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, 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 certificates for Registrable Notes or
Exchange Notes in a form eligible for deposit with The Depository Trust Company
and of printing prospectuses if the printing of prospectuses is requested by the
managing underwriter or underwriters, if any, by the Holders of a majority in
aggregate principal amount of the Registrable Notes included in any Registration
Statement or in respect of Registrable Notes or Exchange Notes to be sold by any
Participating Broker-Dealer during the Applicable Period, as the case may be,
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Issuer and reasonable fees and disbursements of one firm of
special counsel for the sellers of Registrable Notes, (v) fees and disbursements
of all independent certified public accountants referred to in Section 5(l)(iii)
hereof (including, without limitation, the expenses of any special audit and
"cold comfort" letters required by or incident to such performance), (vi)
Securities Act liability insurance, if the Issuer desires such insurance, (vii)
fees and expenses of all other Persons retained by the Issuer, (viii) internal
expenses of the Issuer (including, without limitation, all salaries and expenses
of officers and employees of the Issuer performing legal or accounting duties),
(ix) the expense of any annual audit, (x) any fees and expenses incurred in
connection with the listing of the securities to be registered on any securities
exchange, and the obtaining of a rating of the securities, in each case, if
applicable, and (xi) the expenses relating to printing, word processing and
distributing all Registration Statements, underwriting agreements, indentures
and any other documents necessary in order to comply with this Agreement.

      7. Indemnification

            (a) The Issuer agrees to indemnify and hold harmless each Holder of
Registrable Notes and each Participating Broker-Dealer selling Exchange Notes
during the Applicable Period, the affiliates, officers, directors,
representatives, employees and agents of each such Person, and each Person, if
any, who controls any such Person within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act (each, a "Participant"), from
and against any and all losses, claims, damages, judgments, liabilities and
expenses (including, without limitation, the reasonable legal fees and other
expenses actually incurred in connection with any suit, action or proceeding or
any claim asserted) caused by, arising out of or based upon any untrue statement
or alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment thereto) or Prospectus (as amended or supplemented
if the Issuer shall have made any amendments or supplements thereto) or any
preliminary prospectus, or caused by, arising out of or based upon any omission
or alleged omission to state


                                     - 18 -
<PAGE>
therein a material fact required to be stated therein or necessary to make the
statements therein, in the case of the Prospectus in light of the circumstances
under which they were made, not misleading, except insofar as such losses,
claims, damages or liabilities are caused by any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with information relating to any Participant, any underwriter, or the manner in
which securities are to be distributed, furnished to the Issuer in writing by
such Participant or an underwriter expressly for use therein.

            (b) Each Participant agrees, severally and not jointly, to indemnify
and hold harmless the Issuer, its affiliates, officers, directors,
representatives, employees and agents and each Person who controls the Issuer
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent (but on a several, and not joint, basis) as the
foregoing indemnity from the Issuer to each Participant, but only with reference
to information relating to such Participant or the manner in which securities
are to be distributed by such Participant or someone acting on such
Participant's behalf, furnished to the Issuer in writing by such Participant
expressly for use in any Registration Statement or Prospectus, any amendment or
supplement thereto, or any preliminary prospectus. The liability of any
Participant under this paragraph shall in no event exceed the proceeds received
by such Participant from sales of Registrable Notes or Exchange Notes giving
rise to such obligations.

            (c) If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs, such Person (the "Indemnified Person") shall promptly
notify the Persons against whom such indemnity may be sought (the "Indemnifying
Persons") in writing, and the Indemnifying Persons, upon request of the
Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Persons may reasonably designate (which may include the
Indemnifying Persons, unless representation of the Indemnifying Persons by the
same counsel would be inappropriate due to actual or potential differing
interests between them) in such proceeding and shall pay the fees and expenses
actually incurred by such counsel related to such proceeding; provided, however,
that the failure to so notify the Indemnifying Persons (i) will not relieve it
from any liability under paragraph (a) or (b) above unless and to the extent
such failure results in the forfeiture by the Indemnifying Person of substantial
rights and defenses and (ii) will not, in any event, relieve the Indemnifying
Person from any obligations to any Indemnified Person other than the
indemnification obligation provided in paragraphs (a) and (b) above. In any such
proceeding, any Indemnified Person shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person unless (i) the Indemnifying Persons and the Indemnified
Person shall have mutually agreed to the contrary, (ii) the Indemnifying Persons
shall have failed within a reasonable period of time to retain counsel
reasonably satisfactory to the Indemnified Person or (iii) the named parties in
any such proceeding (including any impleaded parties) include both any
Indemnifying Person and the Indemnified Person or any affiliate thereof and
representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them. It is understood that,
unless there exists a conflict among the Indemnified Persons, the Indemnifying
Persons shall not, in connection with such proceeding or separate but
substantially similar related proceeding in the same jurisdiction arising out of
the same general allegations, be liable for the fees and expenses of more than
one


