Exhibit 10.2

REGISTRATION RIGHTS
AGREEMENT

     This Registration Rights Agreement (this "Agreement") is dated
as of July 11, 2005, by and among GSC Capital Corp., a Maryland corporation (the
"Company"), Deutsche Bank Securities Inc. (the "Initial Purchaser"), and GSCP
(NJ), L.P., a Delaware limited liability company, for the benefit of the Initial
Purchaser and the Holders (as defined below).

     A.
This Agreement is entered into in connection with the Purchase Agreement dated
as of June 23, 2005 (the "Purchase Agreement") among the Company, GSCP (NJ),
L.P. and the Initial Purchaser, which provides for the offering and sale (the
"Offering") of $85,000,000 aggregate principal amount of the Company's 7.25%
Convertible Senior Notes due 2010 (the "Firm Notes"). The Company also granted
to the Initial Purchaser, pursuant and subject to the terms of the Purchase
Agreement, an option, within 13 days of the date of the closing of the Offering,
to purchase up to $25,000,000 aggregate principal amount of its 7.25%
Convertible Senior Notes due 2010 (the "Additional Notes" and, collectively with
the Firm Notes, the "Notes"). The Notes are to be issued under an indenture (the
“Indenture”) to be dated as of July 11, 2005, by and between the Company and
Wachovia Bank, National Association, as Trustee.

     The Notes will be convertible into shares of common stock of
the Company, $0.001 par value ("Common Stock"). The shares of Common Stock into
which the Notes may be convertible are referred to herein as the "Underlying
Shares."

     B.
In order to induce the investors who are purchasing the Notes in the Offering to
purchase such Notes and the Initial Purchaser to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights provided
for in this Agreement for the holders of Registrable Securities (as defined
below).

     C.
The execution and delivery of this Agreement is a condition to the closing of
the transactions contemplated by the Purchase Agreement.

     NOW, THEREFORE, in consideration of the premises and the mutual
covenants of the parties hereto, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

     1.
Definitions. As used in this Agreement, the following terms
shall have the following meanings:

     Additional Mandatory Shelf Registration
Statement: As defined in Section
2(b)(iv) herein.

     Additional Shares:
Shares of Common Stock or other securities issued in respect of the Shares by
reason of or in connection with any stock dividend, stock distribution, stock
split, or similar issuance.













     Agreement: As defined in the Introductory Paragraph of this
Agreement.

     Affiliate: As to
any specified Person, (i) any Person that directly, or indirectly through one or
more intermediaries, controls or is controlled by, or is under common control
with, the specified Person, (ii) any executive officer, director, trustee,
managing member or general partner of the specified Person and (iii) any legal
entity for which the specified Person acts as an executive officer, director,
trustee, managing member or general partner. For purposes of this definition,
"control" (including the correlative meanings of the terms "controlled by" and
"under common control with"), as used with respect to any Person, shall mean the
possession, directly, or indirectly through one or more intermediaries, of the
power to direct or cause the direction of the management and policies of such
Person, whether by contract, through the ownership of voting securities,
partnership interests, membership interests or other equity interests or
otherwise.

     Business Day: With
respect to any act to be performed hereunder, each Monday, Tuesday, Wednesday,
Thursday and Friday that is not a day on which banking institutions in New York,
New York are authorized or obligated by applicable law, regulation or executive
order to close.

     Commission: The Securities and Exchange Commission.

     Common Stock: As defined in Recital A hereof.

     Company: As
defined in the Introductory Paragraph of this Agreement, and any successor
thereto.

     End of Suspension
Notice: As defined in Section 5(b)
hereof.

     Exchange Act: The
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated by the Commission pursuant thereto.

     Holder: Each
Participant and its direct or indirect transferees, so long as such Participant
or transferee owns any Registrable Securities.

    
Indemnified Party: As defined in
Section 6(a) hereof.

    
Indenture: As defined in Recital A
hereof.

     IPO: The Company's
initial public offering of shares of its Common Stock, registered under the
Securities Act, which (for the avoidance of doubt) may be a Qualified
IPO.

     Management Agreement: That certain agreement dated July 11, 2005 by and between the
Company and GSCP (NJ), L.P.

    
Mandatory Shelf Registration Statement: As defined in Section 2(a) hereof.

    
NASD: The National Association of
Securities Dealers, Inc.

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Notes: As defined in Recital A
hereof.

    
Offering: As defined in Recital A
hereof.

     Participants: (i)
GSC Secondary Interest Fund, LLC, which is purchasing the Regulation D Note from
the Company in the Offering, and (ii) the purchasers of the Rule 144A Notes from
the Initial Purchaser in the Offering.

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

     Prospectus: The
prospectus included in any Registration Statement, including any preliminary
prospectus, and all other amendments and supplements to any such prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference, if any, in such
prospectus.

    
Public Offering Registration Statement: As defined in Section 2 hereof.

     Purchase Agreement: As defined in Recital A of this Agreement, as amended from
time to time.

     Qualifying IPO: A
public offering of shares of Common Stock, registered under the Securities Act,
in which the gross proceeds received by the Company and/or by the selling
stockholders exceed $125 million.

     Registrable Securities: Each of the Notes, Underlying Shares and any Additional
Shares, upon original issuance thereof, and at all times subsequent thereto,
including upon the transfer thereof by the original holder or any subsequent
holder, until the earliest to occur of:


       (i) the date on which such Notes, Underlying Shares or
    Additional Shares have been sold pursuant to a Registration Statement or
    distributed to the public pursuant to Rule 144;

       (ii) the date on which, in the opinion of counsel to the
    Company, such Notes, Underlying Shares or Additional Shares not held by
    Affiliates of the Company are sellable pursuant to subparagraph (k) of Rule 144;
    or

       (iii) the date on which such Notes, Underlying Shares or
    Additional Shares are sold to the Company or any of its subsidiaries.



