Exhibit 4.3


    Exhibit
      4.3

     

    EXECUTION
      COPY

    
 

    REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (the “Agreement”
      )
      is made
      and entered into as of August 2, 2006 among WEINGARTEN REALTY INVESTORS, a
      Texas
      real estate investment trust (the “Company”)
      and the
      several initial purchasers (the “Initial
      Purchasers”)
      named
      in Schedule A to the Purchase Agreement (as defined below), for whom Citigroup
      Global Markets Inc., is acting as representative (the “Representative”).
      

     

    This
      Agreement is made pursuant to the Purchase Agreement, dated July 28, 2006 (the
      “Purchase
      Agreement”),
      between the Company, as the issuer of the 3.95% Convertible Senior Notes Due
      2026 (the “Notes”)
      and the
      Initial Purchasers, which provides for, among other things, the sale of the
      Notes by the Company to the Initial Purchasers. 

     

    In
      order
      to induce the Initial Purchasers to enter into the Purchase Agreement, the
      Company has agreed to provide to the Initial Purchasers and their respective
      direct and indirect transferees the registration rights set forth in this
      Agreement. 

     

    In
      consideration of the foregoing, the parties hereto agree as follows:


     

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

     

    “Advice”
      shall
      have the meaning set forth in the last paragraph of Section 3
      hereof.

     

    “Affiliate”
      has the
      same meaning as given to that term in Rule 405 under the Securities Act or
      any successor rule thereunder.

     

    “Automatic
      Shelf Registration Statement”
      shall
      mean a Registration Statement filed by a Well-Known Seasoned Issuer which shall
      become effective upon filing thereof pursuant to General Instruction I.D. of
      Form S-3.

     

    “Business
      Day”
      means
      any day other than a Saturday, a Sunday, or a day on which banking institutions
      in New York, New York are authorized or required by law or executive order
      to
      remain closed.

     

    “Common
      Shares”
      means
      the common shares of beneficial interest of the Company, par value $0.03 per
      share, initially issuable upon conversion of the Notes.

     

    “Company”
      shall
      have the meaning set forth in the preamble to this Agreement and also includes
      the Company’s successors and permitted assigns.

     

    “Closing
      Time”
      shall
      mean the Closing Time as defined in the Purchase Agreement.

     

    “Effective
      Date”
      shall
      mean the date the initial Shelf Registration Statement becomes effective or,
      in
      the case of designation of an Automatic Shelf Registration Statement as the
      Shelf Registration Statement, the date a Prospectus is first made available
      thereunder for use by the Holders.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Effectiveness
      Deadline”
      shall
      mean (i) for purposes of Section 2(a)(i) hereof, the 180th day following the
      Issue Date, (ii) for
      purposes of the filing of any post-effective amendment pursuant to Section
      2(a)(iii) hereof, the 30th day after the obligation to make such filing
      arises,
      (iii)
      for purposes of the filing of any Shelf Registration Statement pursuant to
      Section 2(a)(iii) hereof, the 60th day after the obligation to make such filing
      arises, and (iv) for purposes of any filing made pursuant to Section 2(a)(iv)
      hereof, the tenth Business Day after the obligation to make such filing
      arises.

     

    “Effectiveness
      Period”
      shall
      have the meaning set forth in Section 2(a)(iv) hereof.

     

    “Exchange
      Act”
      shall
      mean the Securities Exchange Act of 1934, as amended from time to
      time.

     

    “Filing
      Deadline”
      shall
      mean (i) for purposes of Section 2(a)(i) hereof, the 90th day following the
      Issue Date, (ii) for purposes of Section 2(a)(iii) hereof, the tenth Business
      Day after the date of receipt by the Company of the information specified
      therein (or, if a Suspension Period is then in effect or initiated within five
      Business Days following the date of receipt of such information, the tenth
      Business Day following the end of such Suspension Period), and (iii) for
      purposes of Section 2(a)(iv) hereof, the tenth Business Day after the cessation
      of effectiveness of any Shelf Registration Statement (or, if a Suspension Period
      is then in effect or initiated within five Business Days following the date
      of
      receipt of such information, the tenth Business Day following the end of such
      Suspension Period).

