exv10w1






Exhibit 10.1




EXECUTION VERSION          




REGISTRATION RIGHTS AGREEMENT




by and among




The GEO Group, Inc.

Correctional Properties Prison Finance LLC

Correctional Services Corporation

CPT Limited Partner, LLC

CPT Operating Partnership LP

GEO Acquisition II, Inc.

GEO Care, Inc.

GEO Holdings I, Inc.

Public Properties Development & Leasing LLC

GEO Re Holdings LLC

GEO Transport, Inc.

Just Care, Inc.




and




Banc of America Securities LLC

SunTrust Robinson Humphrey, Inc.

Wells Fargo Securities, LLC

BNP Paribas Securities Corp.

Barclays Capital Inc.




Dated as of October 20, 2009





 









 








Registration Rights Agreement




          This Registration Rights Agreement (this “Agreement”) is made and entered into as of
October 20, 2009, by and among The GEO Group, Inc., a Florida corporation (the “Company”),
the Guarantors set forth in Schedule B to the Purchase Agreement (collectively, the
“Guarantors”), and the Initial Purchasers set forth in Schedule A to the Purchase Agreement
(as defined below) (each an “Initial Purchaser” and, collectively, the “Initial
Purchasers”), each of whom has agreed to purchase the Company’s 73/4% Senior Notes due 2017 (the
“Notes”), fully and unconditionally guaranteed by the Guarantors (the
“Guarantees”), pursuant to the Purchase Agreement (as defined below). The Notes and the
Guarantees attached thereto are herein collectively referred to as the “Initial
Securities.”




          This Agreement is made pursuant to the Purchase Agreement, dated as of October 7, 2009 (the
“Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers
(i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to
time of the Initial Securities (including you and each other Initial Purchaser named in the
Purchase Agreement). In order to induce the Initial Purchasers to purchase the Initial Securities,
the Company has agreed to provide the registration rights set forth in this Agreement. The
execution and delivery of this Agreement is a condition to the obligations of the Initial
Purchasers set forth in Section 3(a) of the Purchase Agreement.




          The parties hereby agree as follows:




          Section 1. Definitions




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




          Advice: As defined in Section 6(c) hereof.




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




          Closing Date: The date of this Agreement.




          Commission: The Securities and Exchange Commission.





     Consummate: A registered Exchange Offer shall be deemed “Consummated” for
purposes of this Agreement upon the occurrence of all of the following (i) the filing and
effectiveness under the Securities Act of the Exchange Offer Registration Statement relating
to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such
Registration Statement continuously effective and the keeping of the Exchange Offer open for
a period not less than the minimum period required pursuant to Section 3(b) hereof, and
(iii) the delivery by the Company to the Registrar under the Indenture of Exchange
Securities in the same aggregate principal amount as the aggregate principal amount of
Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer.



          Effectiveness Target Date: As defined in Section 5 hereof.




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





     Exchange Offer: The registration by the Company under the Securities Act of
the Exchange Securities pursuant to a Registration Statement pursuant to which the Company
offers the Holders of all outstanding Transfer Restricted Securities the opportunity to
exchange all such outstanding Transfer Restricted Securities held by such Holders for
Exchange Securities in an aggregate principal amount equal to the aggregate principal amount
of the Transfer Restricted Securities tendered in such exchange offer by such Holders.




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




     Exchange Securities: The 73/4% Senior Notes due 2017, of the same series under
the Indenture as the Initial Securities, and the Guarantees attached thereto, to be issued
to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.




     FINRA: The Financial Industry Regulatory Authority, Inc.




     Holders: As defined in Section 2(b) hereof.




     Indemnified Holder: As defined in Section 8(a) hereof.




     Indenture: The Indenture, dated as of October 20, 2009, among the Company, the
Guarantors and Wells Fargo Corporate Trust Services, as trustee (the “Trustee”),
pursuant to which the Securities are to be issued, as such Indenture is amended or
supplemented from time to time in accordance with the terms thereof.




     Initial Securities: The 73/4% Senior Notes due 2017, of the same series under
the Indenture as the Exchange Securities, and the Guarantees attached thereto, for so long
as such securities constitute Transfer Restricted Securities.




     Initial Placement: The issuance and sale by the Company of the Initial
Securities to the Initial Purchasers pursuant to the Purchase Agreement.




     Initial Purchasers: As defined in the preamble hereto.




     Interest Payment Date: As defined in the Indenture and the Securities.




     Liquidated Damages: As defined in Section 5 hereof.




     Securities: The Initial Securities and the Exchange Securities.




     Person: An individual, partnership, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof.




     Prospectus: The prospectus included in a Registration Statement, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,



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including post-effective amendments, and all material incorporated by reference into
such Prospectus.




     Registration Default: As defined in Section 5 hereof.




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




     Securities Act: The Securities Act of 1933, as amended.