     Registration Expenses: Any and all expenses incident to the performance of or
compliance with this Agreement, including, without limitation: (i) all
Commission, securities exchange, NASD registration, listing, inclusion and
filing fees including, if applicable, the fees and expenses of any "qualified
independent underwriter" (and its counsel) that is required to be retained by
any holder of Registrable Securities in accordance with the rules and
regulations of the NASD, (ii) all fees and expenses 

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incurred in connection with
compliance with international, federal or state securities or blue sky laws
     (including, without limitation, any registration, listing and filing fees
    and  reasonable fees and disbursements of counsel in connection with blue
    sky  qualification of any of the Registrable Securities and the preparation
    of a blue  sky memorandum and compliance with the rules of the NASD), (iii)
    all expenses of  any Persons in preparing or assisting in preparing, word
    processing,  duplicating, printing, delivering and distributing any Registration
    Statement,  any Prospectus, any amendments or supplements thereto, any underwriting
     agreements, securities sales agreements, certificates and any other documents
     relating to the performance under and compliance with this Agreement, (iv)
    all  fees and expenses incurred in connection with the listing or inclusion
    of any of  the Registrable Securities on any securities exchange or the
    Nasdaq Stock Market  pursuant to Section 4(m) of this Agreement, (v) the
    fees and disbursements of  counsel for the Company and of the independent
    public accountants of the Company  (including, without limitation, the expenses
    of any special audit and "cold
comfort" letters required by or incident to such performance), and reasonable
 fees and disbursements of one counsel for the selling Holders to review the
 Mandatory Shelf Registration Statement, any Subsequent Shelf Registration
Statement, and, if the Company notifies the Holders pursuant to Section 2(b)
 hereof of its intent to file a Public Offering Registration Statement within
one  year of the date of this Agreement, the Public Offering Registration Statement,
 and (vi) any fees and disbursements customarily paid by issuers in issues and
 sales of securities (including the fees and expenses of any experts retained
by  the Company in connection with any Registration Statement), provided, however, that
Registration Expenses shall exclude brokers' or underwriters' discounts and
 commissions and transfer taxes or transfer fees, if any, relating to the sale
or  disposition of Registrable Securities by a Holder and the fees and disbursements
 of any counsel to the Holders other than as provided for in subparagraph (v)
 above. Notwithstanding the foregoing, Registration
 Expenses shall  include brokers' or underwriters' discounts and commissions
 and transfer taxes  or transfer fees, if any, in connection with the resale
 by a Holder of  Underlying Shares in a Qualifying IPO but only to the extent
 such brokers' and  underwriters' discounts and commissions and transfer taxes
 or transfer fees  exceed 4% of the public offering price of the Common Stock
 in such Qualifying  IPO.

     Registration Statement: Any Shelf Registration Statement or Public Offering
Registration Statement (to the extent that it covers the resale of any
Registrable Securities), including the Prospectus, amendments and supplements to
such registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto and all material incorporated by reference or
deemed to be incorporated by reference, if any, in such registration
statement.

     Regulation D:
Regulation D (Rules 501-508) promulgated by the Commission under the Securities
Act, as such rules may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission as a replacement thereto having
substantially the same effect as such regulation.

     Regulation D Note:
The Note sold by the Company in accordance with the Purchase Agreement in
accordance with Regulation D and pursuant to the Subscription Agreement (as
defined in the Purchase Agreement).

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     Rule 144: Rule 144
promulgated by the Commission pursuant to the Securities Act, as such rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission as a replacement thereto having substantially the same
effect as such rule.

     Rule 144A: Rule
144A promulgated by the Commission pursuant to the Securities Act, as such rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission as a replacement thereto having substantially the same
effect as such rule.

     Rule 144A Notes:
Notes initially sold by the Company to the Initial Purchaser and resold by the
Initial Purchaser to “qualified institutional buyers” (as such term is defined
in Rule 144A).

     Rule 158: Rule 158
promulgated by the Commission pursuant to the Securities Act, as such rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission as a replacement thereto having substantially the same
effect as such rule.

     Rule 415: Rule 415
promulgated by the Commission pursuant to the Securities Act, as such rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission as a replacement thereto having substantially the same
effect as such rule.

     Rule 424: Rule 424
promulgated by the Commission pursuant to the Securities Act, as such rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission as a replacement thereto having substantially the same
effect as such rule.

     Rule 429: Rule 429
promulgated by the Commission pursuant to the Securities Act, as such rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission as a replacement thereto having substantially the same
effect as such rule.

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

     Shelf Registration Statement: The Mandatory Shelf Registration Statement, any Subsequent
Shelf Registration Statement or any short form registration statement filed
pursuant to Section 4(a) hereof.

     Subsequent Shelf Registration
Statement: As defined in Section
2(d) hereof.

     Suspension Event: As defined in Section 5(b) hereof. 

     Suspension Notice: As defined in Section 5(b) hereof. 

     Trigger Date: As
    defined in Section 2(a) hereof.

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     Underlying Shares: As defined in Recital A hereof.

    Underwritten Offering: A sale of securities of the Company to an underwriter or
underwriters for reoffering to the public.

     2.
Registration Rights.

     (a) Mandatory Shelf
Registration. As set forth in
Section 4 hereof, the Company agrees to file with the Commission concurrently
with the filing of a registration statement for an IPO, a registration statement
on Form S-11 or such other form under the Securities Act then available to the
Company providing for the resale pursuant to Rule 415 from time to time by the
Holders of any and all Registrable Securities (including for the avoidance of
doubt any Additional Shares that are issued prior to the effectiveness of such
registration statement) (such registration statement, including the Prospectus,
amendments and supplements to such registration statement or Prospectus,
including pre-and post-effective amendments, all exhibits thereto and all
material incorporated by reference or deemed to be incorporated by reference, if
any, in such registration statement, the "Mandatory Shelf Registration
Statement"). The Company shall use its commercially reasonable efforts to cause
such Mandatory Shelf Registration Statement to be declared effective by the
Commission as promptly as practicable following such filing, and for this
purpose, the Company shall be entitled to consider the advice of the managing
underwriter or underwriters of an IPO which is then pending as to the effect
that the effectiveness of the Mandatory Shelf Registration Statement could
reasonably be expected to have on the marketing of the IPO. Any Mandatory Shelf
Registration Statement shall provide for the resale from time to time, and
pursuant to any method or combination of methods legally available (including,
without limitation, an Underwritten Offering or a sale through brokers or
agents), by the Holders of any and all Registrable Securities.

     In
the event the Mandatory Shelf Registration Statement is not filed with the
Commission concurrently with the filing of a registration statement for an IPO
(the "Trigger Date"), GSCP (NJ), L.P. shall forfeit the base management fee it
is entitled to receive pursuant to the Management Agreement for a period
commencing from and after the Trigger Date until the Mandatory Shelf
Registration Statement is filed and the Company shall defer all incentive
management fee payments to be paid to GSCP (NJ), L.P. pursuant to the Management
Agreement from and after the Trigger Date until the Mandatory Shelf Registration
Statement is filed.