     

    “Holder”
      shall
      mean each Initial Purchaser, for so long as such Initial Purchaser owns any
      Registrable Securities, and each of such Initial Purchaser’s respective
      successors, assigns and direct and indirect transferees who become registered
      owners of Registrable Securities.

     

    “Indenture”
shall
      mean the Indenture relating to the Securities, dated as of May 1, 1995,
      between the Company and the Trustee, pursuant to which the Notes are being
      issued, and in accordance with which the Common Shares may be issued, as the
      same may be amended, supplemented, waived or otherwise modified from time to
      time in accordance with the terms thereof.

     

    “Initial
      Purchasers”
      shall
      have the meaning set forth in the preamble to this Agreement.

     

    “Inspectors”
      shall
      have the meaning set forth in Section 3(m) hereof.

     

    “Issue
      Date”
      shall
      mean August 2, 2006, the date of original issuance of the Notes.

     

    “Liquidated
      Damages”
      shall
      have the meaning set forth in Section 2(e) hereof.

     

    “Majority
      Holders”
      shall
      mean the Holders collectively holding a majority of the aggregate principal
      amount of outstanding Notes or the number of outstanding Common Shares, as
      the
      context requires.

     

    “Notes”
      shall
      have the meaning set forth in the preamble to this Agreement.

     

    
      
        
        

      

      
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    “Person”
      shall
      mean an individual, partnership, corporation, trust or unincorporated
      organization, limited liability corporation, or a government or agency or
      political subdivision thereof.

     

    “Prospectus”
      shall
      mean the prospectus included in a Shelf Registration Statement, including any
      preliminary prospectus, any issuer “free writing prospectus,” as such term is
      defined in Rule 433 under the Securities Act, and any such prospectus as amended
      or supplemented by any prospectus supplement, including a prospectus supplement
      with respect to the terms of the offering of any portion of the Registrable
      Securities covered by a Shelf Registration Statement, and by all other
      amendments and supplements to a prospectus, including post-effective amendments,
      and, in each case, including all documents incorporated by reference
      therein.

     

    “Purchase
      Agreement”
      shall
      have the meaning set forth in the preamble to this Agreement.

     

    “Questionnaire”
      shall
      have the meaning set forth in Section 2(a)(ii) hereof.

     

    “Records”
      shall
      have the meaning set forth in Section 3(m) hereof.

     

    “Registrable
      Securities”
      shall
      mean the Notes and the Common Shares; provided,
      however, that
      (i) the Notes shall cease to be Registrable Securities upon the earlier of
      (1) a Shelf Registration Statement with respect thereto for the resale of
      the Notes having been declared effective under the Securities Act and the Notes
      having been disposed of pursuant to such Shelf Registration Statement,
      (2) the Notes having become eligible to be sold without restriction as
      contemplated by Rule 144(k) under the Securities Act by a Person who is not
      an Affiliate of the Company, or (3) the Notes having ceased to be
      outstanding, and (ii) the Common Shares shall cease to be Registrable
      Securities upon the earlier of (1) a Shelf Registration Statement with
      respect to such Common Shares for the resale thereof having been declared
      effective under the Securities Act and such Common Shares having been disposed
      of pursuant to such Shelf Registration Statement, (2) such Common Shares
      having become eligible to be sold without restriction as contemplated by Rule
      144(k) under the Securities Act by a Person who is not an Affiliate of the
      Company, or (3) such Common Shares having ceased to be
      outstanding.