     Shelf Filing Deadline: As defined in Section 4 hereof.




     Shelf Registration Statement: As defined in Section 4 hereof.




     Subsidiaries: A subsidiary of the Company that is material to the business,
financial condition or results of operations of the Company, taken as a whole.




     Transfer Restricted Security: Each Initial Security, until the earliest to
occur of (a) the date on which such Security is exchanged in the Exchange Offer and entitled
to be resold to the public by the Holder thereof without complying with the prospectus
delivery requirements of the Securities Act, (b) the date on which such Security has been
effectively registered under the Securities Act and disposed of in accordance with a Shelf
Registration Statement and (c) the date on which such Security is distributed to the public
pursuant to Rule 144 under the Securities Act or by a Broker-Dealer pursuant to the “Plan of
Distribution” contemplated by the Exchange Offer Registration Statement (including delivery
of the Prospectus contained therein).




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




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




     Section 2. Securities Subject To This Agreement



          (a) Transfer Restricted Securities. The securities entitled to the benefits of this
Agreement are the Transfer Restricted Securities.




          (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of
Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer
Restricted Securities.




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          Section 3. Registered Exchange Offer




          (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) below have been complied with), each of the
Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable
after the Closing Date, but in no event later than 75 days after the Closing Date, a Registration
Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii)
use its best efforts to cause such Registration Statement to become effective at the earliest
possible time, but in no event later than 180 days after the Closing Date, (iii) in connection with
the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be
necessary in order to cause such Registration Statement to become effective and (B) if applicable,
a post-effective amendment to such Registration Statement pursuant to Rule 430A under the
Securities Act, (iv) cause all necessary filings in connection with the registration and
qualification of the Exchange Securities to be made under the Blue Sky laws of such jurisdictions
as are necessary to permit Consummation of the Exchange Offer, and (v) upon the effectiveness of
such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration
Statement shall be on the appropriate form permitting registration of the Exchange Securities to be
offered in exchange for the Transfer Restricted Securities and to permit resales of Securities held
by Broker-Dealers as contemplated by Section 3(c) below.




          (b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be
effective continuously and shall keep the Exchange Offer open for a period of not less than the
minimum period required under applicable federal and state securities laws to Consummate the
Exchange Offer; provided, however, that in no event shall such period be less than 20 business days
after the date notice of the Exchange Offer is mailed to the Holders. The Company and the
Guarantors shall cause the Exchange Offer to comply with all applicable federal and state
securities laws. No securities other than the Exchange Securities shall be included in the
Exchange Offer Registration Statement. Each of the Company and the Guarantors shall use its best
efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the
Exchange Offer Registration Statement has become effective, but in no event later than 30 days
after the Exchange Offer Registration Statement has become effective.




          (c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus
forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds
Initial Securities that are Transfer Restricted Securities and that were acquired for its own
account as a result of market-making activities or other trading activities (other than Transfer
Restricted Securities acquired directly from the Company), may exchange such Initial Securities
pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter”
within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the
requirements of the Securities Act in connection with any resales of the Exchange Securities
received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be
satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer
Registration Statement. Such “Plan of Distribution” section shall also contain all other
information with respect to such resales by Broker-Dealers that the Commission may require in order
to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such
Broker-Dealer or disclose the amount of Securities held by




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any such Broker-Dealer except to the extent required by the Commission as a result of a change
in policy after the date of this Agreement.




          Each of the Company and the Guarantors shall use its best efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented and amended as required by the
provisions of Section 6(c) below to the extent necessary to ensure that it is available for resales
of Securities acquired by Broker-Dealers for their own accounts as a result of market-making
activities or other trading activities, and to ensure that it conforms with the requirements of
this Agreement, the Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period ending on the earlier of (i) 180 days from the date on
which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a
Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or
other trading activities.




          The Company shall provide sufficient copies of the latest version of such Prospectus to
Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the
foregoing sentence) period in order to facilitate such resales.




          Section 4. Shelf Registration




          (a) Shelf Registration. If (i) the Company and the Guarantors are not required to
file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the
Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set
forth in Section 6(a) below have been complied with), or (ii) any Holder of Transfer Restricted
Securities notifies the Company in writing prior to the 20th day following the
consummation of the Exchange Offer that (A) such Holder is prohibited by applicable law or
Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the
Exchange Securities acquired by it in the Exchange Offer to the public without delivering a
prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and
holds Initial Securities acquired directly from the Company or one of its affiliates, then, upon
such Holder’s request, the Company and the Guarantors shall:





     (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the
Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in
either event, the “Shelf Registration Statement”) as promptly as practicable (such
date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall
provide for resales of all Transfer Restricted Securities the Holders of which shall have
provided the information required pursuant to Section 4(b) hereof; and




     (y) use their best efforts to cause such Shelf Registration Statement to be declared
effective by the Commission on or before the 75th day after the Shelf Filing
Deadline (or if such 75th day is not a business day, the next succeeding business
day).