                                     - 19 -
<PAGE>
separate firm (in addition to any local counsel) for all Indemnified Persons,
and that all such fees and expenses shall be reimbursed promptly as they are
incurred. Any such separate firm for the Participants against whom a suit,
action, proceeding, claim or demand is brought or asserted and control Persons
of such Participants shall be designated in writing by Participants who sold a
majority in interest of Registrable Notes and Exchange Notes sold by all such
Participants, and any such separate firm for the Issuer, its affiliates,
officers, directors, representatives, employees and agents and such control
Persons of the Issuer shall be designated in writing by the Issuer.

            The Indemnifying Persons shall not be liable for any settlement of
any proceeding effected without their prior written consent, but if settled with
such consent or if there be a final non-appealable judgment for the plaintiff
for which any Indemnified Persons are entitled to indemnification pursuant to
this Agreement, each of the Indemnifying Persons agrees to indemnify and hold
harmless each Indemnified Person from and against any loss or liability by
reason of such settlement or judgment. No Indemnifying Person shall, without the
prior written consent of the Indemnified Persons, effect any settlement or
compromise of any pending or threatened proceeding in respect of which any
Indemnified Person is or could have been a party, or indemnity could have been
sought hereunder by such Indemnified Person, unless such settlement (A) includes
an unconditional written release of such Indemnified Person, in form and
substance reasonably satisfactory to such Indemnified Person, from all liability
on claims that are the subject matter of such proceeding and (B) does not
include any statement as to an admission of fault, culpability or failure to act
by or on behalf of such Indemnified Person.

            (d) If the indemnification provided for in the first and second
paragraphs of this Section 7 is for any reason unavailable to, or insufficient
to hold harmless, an Indemnified Person in respect of any losses, claims,
damages or liabilities referred to therein, then each Indemnifying Person under
such paragraphs, in lieu of indemnifying such Indemnified Person thereunder and
in order to provide for just and equitable contribution, shall contribute to the
amount paid or payable by such Indemnified Person as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect
(i) the relative benefits received by the Indemnifying Person or Persons on the
one hand and the Indemnified Person or Persons on the other from the applicable
offering of Registrable or Exchanged Notes or (ii) if the allocation provided by
the foregoing clause (i) is not permitted by applicable law, not only such
relative benefits but also the relative fault of the Indemnifying Person or
Persons on the one hand and the Indemnified Person or Persons on the other in
connection with the statements or omissions or alleged statements or omissions
that resulted in such losses, claims, damages or liabilities (or actions in
respect thereof) as well as any other relevant equitable considerations. The
relative fault of the parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Issuer on the one hand or such Participant or such other
Indemnified Person, as the case may be, on the other, the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission, and any other equitable considerations appropriate
in the circumstances.

            (e) The parties agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
(even if the Participants were treated as one entity for such purpose) or by any
other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The


                                     - 20 -
<PAGE>
amount paid or payable by an Indemnified Person as a result of the losses,
claims, damages, judgments, liabilities and expenses referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any reasonable legal or other expenses actually
incurred by such Indemnified Person in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this
Section 7, in no event shall a Participant be required to contribute any amount
in excess of the amount by which proceeds received by such Participant from
sales of Registrable Notes or Exchange Notes, as the case may be, exceeds the
amount of any damages that such Participant has otherwise been required to pay
or has paid by reason of such untrue or alleged untrue statement or omission or
alleged omission. No Person guilty of a 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.

            (f) Any losses, claims, damages, liabilities or expenses for which
an indemnified party is entitled to indemnification or contribution under this
Section 7 shall be paid by the Indemnifying Person to the Indemnified Person as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 7 and the
representations and warranties of the Issuer set forth in this Agreement shall
remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Holder or any person who controls a
Holder, or by the Issuer, its directors, officers, employees or agents or any
person controlling any of the Issuer, and (ii) any termination of this
Agreement.

            (g) The indemnity and contribution agreements contained in this
Section 7 will be in addition to any liability which the Indemnifying Persons
may otherwise have to the Indemnified Persons referred to above.

      8. Rules 144 and 144A

            The Issuer covenants and agrees that it will file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the SEC thereunder in a timely manner in
accordance with the requirements of the Securities Act and the Exchange Act and,
if at any time the Issuer is not required to file such reports, the Issuer will,
upon the request of any Holder or beneficial owner of Registrable Notes, make
available such information necessary to permit sales pursuant to Rule 144A under
the Securities Act. The Issuer further covenants and agrees, for so long as any
Registrable Notes remain outstanding that it will take such further action as
any Holder of Registrable Notes may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Notes
without registration under the Securities Act within the limitations of the
exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act,
as such Rules may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the SEC.