     (b) Public Offering
Registration. If the Company
proposes to file a registration statement on Form S-11 or such other form under
the Securities Act providing for an IPO or other public offering of shares of
Common Stock (such registration statement, including the Prospectus, amendments
and supplements to such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto and all material incorporated by
reference or deemed to be incorporated by reference, if any, in such
registration statement, the "Public Offering Registration Statement"), the
Company shall notify each Holder of the filing (including notifying each Holder
of the identity of the managing underwriters of such public offering), within
five 

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(5) Business Days after such
filing, and afford each Holder an opportunity to include in such Public Offering
Registration Statement all or any part of the Underlying Shares then held by
such Holder and, in the case of an IPO, allow each such Holder to elect to
convert such Holder's Notes in accordance with the terms of the Indenture for
the purpose of including such Underlying Shares in the IPO. Each Holder desiring
to include in any such Public Offering Registration Statement all or part of the
Registrable Securities held by such Holder shall, within twenty (20) days after
receipt of the above-described notice by the Company, so notify the Company in
writing, and in such notice shall inform the Company of the number of Underlying
Shares such Holder wishes to include in such Public Offering Registration
Statement.


       (i) Right to
    Terminate Public Offering Registration. At any time, the Company shall have the right to terminate or
    withdraw any Public Offering Registration Statement referred to in this Section
    2(b) prior to its effectiveness, whether or not any Holder has elected to
    include Underlying Shares in such registration; provided,
    however, the Company must provide each Holder that elected to include
    any Underlying Shares in such Public Offering Registration Statement prompt
    written notice of such termination. Furthermore, in the event the Public
    Offering Registration Statement is not declared effective within ninety (90)
    days following the initial filing of the Public Offering Registration Statement,
    the Company shall promptly provide a new written notice to all Holders giving
    them another opportunity to elect to include Underlying Shares in the pending
    Public Offering Registration Statement. Each Holder receiving such notice shall
    have the same election rights afforded such Holder as described in clause (b)
    above.

       (ii) Underwriting. The
    Company shall notify the Holders of the identity of the managing underwriters
    for the Underwritten Offering proposed under the Public Offering Registration
    Statement as provided above. The right of any such Holder's Underlying Shares to
    be included in any Public Offering Registration Statement pursuant to this
    Section 2(b) shall be conditioned upon such Holder's participation in such
    Underwritten Offering and the inclusion of such Holder's Underlying Shares in
    the Underwritten Offering to the extent provided herein. All Holders proposing
    to distribute their Underlying Shares through such Underwritten Offering shall
    enter into an underwriting agreement in customary form with the managing
    underwriters selected by the Company for such underwriting and complete and
    execute any questionnaires, powers of attorney, indemnities, securities escrow
    agreements and other documents reasonably required under the terms of such
    underwriting, and furnish to the Company such information in writing as the
    Company may reasonably request for inclusion in the Registration Statement;
    provided, however, that no Holder shall be required to make any representations
    or warranties to or agreements with the Company or the underwriters other than
    representations, warranties or agreements as are customary and reasonably
    requested by the underwriters. Notwithstanding any other provision of this
    Agreement, if the managing underwriters determine in good faith that marketing
    factors require a limitation on the number of shares to be included, then the
    managing underwriters may exclude shares (including 



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  Underlying Shares) from the
    Public Offering Registration Statement and the Underwritten Offering and any
    shares of Common Stock included in the Public Offering Registration Statement
    and the Underwritten Offering shall be allocated, first, to the Company, and
    second, to each of the Holders requesting inclusion of their Underlying Shares
    in such Public Offering Registration Statement on a pro rata basis
    based on the total number of Underlying Shares then held by each such Holder
    which is requesting inclusion. If any Holder disapproves of the terms of any
    Underwritten Offering, such Holder may elect to withdraw therefrom by written
    notice to the Company and the underwriter, delivered at least ten (10) Business
    Days prior to the effective date of the Public Offering Registration Statement,
    provided, that if, in the opinion of counsel for the Company, such
    withdrawal would necessitate a re-circulation of the Prospectus to investors,
    such Holder shall be required to have delivered such written notice at least
    twenty (20) Business Days prior to the effective date of the Public Offering
    Registration Statement. Any Underlying Shares excluded or withdrawn from such
    Underwritten Offering shall be excluded
    and withdrawn from the Public Offering Registration Statement.

       (iii) Hold-Back
    Agreement. By electing to include
    Underlying Shares in the Public Offering Registration Statement, if any, each
    Holder shall be deemed to have agreed not to effect any sale or distribution of
    securities of the Company of the same or similar class or classes of the
    securities included in the Public Offering Registration Statement or any
    securities convertible into or exchangeable or exercisable for such securities,
    including a sale pursuant to Rule 144 or Rule 144A under the Securities Act,
    during such periods as reasonably requested (but in no event for a period longer
    than one-hundred eighty (180) days following the effective date of the Public
    Offering Registration Statement, provided that each of the executive officers
    and directors of the Company and GSCP (NJ), L.P. that hold Notes or shares of
    Common Stock of the Company or other securities convertible into or exchangeable
    or exercisable for shares of Common Stock of the Company are subject to the same
    restriction for the entire time period required of the Holders hereunder) by the
    representatives of the underwriters of the Underwritten Offering pursuant to the
    Public Offering Registration Statement.

       (iv) Underlying
    Shares Not Sold Under Public Offering Registration Statement. If (w) the Company terminates or withdraws the
    Public Offering Registration Statement prior to its effectiveness or the
    distribution of all Registrable Securities, if any, registered thereunder, (x)
    the underwriters exercise their right pursuant to Section 2(b)(ii) of this
    Agreement to exclude any Registrable Securities from the Public Offering
    Registration Statement, (y) any Holder elects to withdraw or not to include any
    Underlying Shares in the Public Offering Registration Statement, or (z) any
    Registrable Securities are otherwise not registered under and distributed
    pursuant to the Public Offering Registration Statement, then the Company shall
    file the Mandatory Shelf Registration Statement (if not previously filed) or an
    additional shelf registration statement (including the Prospectus, amendments
    and supplements to such registration statement or Prospectus, including pre- and
    post-effective amendments, all 



8














  exhibits thereto and all
    material incorporated by reference or deemed to be incorporated by reference, if
    any, in such registration statement) (an "Additional Shelf Registration
    Statement) relating to any Registrable Securities not registered under and
    distributed pursuant to a Public Offering Registration Statement as soon as
    practicable, but in no event later than (a) in the case of the withdrawal or
    abandonment of the offering pursuant to the Public Offering Registration
    Statement, the date which is thirty (30) days after the earlier of the
    withdrawal or abandonment of the offering pursuant to the Public Offering
    Registration Statement or (b) the date ninety (90) days after the consummation
    of the offering pursuant to the Public Offering Registration
    Statement.



     (c) Expenses. The
Company shall pay all Registration Expenses in connection with the registration
of the Registrable Securities pursuant to this Agreement. Each Holder
participating in a registration pursuant to this Section 2 shall bear such
Holder's proportionate share (based on the total number of Registrable
Securities sold in such registration) of all discounts and commissions payable
to underwriters or brokers and all transfer taxes and transfer fees in
connection with a registration of Registrable Securities pursuant to this
Agreement and any other expense of the Holders not specifically allocated to the
Company pursuant to this Agreement relating to the sale or disposition of such
Holder's Registrable Securities pursuant to any Registration Statement
provided, however, that no Holder will be required to pay such
discounts, commissions taxes and fees in connection with the resale of
Underlying Shares in a Qualifying IPO in excess of 4% of the public offering
price of the Common Stock in such Qualifying IPO.