     

    “Registration
      Expenses”
      shall
      mean any and all expenses incident to performance of or compliance by the
      Company with this Agreement, including without limitation: (i) all SEC or
      National Association of Securities Dealers, Inc. (the “NASD”)
      registration 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 incurred in
      connection with compliance with state securities or blue sky laws (including
      reasonable fees and disbursements of one counsel for all underwriters or Holders
      as a group in connection with blue sky qualification of any of the Registrable
      Securities) and compliance with the rules of the NASD, (iii) all expenses
      of any Persons in preparing or assisting in preparing, word processing, printing
      and distributing any Shelf Registration Statement, any Prospectus and any
      amendments or supplements thereto, and in preparing or assisting in preparing,
      printing and distributing any underwriting agreements, securities sales
      agreements and other documents relating to the performance of and compliance
      with this Agreement, (iv) all rating agency fees, (v) the fees and


     

    
      
        
        

      

      
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    disbursements
      of one counsel for the Company and of the independent certified public
      accountants of the Company, including the expenses of any “cold comfort” letters
      required by or incident to the performance of and compliance with this
      Agreement, and (vi) the reasonable fees and expenses of any special experts
      retained by the Company in connection with the Shelf Registration
      Statement.

     

    “SEC”
      shall
      mean the Securities and Exchange Commission.

     

    “Securities”
      shall
      mean the Notes and the Common Shares.

     

    “Securities
      Act”
      shall
      mean the Securities Act of 1933, as amended from time to time.

     

    “Shelf
      Registration”
      shall
      mean a registration effected pursuant to Section 2(a) hereof.

     

    “Shelf
      Registration Statement”
      shall
      mean a “shelf” registration statement of the Company pursuant to the provisions
      of Section 2(a) hereof which covers all of the Registrable Securities on
      Form S-3 or, if not then available to the Company, on another appropriate form
      under Rule 415 under the Securities Act, or any similar rule that may be
      adopted by the SEC, and all amendments and supplements to such registration
      statement, including post-effective amendments, in each case including the
      Prospectus contained therein, all exhibits thereto and all documents
      incorporated by reference therein.

     

    “Suspension
      Period”
      shall
      have the meaning set forth in Section 2(a)(iv).

     

    “Trustee”
shall
      mean the trustee with respect to the Securities under the
      Indenture.

     

    “Well−Known
      Seasoned Issuer” shall
      have the meaning set forth in Rule 405 under the Securities Act.

     

    2.  Registration
      Under the Securities Act. 

     

    (a)  Shelf
      Registration.
      

     

    (i)  The
      Company shall file or cause to be filed (or otherwise designate an existing
      Automatic Shelf Registration Statement previously filed with the SEC as) a
      Shelf
      Registration Statement providing for the sale by the Holders of all of the
      Registrable Securities, as promptly as practicable but in any event on or prior
      to the Filing Deadline. If the Shelf Registration Statement is not an Automatic
      Shelf Registration Statement, the Company shall use its reasonable best efforts
      to have such Shelf Registration Statement declared effective by the SEC as
      promptly as practicable after filing thereof, but in any event on or prior
      to
      the Effectiveness Deadline. If
      the
      Shelf Registration Statement is an Automatic Shelf Registration Statement,
      the
      Company shall use its reasonable best efforts to prepare and file a supplement
      to the Prospectus to cover resales of the Registrable Securities by the
      Holders
      as
      promptly as practicable after filing thereof, but in any event on or prior
      to
      the Effectiveness Deadline. 

     

    (ii)  Notwithstanding
      any other provision hereof, no Holder of Registrable Securities shall be
      entitled to include any of their Registrable Securities in any Shelf
      Registration Statement pursuant to this Agreement unless and until such Holder
      agrees in writing to be bound 

     

    
      
        
        

      

      
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    by
      all of
      the provisions of this Agreement applicable to such Holder and the Holder
      furnishes to the Company a fully completed notice and questionnaire in the
      form
      attached as Appendix A to the Offering Memorandum (the “Questionnaire”)
      and
      such other information in writing as the Company may reasonably request in
      writing for use in connection with the Shelf Registration Statement or
      Prospectus included therein and in any application to be filed with or under
      state securities laws. The Company shall issue a press release through a
      reputable national newswire service of its filing (or intention to designate
      an
      Automatic Shelf Registration Statement as) the Shelf Registration Statement
      and
      of the anticipated Effective Date thereof. In order to be named as a selling
      securityholder in the Prospectus at the time it is first made available for
      use,
      each Holder must furnish the completed Questionnaire and such other information
      that the Company may reasonably request in writing, if any, to the Company
      in
      writing no later than the tenth Business Day prior to the anticipated Effective
      Date as announced in the press release. Each
      Holder as to which any Shelf Registration is being effected agrees to furnish
      to
      the Company all information with respect to such Holder necessary to make the
      information previously furnished to the Company by such Holder not materially
      misleading.