     Each of the Company and the Guarantors shall use its best efforts to keep such Shelf
Registration Statement continuously effective, supplemented and amended as required by the
provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available
for resales of Securities by the Holders of Transfer Restricted Securities entitled to the benefit
of this



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Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the
Securities Act and the policies, rules and regulations of the Commission as announced from time to
time, for a period of at least one year following the effective date of such Shelf Registration
Statement (or shorter period that will terminate when all the Securities covered by such Shelf
Registration Statement have been sold pursuant to such Shelf Registration Statement).




          (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may include any of its Transfer
Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and
until such Holder furnishes to the Company in writing, within 10 business days after receipt of a
request therefor, such information as the Company may reasonably request for use in connection with
any Shelf Registration Statement or Prospectus or preliminary prospectus included therein. Each
Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to
the Company all information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.




          Section 5. Liquidated Damages




          If (i) any of the Registration Statements required by this Agreement is not filed with the
Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such
Registration Statements has not been declared effective by the Commission on or prior to the date
specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii)
the Exchange Offer has not been Consummated within 30 business days after the Effectiveness Target
Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement
required by this Agreement is filed and declared effective but shall thereafter cease to be
effective or fail to be usable for its intended purpose without being succeeded immediately by a
post-effective amendment to such Registration Statement that cures such failure and that is itself
immediately declared effective (each such event referred to in clauses (i) through (iv), a
“Registration Default”), the Company hereby agrees to pay to each Holder of the Notes
affected thereby Liquidated Damages in an amount equal to one quarter of one percent (0.25%) per
annum on principal amounts of the Notes held by such Holder during the 90-day period immediately
following the occurrence of any Registration Default and shall increase by an additional one
quarter of one percent (0.25%) per annum on the principal amounts of such Notes at the end of each
subsequent 90-day period, but in no event shall such increase exceed 2.00% per annum (any such
interest assessed upon the occurrence of Registration Default is referred to as “Liquidated
Damages”). Following the cure of all Registration Defaults relating to any particular Notes,
the Liquidated Damages payable with respect to the Notes as a result of the provisions of this
paragraph shall cease; provided, however, that, if after any such reduction in interest rate, a
different Registration Default occurs, the interest rate borne by the relevant Notes shall again be
increased pursuant to the foregoing provision but shall initially be one quarter of one percent
(0.25%) per annum regardless of the rate in effect with respect to any prior Registration Default
at the time of cure of such Registration Default.




          All obligations of the Company and the Guarantors set forth in the preceding paragraph that
are outstanding with respect to any Notes at the time such security ceases to be a




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Transfer Restricted Security shall survive until such time as all such obligations with
respect to such Notes shall have been satisfied in full.




          Section 6. Registration Procedures




          (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the
Company and the Guarantors shall comply with all of the provisions of Section 6(c) below, shall use
their best efforts to effect such exchange to permit the sale of Transfer Restricted Securities
being sold in accordance with the intended method or methods of distribution thereof, and shall
comply with all of the following provisions:





     (i) If in the reasonable opinion of counsel to the Company there is a question as to
whether the Exchange Offer is permitted by applicable law, each of the Company and the
Guarantors hereby agrees to seek a no-action letter or other favorable decision from the
Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such
Initial Securities. Each of the Company and the Guarantors hereby agrees to pursue the
issuance of such a decision to the Commission staff level but shall not be required to take
commercially unreasonable action to effect a change of Commission policy. Each of the
Company and the Guarantors hereby agrees, however, to (A) participate in telephonic
conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by
counsel to the Company setting forth the legal bases, if any, upon which such counsel has
concluded that such an Exchange Offer should be permitted and (C) diligently pursue a
favorable resolution by the Commission staff of such submission.




     (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of
this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the
request of the Company, prior to the Consummation thereof, a written representation to the
Company (which may be contained in the letter of transmittal contemplated by the Exchange
Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company,
(B) it is not engaged in, and does not intend to engage in, and has no arrangement or
understanding with any person to participate in, a distribution of the Exchange Securities
to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its
ordinary course of business. In addition, all such Holders of Transfer Restricted
Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer.
Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using
the Exchange Offer to participate in a distribution of the securities to be acquired in the
Exchange Offer (1) could not under Commission policy as in effect on the date of this
Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co.,
Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available
May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July
2, 1993, and similar no-action letters (which may include any no-action letter obtained
pursuant to clause (i) above), and (2) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with a secondary resale
transaction and that such a secondary resale transaction should be covered by an effective
registration statement containing the selling security holder information required by Item
507 or 508, as



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applicable, of Regulation S-K if the resales are of Exchange Securities obtained by
such Holder in exchange for Initial Securities acquired by such Holder directly from the
Company.