     (d) Subsequent
Shelf Registration for Additional Shares Issued after Effectiveness of the
Mandatory Shelf Registration Statement. If any Additional Shares are issued or distributed to Holders
after the effectiveness of the Mandatory Shelf Registration Statement, or such
Additional Shares were otherwise not included in a Registration Statement, then
the Company shall as soon as reasonably practicable file an additional shelf
registration statement (including the Prospectus, amendments and supplements to
such registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto and all material incorporated by reference or
deemed to be incorporated by reference, if any, in such registration statement,
a "Subsequent Shelf Registration Statement") covering such Additional Shares on
behalf of the Holders thereof in the same manner, and subject to the same
provisions in this Agreement as the Mandatory Shelf Registration Statement,
provided that the provisions of Section 2(a) or 2(b) hereof will not apply to
any such Subsequent Shelf Registration Statement.

      3.
Rules 144 and 144A
Reporting.

     With a view to making available the benefits of certain rules
and regulations of the Commission that may permit the sale of the Registrable
Securities to the public without registration, the Company agrees to, so long as
any Holder owns any Registrable Securities:

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     (a) at all times after the effective date of the first
registration under the Securities Act filed by the Company for an offering of
its securities to the general public, use its commercially reasonable efforts to
make and keep public information available, as those terms are understood and
defined in Rule 144(c) under the Securities Act;

     (b) use its commercially reasonable efforts to file with the
Commission in a timely manner all reports and other documents required to be
filed by the Company under the Securities Act and the Exchange Act (at any time
after it has become subject to such reporting requirements); and

     (c) if the Company is not required to file reports and other
documents under the Securities Act and the Exchange Act, it will make available
other information as required by, and so long as necessary to permit sales of
Registrable Securities pursuant to, Rule 144A and in any event shall provide to
each Holder a copy of:


       (i) the Company's annual consolidated financial statements
    (including at least balance sheets, statements of profit and loss, statements of
    stockholders' equity and statements of cash flows) prepared in accordance with
    U.S. generally accepted accounting principles, accompanied by an audit report of
    the Company's independent accountants, no later than ninety (90) days after the
    end of each fiscal year of the Company, and

       (ii) the Company's unaudited quarterly financial statements
    (including at least balance sheets, statements of profit and loss, statements of
    stockholders' equity and statements of cash flows) prepared in a manner
    consistent with the preparation of the Company's annual financial statements, no
    later than forty-five (45) days after the end of each fiscal quarter of the
    Company.



      4.
Registration
Procedures.

     In
connection with the obligations of the Company with respect to any registration
pursuant to this Agreement, the Company shall use its commercially reasonable
efforts to effect or cause to be effected the registration of the Registrable
Securities under the Securities Act to permit the resale of such Registrable
Securities by the Holder or Holders in accordance with the Holders' intended
method or methods of resale and distribution (which methods shall be
commercially reasonable), and the Company shall:

     (a) prepare and file with the Commission, as specified in this
Agreement, a Shelf Registration Statement, which Shelf Registration Statement
shall comply in all material respects as to form with the requirements of the
applicable form and include all financial statements required by the Commission
to be filed therewith, and use its commercially reasonable efforts to cause such
Shelf Registration Statement to become effective as promptly as practicable
following such filing and to remain effective, subject to Section 5 hereof,
until the date on which no Holders hold Registrable Securities, provided, however, that if
the Company has an effective Shelf Registration Statement on Form S-11 under the
Securities Act and becomes eligible to use Form S-3 or such other short-form
registration statement under the Securities Act, the Company may, upon 30


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Business Days' prior written
notice to all Holders of Registrable Securities, register any Registrable
Securities registered but not yet distributed under the effective Shelf
Registration Statement on such a short-form shelf registration statement (which
shall thereupon constitute a Shelf Registration Statement hereunder) and, once
such short-form Shelf Registration Statement is declared effective, de-register
such Registrable Securities under the previous Registration Statement or
transfer filing fees from the previous Registration Statement pursuant to Rule
429;

     (b) subject to Section 4(i) hereof, (i) prepare and file with
the Commission such amendments and post-effective amendments to the Shelf
Registration Statement as may be necessary to keep the Shelf Registration
Statement effective for the period described in Section 4(a) hereof, (ii) cause
each Prospectus contained therein to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424, and (iii)
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by the Shelf Registration Statement during the
applicable period in accordance with the method or methods of distribution set
forth in the "Plan of Distribution" section of the Prospectus;

     (c) furnish to the Holders, without charge, as many copies of
each Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Holder may reasonably
request, in order to facilitate the public sale or other disposition of the
Registrable Securities; the Company consents, subject to Section 5, to the
lawful use of such Prospectus, including each preliminary Prospectus, by the
Holders, if any, in connection with the offering and sale of the Registrable
Securities covered by any such Prospectus;

     (d) use its commercially reasonable efforts to register or
qualify, or obtain exemption from registration or qualification for, all
Registrable Securities by the time the applicable Registration Statement is
declared effective by the Commission under all applicable state securities or
"blue sky" laws of such domestic United States jurisdictions as the Initial
Purchaser or any Holder covered by a Registration Statement shall reasonably
request in writing, keep each such registration or qualification or exemption
effective during the period such Registration Statement is required to be kept
effective pursuant to Section 4(a) and do any and all other acts and things that
may be reasonably necessary or advisable to enable such Holder to consummate the
disposition in each such jurisdiction of such Registrable Securities covered by
the Registration Statement; provided, however,
that the Company shall not be required to take any action to comply with this
Section 4(d) if it would require the Company or any of its subsidiaries to (i)
qualify generally to do business in any jurisdiction or to register as a broker
or dealer in such jurisdiction where it would not otherwise be required to
qualify but for this Section 4(d) and except as may be required by the
Securities Act, (ii) subject itself to taxation in any such jurisdiction, or
(iii) submit to the general service of process in any such
jurisdiction;

     (e) use its commercially reasonable efforts to cause all
Registrable Securities covered by such Registration Statement to be registered
and approved by such other domestic governmental agencies or authorities, if
any, as may be necessary to enable the 

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Holders thereof to consummate
the disposition of such Registrable Securities; provided,
however, that the Company shall not be required to take any action to
comply with this Section 4(e) if it would require the Company or any of its
subsidiaries to (i) qualify generally to do business in any jurisdiction or to
register as a broker or dealer in such jurisdiction where it would not otherwise
be required to qualify but for this Section 4(e) and except as may be required
by the Securities Act, (ii) subject itself to taxation in any such jurisdiction,
or (iii) submit to the general service of process in any such
jurisdiction;