     

    (iii)  From
      and
      after the Effective Date, upon receipt of a completed Questionnaire and such
      other information that the Company may reasonably request in writing, if any,
      the Company will use its reasonable best efforts to file as promptly as
      reasonably practicable but in any event on or prior to the Filing Deadline
      either (i) if then permitted by the Securities Act or the rules and regulations
      thereunder (or then-current SEC interpretations thereof), a supplement to the
      Prospectus naming such Holder as a selling securityholder and containing such
      other information as necessary to permit such Holder to deliver the Prospectus
      to purchasers of the Holder's Securities, or (ii) if it is not then permitted
      under the Securities Act or the rules and regulations thereunder (or
      then-current SEC interpretations thereof) to name such Holder as a selling
      securityholder in a supplement to the Prospectus, a post-effective amendment
      to
      the Shelf Registration Statement or an additional Shelf Registration Statement
      as necessary for such Holder to be named as a selling securityholder in the
      Prospectus contained therein to permit such Holder to deliver the Prospectus
      to
      purchasers of the Holder's Securities (subject, in the case of either clause
      (i)
      or clause (ii), to the Company’s right to suspend use of the Shelf Registration
      Statement as described in Section 2(a)(iv) hereof). If a post-effective
      amendment or additional Shelf Registration Statement is required to be filed,
      the Company shall use its reasonable best efforts to have such post-effective
      amendment or additional Shelf Registration Statement declared effective by
      the
      SEC as promptly as practicable after filing thereof, but in any event on or
      prior to the Effectiveness Deadline. The Company shall not be required to file
      more than three supplements to the Prospectus, post-effective amendments or
      additional Shelf Registration Statements in any fiscal quarter for all such
      Holders.
      

     

    (iv)  The
      Company agrees to use its reasonable best efforts to keep the Shelf Registration
      Statement continuously effective and the Prospectus usable for resales until
      there are no Registrable Securities outstanding (the “Effectiveness
      Period”);
      provided,
      however,
      that
      for 30 days or less (whether or not consecutive) in any three-month period,
      and for 90 days or less in any 12-month period, the Company shall be permitted,
      by giving written notice to the Holders of Registrable Securities, to suspend
      sales thereof if the Shelf Registration Statement is no longer effective or
      usable for
      resales due
      to
      circumstances relating to pending developments, public filings with the SEC
      and
      similar events, or because the Prospectus contains an untrue statement of a
      material fact or omits to state a material fact required to be stated therein
      or


     

    
      
        
        

      

      
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    necessary
      in order to make statements therein not misleading (any period of suspension
      hereunder, a “Suspension
      Period”).
      If any
      Shelf Registration Statement ceases to be effective or usable for resales by
      Holders for any reason (other than by reason of any such Holder’s failure to
      provide a Questionnaire, in which case the provisions of Section 2(a)(ii) or
      2(a)(iii) hereof shall apply) at any time during the Effectiveness Period,
      the
      Company shall, subject to the proviso contained in the immediately preceding
      sentence, use its reasonable best efforts to promptly cause such Shelf
      Registration Statement to become effective under the Securities Act, and in
      any
      event shall, within ten Business Days of such cessation of effectiveness or
      usability, (i) file with the SEC one or more supplements to the Prospectus,
      post-effective amendments or reports under the Exchange Act in a manner
      reasonably expected to obtain the withdrawal of any order suspending the
      effectiveness of such Shelf Registration Statement, or (ii) file with the SEC
      an
      additional Shelf Registration Statement. If a post-effective amendment or an
      additional Shelf Registration Statement is filed, the Company shall use its
      reasonable best efforts to (A) cause such post-effective amendment or Shelf
      Registration Statement to become effective under the Securities Act as promptly
      as practicable after such filing, but in no event later than the applicable
      Effectiveness Deadline, and (B) keep such post-effective amendment or Shelf
      Registration Statement continuously effective until the end of the Effectiveness
      Period. 