          (b) Shelf Registration Statement. In connection with the Shelf Registration
Statement, each of the Company and the Guarantors shall comply with all the provisions of Section
6(c) below and shall use their best efforts to effect such registration to permit the sale of the
Transfer Restricted Securities being sold in accordance with the intended method or methods of
distribution thereof, and pursuant thereto each of the Company and the Guarantors will as
expeditiously as possible prepare and file with the Commission a Registration Statement relating to
the registration on any appropriate form under the Securities Act, which form shall be available
for the sale of the Transfer Restricted Securities in accordance with the intended method or
methods of distribution thereof.




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





     (i) use its best efforts to keep such Registration Statement continuously effective and
provide all requisite financial statements (including, if required by the Securities Act or
any regulations thereunder, financial statements of the Guarantors) for the period specified
in Section 3 or 4 of this Agreement, as applicable; upon the occurrence of any event that
would cause any such Registration Statement or the Prospectus contained therein (A) to
contain a material misstatement or omission or (B) not to be effective and usable for resale
of Transfer Restricted Securities during the period required by this Agreement, the Company
shall file promptly an appropriate amendment to such Registration Statement, in the case of
clause (A), correcting any such misstatement or omission, and, in the case of either clause
(A) or (B), use its best efforts to cause such amendment to be declared effective and such
Registration Statement and the related Prospectus to become usable for their intended
purpose(s) as soon as practicable thereafter;




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



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     (iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested
by such Persons, to confirm such advice in writing, (A) when the Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with respect to any
Registration Statement or any post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments to the Registration Statement
or amendments or supplements to the Prospectus or for additional information relating
thereto, (C) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Securities Act or of the suspension by
any state securities commission of the qualification of the Transfer Restricted Securities
for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the
preceding purposes, and (D) of the existence of any fact or the happening of any event that
makes any statement of a material fact made in the Registration Statement, the Prospectus,
any amendment or supplement thereto, or any document incorporated by reference therein
untrue, or that requires the making of any additions to or changes in the Registration
Statement or the Prospectus in order to make the statements therein not misleading. If at
any time the Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, or any state securities commission or other regulatory authority
shall issue an order suspending the qualification or exemption from qualification of the
Transfer Restricted Securities under state securities or Blue Sky laws, each of the Company
and the Guarantors shall use its best efforts to obtain the withdrawal or lifting of such
order at the earliest possible time;




     (iv) furnish without charge to each of the Initial Purchasers, each selling Holder
named in any Registration Statement, and each of the underwriter(s), if any, before filing
with the Commission, copies of any Registration Statement or any Prospectus included therein
or any amendments or supplements to any such Registration Statement or Prospectus (including
all documents incorporated by reference after the initial filing of such Registration
Statement), which documents will be subject to the review of such Holders and underwriter(s)
in connection with such sale, if any, for a period of at least five business days, and the
Company will not file any such Registration Statement or Prospectus or any amendment or
supplement to any such Registration Statement or Prospectus (including all such documents
incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities
covered by such Registration Statement or the underwriter(s), if any, shall reasonably
object in writing within five business days after the receipt thereof (such objection to be
deemed timely made upon confirmation of telecopy transmission within such period). The
objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable
if such Registration Statement, amendment, Prospectus or supplement, as applicable, as
proposed to be filed, contains a material misstatement or omission;




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



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     (vi) make available at reasonable times for inspection by the Initial Purchasers, any
managing underwriter participating in any disposition pursuant to such Registration
Statement and any attorney or accountant retained by such Initial Purchasers or any of the
underwriter(s), all financial and other records, pertinent corporate documents and
properties of the Company and each of the Guarantors and cause the officers, directors and
employees of the Company and each of the Guarantors to supply all information reasonably
requested by any such Holder, underwriter, attorney or accountant in connection with such
Registration Statement subsequent to the filing thereof and prior to its effectiveness;




     (vii) if requested by any selling Holders or the underwriter(s), if any, promptly
incorporate in any Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as such selling Holders and
underwriter(s), if any, may reasonably request to have included therein, including, without
limitation, information relating to the “Plan of Distribution” of the Transfer Restricted
Securities, information with respect to the principal amount of Transfer Restricted
Securities being sold to such underwriter(s), the purchase price being paid therefor and any
other terms of the offering of the Transfer Restricted Securities to be sold in such
offering; and make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after the Company is notified of the matters to be
incorporated in such Prospectus supplement or post-effective amendment;




     (viii) cause the Transfer Restricted Securities covered by the Registration Statement
to be rated with the appropriate rating agencies, if so requested by the Holders of a
majority in aggregate principal amount of Securities covered thereby or the underwriter(s),
if any;




     (ix) furnish to each selling Holder and each of the underwriter(s), if any, without
charge, at least one copy of the Registration Statement, as first filed with the Commission,
and of each amendment thereto, including financial statements and schedules, all documents
incorporated by reference therein and all exhibits (including exhibits incorporated therein
by reference);