     (f) notify the Initial Purchaser and each Holder with
Registrable Securities covered by a Registration Statement promptly and, if
requested by the Initial Purchaser or any such Holder, confirm such advice in
writing at the address determined in accordance with Section 9(b), (i) when such
Registration Statement has become effective and when any post-effective
amendments thereto become effective or upon the filing of a supplement to any
prospectus, (ii) of the issuance by the Commission or any state securities
authority of any stop order suspending the effectiveness of such Registration
Statement or the initiation of any proceedings for that purpose, (iii) of any
request by the Commission or any other federal or state governmental authority
for amendments or supplements to such Registration Statement or related
Prospectus or for additional information, and (iv) of the happening of any event
during the period such Registration Statement is effective as a result of which
such Registration Statement or the related Prospectus or any document
incorporated by reference therein contains any untrue statement of a material
fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading or, in the case of the
Prospectus, contains any untrue statement of a material fact or omits 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 (which information shall be accompanied by an instruction to
suspend the use of the Registration Statement and the Prospectus (such
instruction to be provided in the same manner as a Suspension Notice) until the
requisite changes have been made, at which time notice of the end of suspension
shall be delivered in the same manner as an End of Suspension
Notice);

     (g) during the period of time referred to in Section 4(a)
above, use its commercially reasonable efforts to avoid the issuance of, or if
issued, to obtain the withdrawal of, any order enjoining or suspending the use
or effectiveness of the Shelf Registration Statement or suspending the
qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, as promptly as practicable;

     (h) upon request, furnish to each requesting Holder with
Registrable Securities covered by a Registration Statement, without charge, at
least one (1) conformed copy of such Registration Statement and any
post-effective amendment or supplement thereto (without documents incorporated
therein by reference or exhibits thereto, unless requested);

     (i) except as provided in Section 5, upon the occurrence of any
event contemplated by Section 4(f)(iv) hereof, use its commercially reasonable
efforts to promptly prepare a supplement or post-effective amendment to the
Shelf Registration Statement or the related Prospectus or any document
incorporated therein by reference or 

12













file any other required document
so that, as thereafter delivered to the purchasers of the Registrable
Securities, such Prospectus will not contain any 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 the light of the circumstances under which
they were made, not misleading, and, upon request, promptly furnish to each
requesting Holder a reasonable number of copies each such supplement or
post-effective amendment;

     (j) if requested by the representative of the underwriters, if
any, or any Holders of Registrable Securities being sold in connection with an
Underwritten Offering, (i) as promptly as practicable incorporate in a
Prospectus supplement or post-effective amendment such material information as
the representative of the underwriters, if any, or such Holders indicate in
writing relates to them and (ii) use its commercially reasonable efforts to make
all required filings of such Prospectus supplement or such post-effective
amendment as soon as practicable after the Company has received written
notification of the matters to be incorporated in such Prospectus supplement or
post-effective amendment;

     (k) enter into customary agreements (including in the case of
an Underwritten Offering, an underwriting agreement in customary form and
reasonably satisfactory to the Company) and take all other reasonable action in
connection therewith in order to expedite or facilitate the distribution of the
Registrable Securities included in such Registration Statement and, in the case
of an Underwritten Offering, make representations and warranties to the Holders
of Registrable Securities covered by such Registration Statement and to the
underwriters in such form and scope as are customarily made by issuers to
selling stockholders and underwriters in underwritten offerings, respectively,
and confirm the same to the extent customary if and when requested;

     (l) use its commercially reasonable efforts to make available
for inspection by one representative appointed by the Holders of a majority of
the Registrable Securities covered by a Registration Statement and, with respect
to an Underwritten Offering, the representative of any underwriters
participating in any disposition pursuant to a Registration Statement and one
law firm retained by each representative of such Holders or underwriters,
respectively, during normal business hours and upon reasonable notice, all
financial and other records, pertinent corporate documents and properties of the
Company and cause the respective officers, directors and employees of the
Company to supply all information reasonably requested by any such
representative of the Holders, the representative of the underwriters or counsel
thereto in connection with a Registration Statement; provided,
however, that such records, documents or information that the Company
determines, in good faith, to be confidential and notifies such representative
of the Holders, representative of the underwriters or counsel thereto are
confidential shall not be disclosed by the representative of the Holders,
representative of the underwriters or counsel thereto unless (i) the disclosure
of such records, documents or information is necessary to avoid or correct a
material misstatement or omission in a Registration Statement or Prospectus,
(ii) the release of such records, documents or information is ordered pursuant
to a subpoena or other order from a court of competent jurisdiction, or (iii)
such records, documents or information have been generally made available to the
public by the Company; provided,
further, that to the extent practicable, the foregoing 

13













inspection and information
gathering shall be coordinated on behalf of the Holders and the other parties
entitled thereto by one law firm designated by and on behalf of the Holders and
the other parties, which counsel the Company reasonably determines to be
acceptable;

     (m) use its commercially reasonable efforts (including, without
limitation, seeking to cure in the Company's listing or inclusion application
any deficiencies cited by the exchange or market) to list or include all
Underlying Shares on the New York Stock Exchange or the Nasdaq Stock
Market;

     (n) use its commercially reasonable efforts to prepare and file
in a timely manner all documents and reports required by the Exchange Act and,
to the extent the Company's obligation to file such reports pursuant to Section
15(d) of the Exchange Act expires prior to the expiration of the effectiveness
period of the Registration Statement as required by Section 4(a) hereof, the
Company shall register the Registrable Securities under the Exchange Act and
shall maintain such registration through the effectiveness period required by
Section 4(a) hereof;

     (o) provide a CUSIP number for all Registrable Securities, not
later than the effective date of the Registration Statement;

     (p) (i) otherwise use its commercially reasonable efforts to
comply with all applicable rules and regulations of the Commission, (ii) make
generally available to its stockholders, as soon as reasonably practicable,
earnings statements covering at least twelve (12) months that satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 (or any similar
rule promulgated under the Securities Act) thereunder, no later than ninety (90)
days after the end of each fiscal year of the Company and (iii) delay the
effectiveness of any Registration Statement to which any Holder of Registrable
Securities covered by such Registration Statement shall have, based upon the
written opinion of counsel, objected on the grounds that such Registration
Statement does not comply in all material respects with the requirements of the
Securities Act, such Holder having been furnished with a copy thereof at least
two (2) Business Days prior to the effectiveness thereof, provided that the Company may request effectiveness of such
Registration Statement following such time as the Company shall have used its
commercially reasonable efforts to resolve any such issue with the objecting
Holder and shall have advised the Holder in writing of its reasonable belief
that such filing complies with the requirements of the Securities
Act;