     

    (v)  If
      the
      Shelf Registration Statement is not an Automatic Shelf Registration Statement,
      the Company shall not permit any securities other than (i) the Company’s
      issued and outstanding securities currently possessing incidental registration
      rights and (ii) the Registrable Securities to be included in the Shelf
      Registration. The Company will provide to each Holder named therein a reasonable
      number of copies of the Prospectus which is a part of the Shelf Registration
      Statement, notify each such Holder of the Effective Date and take such other
      actions as are required to permit unrestricted resales of the Registrable
      Securities by such Holder. The Company further agrees to supplement or amend
      the
      Shelf Registration Statement or supplement the Prospectus if and as required
      by
      the rules, regulations or instructions applicable to the registration form
      used
      by the Company for such Shelf Registration Statement or by the Securities Act
      or
      by any other rules and regulations thereunder for shelf registrations, and
      the
      Company agrees to furnish to the Holders of Registrable Securities copies of
      any
      such supplement or amendment promptly after its being used or filed with the
      SEC. 

     

    (b)  Listing.
      The
      Company shall use its reasonable best efforts to maintain the approval of the
      Common Shares for listing on the New York Stock Exchange. 

     

    (c)  Expenses.
      The
      Company shall pay all Registration Expenses in connection with any Shelf
      Registration Statement filed pursuant to Section 2(a) hereof (including the
      reasonable fees and disbursements of counsel for the Holders of the Registrable
      Securities in connection with the review of any Shelf Registration Statement,
      Prospectus or amendment or supplement thereto in accordance with the provisions
      of Section 3(a) hereof, which counsel shall be reasonably satisfactory to the
      Company). Except as provided herein, each Holder shall pay all expenses of
      its
      counsel, underwriting discounts and commissions and transfer taxes, if any,
      relating to the sale or disposition of such Holder’s Registrable Securities
      pursuant to the Shelf Registration Statement. 

     

    (d)  Effective
      Shelf Registration Statement. If,
      after
      the Effective Date the offering of Registrable Securities pursuant to a Shelf
      Registration Statement is interfered with by any stop 

     

    
      
        
        

      

      
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    order,
      injunction or other order or requirement of the SEC or any other governmental
      agency or court, such Shelf Registration Statement will be deemed not to have
      been effective during the period of such interference, until the offering of
      Registrable Securities pursuant to such Shelf Registration Statement may legally
      resume. The Company will be deemed not to have used its reasonable best efforts
      to cause a Shelf Registration Statement to become, or to remain, effective
      during the requisite period if it voluntarily takes any action that would result
      in any such Shelf Registration Statement not being declared effective or that
      would result in the Holders of Registrable Securities covered thereby not being
      able to offer and sell such Registrable Securities during that period, unless
      such action is required by applicable law. 

     

    (e)  Liquidated
      Damages. In
      the
      event that: 

     

    (i)  a
      Shelf
      Registration Statement is not filed with the SEC or designated as such by the
      Company on or prior to the Filing Deadline pursuant to Section 2(a)(i), then
      liquidated damages (“Liquidated
      Damages”)
      shall
      accrue on the principal amount of the Securities at a rate equal to 0.25% per
      annum for the first 90-day period from the day following such Filing Deadline,
      and thereafter at a rate per annum of 0.50% of the principal amount of the
      Securities;

     

    (ii)  (x)
      a
      Shelf Registration Statement is not declared effective by the SEC, or (y) if
      the
      Company shall have designated a previously filed and effective Automatic Shelf
      Registration Statement as the Shelf Registration Statement for purposes of
      this
      Agreement, the Company shall not have filed a supplement to the Prospectus
      to
      cover resales of the Registrable Securities by the Holders, in the case of
      either (x) or (y), on or prior to the Effectiveness Deadline pursuant to Section
      2(a)(i), then Liquidated Damages shall accrue on the principal amount of the
      Securities at a rate equal to 0.25% per annum for the first 90-day period from
      the day following such Effectiveness Deadline, and thereafter at a rate per
      annum of 0.50% of the principal amount of the Securities;