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




     (xi) enter into such agreements (including an underwriting agreement), and make such
representations and warranties, and take all such other actions in connection therewith in
order to expedite or facilitate the disposition of the Transfer Restricted Securities
pursuant to any Registration Statement contemplated by this Agreement, all to such extent as
may be requested by any Initial Purchaser or by any Holder of Transfer Restricted Securities
or underwriter in connection with any sale or resale pursuant to any



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Registration Statement contemplated by this Agreement; and whether or not an
underwriting agreement is entered into and whether or not the registration is an
Underwritten Registration, each of the Company and the Guarantors shall:




     (1) furnish to each Initial Purchaser, each selling Holder and each
underwriter, if any, in such substance and scope as they may request and as are
customarily made by issuers to underwriters in primary underwritten offerings, upon
the date of the Consummation of the Exchange Offer and, if applicable, the
effectiveness of the Shelf Registration Statement:




     (A) a certificate, dated the date of Consummation of the Exchange Offer
or the date of effectiveness of the Shelf Registration Statement, as the
case may be, signed by the Chief Financial Officer of the Company and the
Guarantors, confirming, as of the date thereof, the matters set forth in
Section 7(i) of the Purchase Agreement, and such other matters as such
parties may reasonably request;




     (B) opinions, dated the date of Consummation of the Exchange Offer or
the date of effectiveness of the Shelf Registration Statement, as the case
may be, of counsel for the Company and the Guarantors, covering the matters
set forth in Sections 5(c) and 5(d) of the Purchase Agreement and such other
matters as such parties may reasonably request, and in any event including a
statement to the effect that such counsel has participated in conferences
with officers and other representatives of the Company and the Guarantors,
representatives of the independent public accountants for the Company and
the Guarantors, the Initial Purchasers’ representatives and the Initial
Purchasers’ counsel in connection with the preparation of such Registration
Statement and the related Prospectus and has considered the matters required
to be stated therein and the statements contained therein, although such
counsel has not independently verified the accuracy, completeness or
fairness of such statements; and that such counsel advises that, on the
basis of the foregoing, no facts came to such counsel’s attention that
caused such counsel to believe that the applicable Registration Statement,
at the time such Registration Statement or any post-effective amendment
thereto became effective, and, in the case of the Exchange Offer
Registration Statement, as of the date of Consummation, contained an untrue
statement of a material fact or omitted to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading, or that the Prospectus contained in such Registration Statement
as of its date and, in the case of the opinion dated the date of
Consummation of the Exchange Offer, as of the date of Consummation,
contained an untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. Without
limiting the foregoing, such counsel may state further that such counsel
assumes no responsibility for, and has not independently verified, the
accuracy, completeness or fairness of the



11









 






financial statements, notes and schedules and other financial data
included in any Registration Statement contemplated by this Agreement or the
related Prospectus; and




     (C) a customary comfort letter, dated as of the date of Consummation of
the Exchange Offer or the date of effectiveness of the Shelf Registration
Statement, as the case may be, from the Company’s independent accountants,
in the customary form and covering matters of the type customarily covered
in comfort letters by underwriters in connection with primary underwritten
offerings, and affirming the matters set forth in the comfort letters
delivered pursuant to Section 5(a) of the Purchase Agreement, without
exception;




     (2) set forth in full or incorporate by reference in the underwriting
agreement, if any, the indemnification provisions and procedures of Section 8 hereof
with respect to all parties to be indemnified pursuant to said Section; and




     (3) deliver such other documents and certificates as may be reasonably
requested by such parties to evidence compliance with clause (A) above and with any
customary conditions contained in the underwriting agreement or other agreement
entered into by the Company or the Guarantors pursuant to this clause (xi), if any.



          If at any time the representations and warranties of the Company or the Guarantors
contemplated in this clause (xi) cease to be true and correct, the Company or the Guarantors shall
so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly
and, if requested by such Persons, shall confirm such advice in writing;





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




     (xiii) shall issue, upon the request of any Holder of Initial Securities covered by the
Shelf Registration Statement, Exchange Securities, having an aggregate principal amount
equal to the aggregate principal amount of Initial Securities surrendered to the Company by
such Holder in exchange therefor or being sold by such Holder; such Exchange Securities to
be registered in the name of such Holder or in the name of the purchaser(s) of such
Securities, as the case may be; in return, the Initial Securities held by such Holder shall
be surrendered to the Company for cancellation;



12









 






     (xiv) cooperate with the selling Holders and the underwriter(s), if any, to facilitate
the timely preparation and delivery of certificates representing Transfer Restricted
Securities to be sold and not bearing any restrictive legends; and enable such Transfer
Restricted Securities to be in such denominations and registered in such names as the
Holders or the underwriter(s), if any, may request at least two business days prior to any
sale of Transfer Restricted Securities made by such Holders or underwriter(s);