     (q) provide and cause to be maintained a registrar and transfer
agent for all Registrable Securities covered by any Registration Statement from
and after a date not later than the effective date of such Registration
Statement;

     (r) in connection with any sale or transfer of the Registrable
Securities (whether or not pursuant to a Registration Statement) that will
result in the security being delivered no longer being Registrable Securities,
cooperate with the Holders and the representative of the underwriters, if any,
to facilitate the timely preparation and delivery of certificates representing
the Registrable Securities to be sold, which certificates shall 

14













not bear any transfer
restrictive legends (other than as required by the Company's charter) and to
enable such Registrable Securities to be in such denominations and registered in
such names as the representative of the underwriters, if any, or the Holders may
reasonably request at least three (3) Business Days prior to any sale of the
Registrable Securities;

     (s) upon effectiveness of the first Registration Statement
filed by the Company, the Company will take such actions and make such filings
as are necessary to effect the registration of the Common Stock under the
Exchange Act simultaneously with or as soon as practicable following the
effectiveness of the Registration Statement;

     (t) in the case of an Underwritten Offering, use its
commercially reasonable efforts to furnish or cause to be furnished to each
Holder and the underwriters a signed counterpart, addressed to the Holders and
the underwriters, of: (i) an opinion of counsel for the Company, dated the date
of each closing under the underwriting agreement, in customary form reasonably
acceptable to the Company and counsel for the Company; and (ii) a "comfort"
letter, dated the effective date of such Registration Statement and the date of
each closing under the underwriting agreement, signed by the independent public
accountants who have certified the Company's financial statements included in
such Registration Statement, covering substantially the same matters with
respect to such Registration Statement (and the Prospectus included therein) and
with respect to events subsequent to the date of such financial statements, as
are customarily covered in accountants' letters delivered to underwriters in
Underwritten Offerings of securities and such other financial matters as such
Holder and the underwriters may reasonably request and customarily obtained by
underwriters in Underwritten Offerings;

     (u) in the case of an Underwritten Offering, use its
commercially reasonable efforts to cooperate and assist in any filings required
to be made with the NASD and in the performance of any due diligence
investigation by any underwriter and its counsel (including any "qualified
independent underwriter," if applicable) that is required to be retained in
accordance with the rules and regulations of the NASD).

     The Company may require the Holders to furnish to the Company
such information regarding the proposed distribution by such Holder as the
Company may from time to time reasonably request in writing or as shall be
required to effect the registration of the Registrable Securities and no Holder
shall be entitled to be named as a selling stockholder in any Registration
Statement and no Holder shall be entitled to use the Prospectus forming a part
thereof if such Holder does not provide such information to the Company. Any
Holder that sells Registrable Securities pursuant to a Registration Statement or
as a selling stockholder pursuant to an Underwritten Offering shall be required
to be named as a selling stockholder in the related prospectus and to deliver a
prospectus to purchasers. Each Holder further agrees to furnish promptly to the
Company in writing all information
required from time to time to make the information previously furnished by such
Holder not misleading.

     Each Holder agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 4(f)(ii),
4(f)(iii) or 4(f)(iv) hereof, 

15













such Holder will immediately
discontinue disposition of Registrable Securities pursuant to a Registration
Statement until such Holder's receipt of copies of the supplemented or amended
Prospectus. If so directed by the Company, such Holder will deliver to the
Company (at the reasonable expense of the Company) all copies in its possession,
other than permanent file copies then in such Holder's possession, of the
Prospectus covering such Registrable Securities current at the time of receipt
of such notice.

      5.
Black-Out Period.

     (a) Subject to the provisions of this Section 5, the Company
shall have the right, but not the obligation, from time to time to suspend the
use of the Registration Statement following the effectiveness of a Registration
Statement (and the filings with any international, federal or state securities
commissions), if a Suspension Event (as defined below) occurs. If the Company
elects to suspend the effectiveness and/or use of a Registration Statement
following the occurrence of a Suspension Event, the Company, by written notice
to the Initial Purchaser as provided for herein and by written notice as
provided for herein (a "Suspension Notice"), shall notify the Holders, that the
effectiveness of the Registration Statement has been suspended and shall direct
the Holders to suspend sales of the Registrable Securities pursuant to the
Registration Statement until the Suspension Event has ended. A Suspension Event
shall be deemed to have occurred if: (i) the representative of the underwriters
of an Underwritten Offering of Common Stock has advised the Company that the
offer or sale of Registrable Securities pursuant to the Registration Statement
would have a material adverse effect on the Company's Underwritten Offering;
(ii) the Board of Directors of the Company in good faith has determined that the
offer or sale of any Registrable Securities would materially impede, delay or
interfere with any proposed financing, offer or sale of securities, acquisition,
corporate reorganization or other significant transaction involving the Company;
or (iii) the Board of Directors of the Company has determined in good faith,
that it is required by law, or that it is in the best interests of the Company,
to supplement the Registration Statement or file a post-effective amendment to
the Registration Statement in order to ensure that the Prospectus included in
the Registration Statement (1) contains the financial information required under
Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in
the information included in the Prospectus; or (3) discloses any material
information with respect to the plan of distribution not disclosed in the
Registration Statement or any material change to such information. Upon the
occurrence of any Suspension Event, the Company shall use its commercially
reasonable efforts to cause the Registration Statement to become effective or to
promptly amend or supplement the Registration Statement or to take such action
as is necessary to make resumed use of the Registration Statement compatible
with the Company's best interests, as applicable, so as to permit the Holders to
resume sales of the Registrable Securities as soon as practicable. In no event
shall the Company be permitted to suspend the use of a Registration Statement in
any twelve (12) month period for more than forty-five (45) consecutive days or
for more than an aggregate of ninety (90) days, except as a result of a refusal
by the Commission to declare any post-effective amendment to the Registration
Statement effective after the Company has used all commercially reasonable
efforts to cause such post-effective amendment to be declared effective, in
which case the Company shall terminate the suspension of the use of the


16













Registration Statement
immediately following the effective date of the post-effective
amendment.

     (b) If the Company gives a Suspension Notice to the Holders to
suspend sales of the Registrable Securities following a Suspension Event, the
Holders shall not effect any sales of the Registrable Securities pursuant to
such Registration Statement (or such filings) at any time after it has received
a Suspension Notice from the Company and prior to receipt of an End of
Suspension Notice (as defined below). If so directed by the Company, each Holder
will deliver to the Company (at the expense of the Company) all copies other
than permanent file copies then in such Holder's possession of the Prospectus
covering the Registrable Securities at the time of receipt of the Suspension
Notice. The Holders may recommence effecting sales of the Registrable Securities
pursuant to the Registration Statement (or such filings) upon delivery by the
Company of notice that the Suspension Event or its potential effects are no
longer continuing (an "End of Suspension Notice"), which End of Suspension
Notice shall be given by the Company to the Holders and the Initial Purchaser in
the same manner as the Suspension Notice promptly following the conclusion of
any Suspension Event and its effect.