     

    (iii)  following
      the Effective Date, (A) the Company fails to make any filing required pursuant
      to Section 2(a)(iii) hereof prior to the Filing Deadline applicable thereto,
      or
      (B) in the event such filing is a post-effective amendment or additional Shelf
      Registration Statement, such post-effective amendment or Shelf Registration
      Statement fails to become effective on or prior to the Effectiveness Deadline
      applicable thereto, then Liquidated Damages shall accrue on the principal amount
      of the Securities at a rate equal to 0.25% per annum for the first 90-day period
      from the day following such Filing Deadline or Effectiveness Deadline, as
      applicable, and thereafter at a rate per annum of 0.50% of the principal amount
      of the Securities;

     

    (iv)  following
      the Effective Date, a Shelf Registration Statement ceases to be effective
      (without being succeeded immediately by an additional Shelf Registration
      Statement that is filed and immediately becomes effective) or usable for the
      offer and sale of the Registrable Securities, other than in connection with
      (A)
      a Suspension Period or (B) as a result of a requirement to file a post-effective
      amendment or supplement to the Prospectus to make changes to the information
      regarding selling securityholders or the plan of distribution provided for
      therein, and the Company does not cure the lapse of effectiveness or usability
      within ten Business Days (or, if a Suspension Period is then in effect, within
      ten Business Days following the expiration of such Suspension Period), then
      Liquidated Damages shall accrue on the principal 

     

    
      
        
        

      

      
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    amount
      of
      the Securities at a rate equal to 0.25% per annum for the first 90-day period
      from the day following such tenth Business Day, and thereafter at a rate per
      annum of 0.50% of the principal amount of the Securities; 

     

    (v)  any
      Suspension Period or Periods exceed 30 days in any three-month period or 90
      days
      in any 12-month period, then, commencing with the 31st day in such three-month
      period or the 91st day in such 12-month period, as the case may be, then
      Liquidated Damages shall accrue on the principal amount of the Securities at
      a
      rate equal to 0.25% per annum for the first 90-day period from the day following
      the 31st or 91st day, as the case may be, and thereafter at a rate per annum
      of
      0.50% of the principal amount of the Securities; or

     

    (vi)  if
      the
      Company fails to name as a selling securityholder any Holder that had complied
      timely with its obligations hereunder in a manner to entitle such Holder to
      be
      so named in (A) any Shelf Registration Statement at the time it first becomes
      effective or (B) any Prospectus at the later of time of filing thereof or the
      time the Shelf Registration Statement of which the Prospectus forms a part
      becomes effective, then Liquidated Damages will accrue on the principal amount
      of Securities held by such Holder at a rate equal to 0.25% per annum for the
      first 90-day period from the day following the effective date of such Shelf
      Registration Statement or the time of filing of such Prospectus, as the case
      may
      be, and thereafter at a rate per annum of 0.50% of the principal amount of
      the
      Securities held by such Holder; 

     

    provided,
      however, that in
      no event shall Liquidated Damages accrue at a rate per annum exceeding 0.50%
      of
      the principal amount of the Securities; and provided
      further
      that
      Liquidated Damages on the principal amount of the Securities as a result thereof
      shall cease to accrue: 

     

    (1)  upon
      the
      filing or designation of a Shelf Registration Statement (in the case of clause
      (i) above); 

     

    (2)  upon
      the
      Effective Date (in the case of clause (ii) above); 

     

    (3)  upon
      the
      filing of a supplement to the Prospectus (in the case of clause (iii)(A) above)
      or upon the Effective Date (in the case of clause (iii)(B) above); 

     

    (4)  upon
      such
      time as the Shelf Registration Statement which had ceased to remain effective
      or
      usable for resales again becomes effective and usable for resales (in the case
      of clause (iv) above); 

     

    (5)  upon
      such
      time as the Shelf Registration Statement which had ceased to remain effective
      or
      usable for resales again becomes effective and usable for resales (in the case
      of clause (v) above); or

     

    (6)  upon
      the
      time such Holder is permitted to sell its Registrable Securities pursuant to
      any
      Shelf Registration Statement and Prospectus in accordance with applicable law
      (in the case of clause (vi) above). 