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




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




     (xvii) provide a CUSIP number for all Notes comprising Exchange Securities not later
than the effective date of the Registration Statement and provide the Trustee under the
Indenture with printed certificates for the Exchange Securities which are in a form eligible
for deposit with the Depositary Trust Company;




     (xviii) cooperate and assist in any filings required to be made with the FINRA and in
the performance of any due diligence investigation by any underwriter (including any
“qualified independent underwriter”) that is required to be retained in accordance with the
rules and regulations of the FINRA, and use its reasonable best efforts to cause such
Registration Statement to become effective and approved by such governmental agencies or
authorities as may be necessary to enable the Holders selling Transfer Restricted Securities
to consummate the disposition of such Transfer Restricted Securities;




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




     (xx) cause the Indenture to be qualified under the Trust Indenture Act not later than
the effective date of the first Registration Statement required by this Agreement, and, in
connection therewith, cooperate with the Trustee and the Holders of Securities to



13









 






effect such changes to the Indenture as may be required for such Indenture to be so
qualified in accordance with the terms of the Trust Indenture Act; and to execute and use
its best efforts to cause the Trustee to execute, all documents that may be required to
effect such changes and all other forms and documents required to be filed with the
Commission to enable such Indenture to be so qualified in a timely manner;




     (xxi) cause all Transfer Restricted Securities covered by the Registration Statement to
be listed on each securities exchange on which similar securities issued by the Company are
then listed if requested by the Holders of a majority in aggregate principal amount of
Initial Securities or the managing underwriter(s), if any; and




     (xxii) provide promptly to each Holder upon request each document filed with the
Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act.



          Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any
notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D)
hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised
in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and
has received copies of any additional or supplemental filings that are incorporated by reference in
the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies then in such Holder’s possession,
of the Prospectus covering such Transfer Restricted Securities that was current at the time of
receipt of such notice. In the event the Company shall give any such notice, the time period
regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as
applicable, shall be extended by the number of days during the period from and including the date
of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when
each selling Holder covered by such Registration Statement shall have received the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received
the Advice; however, no such extension shall be taken into account in determining whether
Liquidated Damages are due pursuant to Section 5 hereof or the amount of such Liquidated Damages,
it being agreed that the Company’s option to suspend use of a Registration Statement pursuant to
this paragraph shall be treated as a Registration Default for purposes of Section 5.




          Section 7. Registration Expenses




          (a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance
with this Agreement will be borne by the Company and the Guarantors, jointly and severally,
regardless of whether a Registration Statement becomes effective, including without limitation:
(i) all registration and filing fees and expenses (including filings made by any Initial Purchaser
or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent
underwriter” and its counsel that may be required by the rules and regulations of the FINRA)), up
to $10,000; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing





14












 





certificates for the Exchange Securities to be issued in the Exchange Offer and printing of
Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of
counsel for the Company and the Guarantors, and, subject to Section 7(b) below, the Holders of
Transfer Restricted Securities; (v) all application and filing fees in connection with listing the
Exchange Securities on a national securities exchange or automated quotation system pursuant to the
requirements thereof; (vi) all fees and disbursements of independent certified public accountants
of the Company and each of the Guarantors (including the expenses of any special audit and comfort
letters required by or incident to such performance); and (vii) all fees and expenses relating to
the qualification of the Indenture under the applicable securities laws.



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


          (b) In connection with any Registration Statement required by this Agreement (including,
without limitation, the Exchange Offer Registration Statement and the Shelf Registration
Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial
Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer
and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration
Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be Shearman & Sterling or
such other counsel as may be chosen by the Holders of a majority in principal amount of the
Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.


          Section 8. Indemnification


          (a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold
harmless (i) each Holder and (ii) each person, if any, who controls (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the persons referred
to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the
respective officers, directors, partners, employees, representatives and agents of any Holder or
any controlling person (any person referred to in clause (i), (ii) or (iii) may hereinafter be
referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any
and all losses, claims, damages, liabilities, judgments, actions and expenses (including without
limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing,
pursuing, settling, compromising, paying or defending any claim or action, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, including the reasonable
fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly
caused by, related to, based upon, arising out of or in connection with any untrue statement or
alleged untrue statement of a material fact contained in any Registration Statement or Prospectus
(or any amendment or supplement thereto), or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by
an untrue statement or omission or alleged untrue statement or omission that is made in reliance
upon and in conformity with information relating





15









 








to any of the Holders furnished in writing to the Company by any of the Holders expressly for
use therein. This indemnity agreement shall be in addition to any liability which the Company or
any of the Guarantors may otherwise have.