     (c) Notwithstanding any provision herein to the contrary, if
the Company shall give a Suspension Notice pursuant to this Section 5 (or a
suspension instruction pursuant to Section 4(f)), the Company agrees that it
shall extend the period of time during which the applicable Registration
Statement shall be maintained effective pursuant to this Agreement by the number
of days during the period from the date of the giving of the Suspension Notice
to and including the date when Holders shall have received the End of Suspension
Notice (or similar notice pursuant to Section 4(f)) and copies of the
supplemented or amended Prospectus necessary to resume sales; provided that such period of time shall not be extended beyond the date
that securities are no longer Registrable Securities.

      6.
Indemnification and
Contribution.

     (a) The Company agrees to indemnify and hold harmless (i) the
Initial Purchaser and each Holder, (ii) each person, if any, who controls the
Initial Purchaser or a Holder within the meaning of the Securities Act or the
Exchange Act and (iii) the respective officers, directors, partners, employees,
representatives and agents of the Initial Purchaser and each Holder or any
person who controls any of the foregoing (each person referred to in clause (i),
(ii) or (iii) are referred to collectively as the "Indemnified Parties"), from
and against any losses, claims, damages or liabilities, joint or several, or any
actions in respect thereof (including, but not limited to, any losses, claims,
damages, judgments, expenses, liabilities or actions relating to purchases and
sales of the Notes and the Underlying Shares) to which each Indemnified Party
may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such losses, claims, damages, judgments, expenses, liabilities or
actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in such Registration Statement or
Prospectus including any document incorporated by reference therein, or in any
amendment or supplement thereto or in any preliminary Prospectus relating to
such Registration Statement, or arise out of, or are based upon, the omission or
alleged 

17













omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse, as incurred, the Indemnified
Parties for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof; provided,
however, that (i) the Company shall not be liable in any such case to
the extent that such loss, claim, damage or liability arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission made in such Registration Statement or Prospectus or in any amendment
or supplement thereto or in any preliminary Prospectus relating to such
Registration Statement in reliance upon and in conformity with written
information pertaining to such Holder or furnished to the Company by or on
behalf of such Holder or any participating underwriter specifically for
inclusion therein and (ii) with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary Prospectus relating
to such Registration Statement, the indemnity agreement contained in this
subsection (a) shall not inure to the benefit of any Holder from whom the person
asserting any such losses, claims, damages or liabilities purchased the Notes,
Underlying Shares or Additional Shares concerned, to the extent that a
prospectus relating to such Notes, Underlying Shares or Additional Shares was
required to be delivered by such Holder under the Securities Act in connection
with such purchase and any such loss, claim, damage or liability results from
the fact that there was not sent or given to such person, at or prior to the
written confirmation of the sale of such Notes, Underlying Shares or Additional
Shares to such person, a copy of the final Prospectus if the Company had
previously furnished copies thereof to such Holder, and (iii) in the case of a
Suspension Event, the Company shall not be liable for any loss, claim, damage or
liability resulting from a sale of Shares or Additional Shares by any Holder
occurring prior to delivery by the Company of an End of Suspension Notice;
provided, further, however,
that this indemnity agreement will be in addition to any liability which the
Company may otherwise have to such Indemnified Party. The Company shall also
indemnify underwriters, their officers and directors and each person who
controls such underwriters within the meaning of the Securities Act or the
Exchange Act to the same extent as provided above with respect to the
indemnification of the Holders if requested by such Holders.

     (b) In connection with any Registration Statement in which a
Holder is participating and as a condition to such participation, each Holder,
severally and not jointly, will indemnify and hold harmless the Company, its
officers, directors, partners, employees, representatives, agents and investment
advisers and each person, if any, who controls any of the foregoing within the
meaning of the Securities Act or the Exchange Act (the "Company Indemnified
Persons") from and against any losses, claims, damages or liabilities or any
actions in respect thereof, to which the Company or any such controlling person
may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such losses, claims, damages, liabilities or actions arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in such Registration Statement or Prospectus or in any amendment
or supplement thereto or in any preliminary Prospectus relating to such
Registration Statement, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, but in each case
only to the extent that the untrue statement or omission or alleged untrue


18













statement or omission was made
in reliance upon and in conformity with written information pertaining to such
Holder or furnished to the Company by or on behalf of such Holder specifically
for inclusion therein; and, subject to the limitation set forth immediately
preceding this clause, shall reimburse, as incurred, the Company or any Company
Indemnified Person for any legal or other expenses reasonably incurred by the
Company or such Company Indemnified Person in connection with investigating or
defending any loss, claim, damage, liability or action in respect thereof. This
indemnity agreement will be in addition to any liability which such Holder may
otherwise have to the Company or any Company Indemnified Person. Notwithstanding
any other provision of this Section 6(b), the Holders shall not be required to
contribute any amount in excess of the amount of the net proceeds received by
such Holders from the sale of the Notes, Underlying Shares or Additional Shares
pursuant to such Registration Statement.

     (c) Promptly after receipt by an indemnified party under this
Section 6 of notice of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 6,
notify the indemnifying party of the commencement thereof; but the failure to
notify the indemnifying party shall not relieve it from any liability that it
may have under subsection (a) or (b) above except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or defenses)
by such failure; and provided,
further that the failure to notify the indemnifying party shall not
relieve it from any liability that it may have to an indemnified party otherwise
than under subsection (a) or (b) above. In case any such action is brought
against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party (who may, unless in the reasonable
judgment of counsel to the indemnifying party a potential conflict of interest
exists, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof the indemnifying party will not be liable to such indemnified
party under this Section 6 for any legal or other expenses, other than
reasonable costs and expenses incurred at the request of the indemnifying party.
No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened action in
respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party unless such
settlement (i) includes any unconditional release of such indemnified party from
all liability on any claims that are the subject matter of such action, and (ii)
does not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.

     (d) If the indemnification provided for in this Section 6 is
unavailable or insufficient to hold harmless an indemnified party under
subsections (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in
subsection (a) or (b) above in such proportion as is appropriate to reflect the
relative fault of the indemnifying party or parties on the one 

19













hand and the indemnified party
on the other in connection with the 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 Company
on the one hand or such Holder or such other indemnified party, as the case may
be, on the other, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection (d)
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any action
or claim which is the subject of this subsection (d). Notwithstanding any other
provision of this Section 6(d), the Holders shall not be required to contribute
any amount in excess of the amount of the net proceeds received by such Holders
from the sale of the Notes, Underlying Shares or Additional Shares pursuant to
such Registration Statement. 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. For purposes of this paragraph (d), each person, if any, who
controls such indemnified party within the meaning of the Securities Act or the
Exchange Act shall have the same rights to contribution as such indemnified
party and each person, if any, who controls the Company within the meaning of
the Securities Act or the Exchange Act shall have the same rights to
contribution as the Company.