      9. Underwritten Registrations

            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


                                     - 21 -
<PAGE>
principal amount of such Registrable Notes included in such offering and shall
be reasonably acceptable to the Issuer.

            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 in a timely manner all questionnaires, powers of
attorney, indemnities, underwriting agreements and other customary documents
required by the Issuer or the underwriter in connection with such underwriting
arrangements.

      10. Miscellaneous

            (a) No Inconsistent Agreements. The Issuer has not, as of the date
hereof, and the Issuer shall not, after the date of this Agreement, enter into
any agreement with respect to any of its securities that is inconsistent with
the rights granted to the Holders of Registrable Notes in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Issuer's other issued and outstanding
securities under any such agreements. The Issuer will not enter into any
agreement with respect to any of its securities which will grant to any Person
piggyback registration rights with respect to any Registration Statement other
than the Other Registration Rights Agreement.

            (b) Adjustments Affecting Registrable Notes. The Issuer shall not,
directly or indirectly, take any action with respect to the Registrable Notes as
a class that would adversely affect the ability of the Holders of Registrable
Notes to include such Registrable Notes in a registration undertaken pursuant to
this Agreement.

            (c) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of (I) the Issuer and (II)(A) the Holders of not less than a majority in
aggregate principal amount of the then outstanding Registrable Notes and (B) if
the amendment, modification, supplement, waiver or consent would adversely
affect the Participating Broker-Dealers, the Participating Broker-Dealers
holding not less than a majority in aggregate principal amount of the Exchange
Notes held by all Participating Broker-Dealers; provided, however, that Section
7 and this Section 10(c) may not be amended, modified or supplemented without
the prior written consent of each Holder and each Participating Broker-Dealer
(including any person who was a Holder or Participating Broker-Dealer of
Registrable Notes or Exchange Notes, as the case may be, disposed of pursuant to
any Registration Statement) affected by any such amendment, modification or
supplement. 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 sold pursuant
to a 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 sold pursuant to such Registration Statement.



                                     - 22 -
<PAGE>
            (d) Notices. All notices and other communications (including,
without limitation, any notices or other communications to the Trustee) provided
for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

            (i) if to a Holder of the Registrable Notes or 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 under the Indenture, with a copy in like manner to the Initial
      Purchaser as follows:

                              Deutsche Bank Securities Inc.
                              60 Wall Street
                              New York, New York 10005
                              Attention:  Leveraged Finance

                              with a copy to:
                              Willkie Farr & Gallagher
                              787 Seventh Avenue
                              New York, New York, 10019
                              Attention:  John S. D'Alimonte, Esq.
                                          David K. Boston, Esq.


                                     - 23 -
<PAGE>
                  (ii)  if to the Issuer, at the address as follows:

                              1601 Washington Avenue, Suite 800
                              Miami Beach, Florida  33139
                              Attention:  Zena Manes Dickstein, Esq.

                              with a copy to:

                              Clifford Chance US LLP
                              200 Park Avenue
                              New York, New York 10166
                              Attention:  David W. Bernstein, Esq.


            (iii) if to the Initial Purchaser, at the address specified in
      Section 10(d)(i).

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

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

            (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto, the Holders and the Participating Broker-Dealers.

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

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

            (h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD APPLY THE LAW OF ANY OTHER
JURISDICTION. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF
THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR OF THE UNITED
STATES OF AMERICA FOR THE


                                     - 24 -
<PAGE>
SOUTHERN DISTRICT OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT.

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

            (j) Securities Held by the Issuer or its Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Registrable Notes is
required hereunder, Registrable Notes held by the Issuer 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.

            (k) Third-Party Beneficiaries. Holders of Registrable Notes and
Participating Broker-Dealers are intended third-party beneficiaries of this
Agreement, and this Agreement may be enforced by such Persons.

            (l) Entire Agreement. This Agreement, together with the Purchase
Agreement and the Indenture, 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, understandings,
correspondence, conversations and memoranda between the Holders on the one hand
and the Issuer 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.

                            [Signature page follows.]



                                     - 25 -
<PAGE>
           IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

                                 LNR PROPERTY CORPORATION

                                 By:
                                      ------------------------------------------
                                     Name:
                                     Title:

The foregoing Agreement is hereby
confirmed and accepted as of the date first
above written.

DEUTSCHE BANK SECURITIES INC.,
  as Initial Purchaser

By:
    --------------------------------
    Name:
    Title:

By:
    --------------------------------
    Name:
    Title:


                [Signature Page to Registration Rights Agreement]