          (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Guarantors and their respective directors and officers
of the Company and the Guarantors who sign a Registration Statement, and any person controlling
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the
Company or any of the Guarantors, and the respective offices, directors, partners, employees,
representatives and agents of each such person, to the same extent as the foregoing indemnity from
the Company and the Guarantors to each of the Indemnified Holders, but only with respect to claims
and actions based on information relating to such Holder furnished in writing by such Holder
expressly for use in any Registration Statement. In case any action or proceeding shall be brought
against the Company, the Guarantors or their respective directors or officers or any such
controlling person in respect of which indemnity may be sought against a Holder of Transfer
Restricted Securities, such Holder shall have the rights and duties given the Company and the
Guarantors and the Company, the Guarantors or their respective directors or officers or such
controlling person shall have the rights and duties given to each Holder by the preceding
paragraph. In no event shall the liability of any selling Holder hereunder be greater in amount
than the dollar amount of the proceeds received by such Holder upon the sale of the Securities
giving rise to such indemnification obligation.


          (c) Promptly after receipt by an indemnified party under this Section 8 of notice of any claim
or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to
be made against the indemnifying party under this Section 8, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that the failure to
notify the indemnifying party shall not relieve it from any liability that it may have under this
Section 8 except to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses 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 this Section 8. If any such claim or
action shall be brought against an indemnified party, and it shall notify the indemnifying party
thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying
party to the indemnified party of its election to assume the defense of such claim or action, the
indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that the Indemnified
Holders shall have the right to employ counsel to represent jointly the Indemnified Holders and
those Indemnified Holders and their respective directors, officers, employees and controlling
persons who may be subject to liability arising out of any claim in respect of which indemnity may
be sought by the Indemnified Holders against the Company or any of the Guarantors under this
Section 8 if, in the reasonable judgment of the Indemnified Holders, it is advisable for the
Indemnified Holders and those directors, officers, employees and controlling persons to be jointly
represented by separate counsel, and in that event the fees and expenses of such separate counsel
shall be paid by the Company and the Guarantors. No





16









 








indemnifying party shall (i) without the prior written consent of the indemnified parties
(which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of
any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect
of which indemnification or contribution may be sought hereunder (whether or not the indemnified
parties are actual or potential parties to such claim or action) unless such settlement, compromise
or consent includes an unconditional release of each indemnified party from all liability arising
out of such claim, action, suit or proceeding, or (ii) be liable for any settlement of any such
action effected without its written consent (which consent shall not be unreasonably withheld), but
if settled with the consent of the indemnifying party or if there be a final judgment of the
plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any
indemnified party from and against any loss or liability by reason of such settlement or judgment.



          (d) If the indemnification provided for in this Section 8 is unavailable to an indemnified
party under Section 8(a) or Section 8(b) hereof (other than by reason of exceptions provided in
those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or
expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one
hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the
Company and the Guarantors shall be deemed to be equal to the total gross proceeds from the Initial
Placement as set forth on the cover page of the Offering Memorandum), the amount of Liquidated
Damages which did not become payable as a result of the filing of the Registration Statement
resulting in such losses, claims, damages, liabilities, judgments actions or expenses, and such
Registration Statement, or if such allocation is not permitted by applicable law, the relative
fault of the Company and the Guarantors, on the one hand, and of the Indemnified Holder, on the
other hand, in connection with the statements or omissions which resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable considerations. The
relative fault of the Company and the Guarantors, on the one hand, and of the Indemnified Holder,
on the other, shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Company or any of the Guarantors or by the Indemnified
Holder and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid or payable by a party as a result
of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to
include, subject to the limitations set forth in Section 8(c), any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending any action or
claim.


          The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it
would not be just and equitable if contribution pursuant to this Section 8(d) were determined by
pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable considerations referred to
in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or expenses referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations





17









 








set forth above, any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be
required to contribute, in the aggregate, any amount in excess of the amount by which the total
discount received by such Holder with respect to the Initial Securities exceeds the amount of any
damages which such Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to
contribute pursuant to this Section 8(d) are several in proportion to the respective principal
amount of Initial Securities held by each of the Holders hereunder and not joint.



          Section 9. Rule 144A


          Unless the Company is subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, each of the Company and the Guarantors shall, for so long as any Transfer Restricted
Securities remain outstanding, make available to any Holder or beneficial owner of Transfer
Restricted Securities in connection with any sale thereof and any prospective purchaser of such
Transfer Restricted Securities from such Holder or beneficial owner, the information required by
Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A.


          Section 10. Participation In Underwritten Registrations


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


          Section 11. Selection Of Underwriters


          The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who
desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any
such Underwritten Offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by the Holders of a majority in aggregate
principal amount of the Transfer Restricted Securities included in such offering; provided, that
such investment bankers and managers must be reasonably satisfactory to the Company.


          Section 12. Miscellaneous


          (a) Remedies. Each of the Company and the Guarantors hereby agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.






18









 







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


          (c) Adjustments Affecting the Securities. The Company will not take any action, or
permit any change to occur, with respect to the Securities that would materially and adversely
affect the ability of the Holders to Consummate any Exchange Offer, unless such action or change is
required by applicable law.