     (e) The agreements contained in this Section 6 shall survive
the sale of the Notes, Underlying Shares or Additional Shares pursuant to such
Registration Statement and shall remain in full force and effect, regardless of
any termination or cancellation of this Agreement or any investigation made by
or on behalf of any indemnified party.

      7.
Market Stand-off
Agreement.

     Each Holder hereby agrees that it shall not, to the extent
requested by the Company or an underwriter of securities of the Company,
directly or indirectly sell, offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell
(including without limitation any short sale), grant any option, right or
warrant for the sale of or otherwise transfer or dispose of any Registrable
Securities or other shares of Common Stock of the Company or any securities
convertible into or exchangeable or exercisable for shares of Common Stock of
the Company then owned by such Holder (other than to donees, partners or other
transferees of the Holder who agree to be similarly bound) for a period of up to
(i) 180 days following the effective date of the Public Offering Registration
Statement of the Company filed under the Securities Act or (ii) 60 days
following the date of an Underwritten Offering by the Company pursuant to a
Shelf Registration Statement of the Company filed under the Securities Act;
provided, however,
that:

     (a) with respect to the 180-day restriction that follows the
effective date of the Public Offering Registration Statement and the 60-day
period that follows the date of an 

20













Underwritten Offering pursuant
to a Shelf Registration Statement, such agreement shall not be applicable to
Registrable Securities sold pursuant to such Public Offering Registration
Statement or Shelf Registration Statement, as the case may be;

     (b) all executive officers and directors of the Company and
GSCP (NJ), L.P. then holding Notes, shares of Common Stock or other securities
convertible into or exchangeable or exercisable for shares of Common Stock of
the Company shall enter into similar agreements for not less than the entire
time period required of the Holders hereunder; and

     (c) the Holders shall be allowed any concession or
proportionate release allowed to any executive officer or director that entered
into similar agreements.

     In
order to enforce the foregoing covenant, the Company shall have the right to
place restrictive legends on the certificates representing the securities
subject to this Section 7 and to impose stop transfer instructions with respect
to the Registrable Securities and such other securities of each Holder (and the
securities of every other Person subject to the foregoing restriction) until the
end of such period.

      8.
Termination of the Company's
Obligations.

     The Company shall have no further obligations pursuant to this
Agreement at such time as no Registrable Securities are outstanding, provided,
however, that the Company's obligations under Sections 3, 6 and 9 of this
Agreement shall remain in full force and effect following such time.

      9.
Miscellaneous.

     (a) Amendments and
Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to or departures from the
provisions hereof may not be given, without the written consent of the Company
and Holders beneficially owning not less than fifty percent (50%) of the then
outstanding Registrable Securities. Notwithstanding the foregoing, a waiver or
consent to or departure from the provisions hereof with respect to a matter that
relates exclusively to the rights of a Holder 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 may be given by
such Holder; provided
that the provisions of this
sentence may not be amended, modified or supplemented except in accordance with
the provisions of the immediately preceding sentence.

     (b) Notices. All
notices and other communications, provided for or permitted hereunder shall be
made in writing and delivered by facsimile (with receipt confirmed), overnight
courier or registered or certified mail, return receipt requested, or by
telegram:


       (i) if to a Holder, at the most current address given by the
    paying agent and conversion agent of the Notes to the Company;



21













       (ii) if to the Company, at the offices of the Company at 500
    Campus Drive, Suite 220, Florham Park, NJ, 07932; and

       (iii) if to the Initial Purchaser, c/o Deutsche Bank Securities
    Inc., 60 Wall Street, New York, NY 10005, attention: Equity Capital
    Markets.



     (c) Successors and
Assigns; Third Party Beneficiaries.
This Agreement shall inure to the benefit of and be binding upon the successors
and assigns of each of the parties hereto and shall inure to the benefit of each
Holder. The Company agrees that the Holders shall be third-party beneficiaries
to the agreements made hereunder by the Initial Purchaser and the Company, and
each Holder shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights
hereunder; provided, however, that no
Holder shall have the right to enforce such agreements unless and until such
Holder fulfills all of its obligations hereunder.

     (d) Legend. In
addition to any other legend that may appear on the certificates evidencing the
Registrable Securities, for so long as any Notes, Underlying Shares or
Additional Shares remain Registrable Securities, each certificate evidencing
such Registrable Securities shall contain a legend to the following effect: "THE
SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND ENTITLED TO THE
BENEFITS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT, DATED JULY 11,
2005."

     (e) 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.

     (f) Governing
Law. THIS AGREEMENT SHALL BE
GOVERNED EXCLUSIVELY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.

     (g) 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 commercially
reasonable 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 hereto 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.

     (h) Entire Agreement.
This Agreement, together with the Purchase Agreement,
is intended by the  parties hereto as a final expression of their agreement,
and 

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is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein.

     (i) Registrable
Securities Held by the Company or its Affiliates. Whenever the consent or approval of Holders of a specified
percentage of Registrable Securities is required hereunder, Registrable
Securities held by the Company or its Affiliates shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.

     (j) Headings. The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the provisions of this Agreement. All references made
in this Agreement to "Section" refer to such Section of this Agreement, unless
expressly stated otherwise.

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

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Execution
Copy

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

	 	GSC
      CAPITAL CORP. 
	 	  	 
	 	  	 
	 	By:  	/s/ Frederick Horton 
			
      

    
	 	  	Name: Frederick Horton 
	 	  	Title: Chief Executive Officer 
	 	  	 
	 	  	 
	 	DEUTSCHE BANK SECURITIES INC., 
	 	for itself as the Initial Purchaser and
      on 
	 	behalf of the Holders 
	 	  	 
	 	  	 
	 	By: 	/s/ Will Addas 
			
      

    
	 	  	Name: Will Addas 
	 	  	Title: Managing Director 
	 	  	 
	 	  	 
	 	By: 	/s/ Brad Miller 
			
      

    
	 	  	Name: Brad Miller 
	 	  	Title: Director 
	 	  	 
	 	  	 
	 	GSCP
      (NJ), L.P. 
	 	  	 
	 	By:  GSCP (NJ), Inc., its general
      partner 
	 	  	 
	 	  	 
	 	By: 	/s/ David L. Goret 
	 	 	

	 	  	Name: David L. Goret 
	 	  	Title: Managing Director and 
	 	  	Secretary