          (d) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the provisions hereof may
not be given unless the Company has obtained the written consent of Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted
Securities held by the Company or its affiliates). Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the rights of Holders
whose securities are being tendered pursuant to the Exchange Offer and that does not affect
directly or indirectly the rights of other Holders whose securities are not being tendered pursuant
to such Exchange Offer may be given by the Holders of a majority of the outstanding principal
amount of Transfer Restricted Securities being tendered or
registered; provided that, with respect
to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder,
the Company shall obtain the written consent of each such Initial Purchaser with respect to which
such amendment, qualification, supplement, waiver, consent or departure is to be effective.


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




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




     (ii) if to the Company or any Guarantor:




The
GEO Group, Inc.

One Park Place

621 NW 53rd Street

Suite 700

Boca Raton, FL 33487

Facsimile: (561) 999-7744

Attention: John J. Bulfin, Esq.



19









 






with a copy to:


Akerman Senterfitt

One Southeast Third Avenue

28th Floor

Miami, FL 33131-1714

Facsimile: (305) 374-5095

Attention: Stephen K. Roddenberry


          (iii) if to the Initial Purchasers:




c/o Banc of America Securities LLC

One Bryant Park

New York, New York 10036


with a copy to:


Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022-6069

Facsimile: (212) 848-7711

Attention: David Beveridge


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


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


          (f) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including without limitation and
without the need for an express assignment, subsequent Holders of Transfer Restricted Securities;
provided, however, that this Agreement shall not inure to the benefit of or be binding upon a
successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer
Restricted Securities from such Holder.


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


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






20









 







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


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


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



[Remainder of this Page Intentionally Left Blank]





21












 





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



	 	 	 	 	 
	 	The Geo Group, Inc.

 	 
	 	By:  	/s/ John Bulfin
 	 
	 	 	Name:  	John Bulfin 	 
	 	 	Title:  	Sr. VP, General Counsel 	 
	 
	 	Correctional Properties Prison 

Finance LLC

 	 
	 	By:  	/s/ Shayn March
 	 
	 	 	Name:  	Shayn March 	 
	 	 	Title:  	Treasurer 	 
	 
	 	Correctional Services Corporation

 	 
	 	By:  	/s/ John Bulfin
 	 
	 	 	Name:  	John Bulfin 	 
	 	 	Title:  	VP, Secretary 	 
	 
	 	CPT Limited Partner, LLC

 	 
	 	By:  	/s/ John Bulfin
 	 
	 	 	Name:  	John Bulfin 	 
	 	 	Title:  	VP, Secretary 	 
	 
	 	CPT Operating Partnership LP

 	 
	 	By:  	/s/ Shayn March
 	 
	 	 	Name:  	Shayn March 	 
	 	 	Title:  	Treasurer 	 
	 
	 	GEO Acquisition II, Inc.

 	 
	 	By:  	/s/ John Bulfin
 	 
	 	 	Name:  	John Bulfin 	 
	 	 	Title:  	VP, Secretary 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GEO Care, Inc.

 	 
	 	By:  	/s/ Brian Evans
 	 
	 	 	Name:  	Brian Evans 	 
	 	 	Title:  	Treasurer 	 
	 
	 	GEO Holdings I, Inc.

 	 
	 	By:  	/s/ John Bulfin
 	 
	 	 	Name:  	John Bulfin 	 
	 	 	Title:  	VP, Secretary 	 
	 
	 	Public Properties Development & 

Leasing LLC

 	 
	 	By:  	/s/ Brian Evans
 	 
	 	 	Name:  	Brian Evans 	 
	 	 	Title:  	VP, Finance 	 
	 
	 	GEO Re Holdings LLC 

 	 
	 	By:  	/s/ John Bulfin
 	 
	 	 	Name:  	John Bulfin 	 
	 	 	Title:  	VP, Secretary 	 
	 
	 	GEO Transport, Inc.

 	 
	 	By:  	/s/ John Bulfin
 	 
	 	 	Name:  	John Bulfin 	 
	 	 	Title:  	VP, Secretary 	 
	 
	 	Just Care, Inc.

 	 
	 	By:  	/s/ Brian Evans
 	 
	 	 	Name:  	Brian Evans 	 
	 	 	Title:  	VP, Treasurer 	 



 









 






	 	 	 	 	 



The
foregoing Registration Rights Agreement is
 hereby confirmed and
accepted as of the date first

above written.




Banc of America Securities LLC

SunTrust Robinson Humphrey, Inc.

Wells Fargo Securities, LLC

BNP Paribas Securities Corp.

Barclays Capital Inc.




Acting on behalf of itself and the several Initial
Purchasers




By: Banc of America Securities LLC




	 	 	 	 	 
	By:

	 	/s/ William H. Pegler, Jr.

 

Name: William H. Pegler, Jr.

Title:   Director