     

    Any
      amounts of Liquidated Damages due pursuant to Section 2(e) will be payable
      in cash on the next succeeding interest
      payment date to Holders entitled to receive such Liquidated Damages on the
      relevant record dates for the payment of interest. 

     

    
      
        
        

      

      
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    Notwithstanding
      any provision in this Agreement, in no event shall Liquidated Damages accrue
      to
      holders of Common Shares issued upon conversion of Notes. If any Note ceases
      to
      be outstanding during any period for which Liquidated Damages are accruing,
      the
      Company will prorate the Liquidated Damages payable with respect to such
      Note.

     

    (f)  Specific
      Enforcement. Without
      limiting the remedies available to the Holders, the Company acknowledges that
      any failure by it to comply with its obligations under Section 2(a) hereof
      may result in material irreparable injury to the Holders for which there is
      no
      adequate remedy at law, that it would not be possible to measure damages for
      such injuries precisely and that, in the event of any such failure, any Holder
      may obtain such relief as may be required to specifically enforce the Company’s
      obligations under Section 2(a) hereof. 

     

    3.  Registration
      Procedures.
      In
      connection with the obligations of the Company with respect to the Shelf
      Registration Statement pursuant to Section 2(a) hereof, the Company shall
      use its best efforts to: 

     

    (a)  prepare
      and file with the SEC or designate a Shelf Registration Statement as prescribed
      by Section 2(a)(i) hereof within the relevant time period specified in
      Section 2(a)(i) hereof on the appropriate form under the Securities Act,
      which form shall (i) be selected by the Company, (ii) be available for the
      sale of the Registrable Securities by the selling Holders thereof, and
      (iii) comply as to form in all material respects with the requirements of
      the applicable form and include all financial statements required by the SEC
      to
      be filed therewith; the Company shall use its reasonable best efforts to cause
      such Shelf Registration Statement to become effective and remain effective
      and
      the Prospectus usable for resales in accordance with Section 2 hereof;
provided,
      however, that,
      before filing any Shelf Registration Statement or Prospectus or any amendments
      or supplements thereto, the Company shall furnish to and afford the Holders
      of
      the Registrable Securities covered by such Shelf Registration Statement, their
      counsel and the managing underwriters, if any, a reasonable opportunity to
      review copies of all such documents (including copies of any documents to be
      incorporated by reference therein and all exhibits thereto) proposed to be
      filed; and the Company shall not file any Shelf Registration Statement or
      Prospectus or any amendments or supplements thereto in respect of which the
      Holders must be afforded an opportunity to review prior to the filing of such
      document if the Majority Holders, their counsel or the managing underwriters,
      if
      any, shall reasonably object in a timely manner;

     

    (b)  prepare
      and file with the SEC such amendments and post-effective amendments to the
      Shelf
      Registration Statement as may be necessary to keep such Shelf Registration
      Statement effective for the Effectiveness Period, and cause each Prospectus
      to
      be supplemented, if so determined by the Company or requested by the SEC, by
      any
      required prospectus supplement and as so supplemented to be filed pursuant
      to
      Rule 424 (or any similar provisions then in force) under the Securities
      Act, and comply with the provisions of the Securities Act, the Exchange Act
      and
      the rules and regulations promulgated thereunder applicable to it with respect
      to the disposition of all securities covered by a Shelf Registration Statement
      during the Effectiveness Period in accordance with the intended method or
      methods of distribution by the selling Holders thereof described in this
      Agreement;

     

    
      
        
        

      

      
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    (c)  (i)
      furnish to each Holder of Registrable Securities included in the Shelf
      Registration Statement and to each underwriter of an underwritten offering
      of
      Registrable Securities, if any, 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 or underwriter
      may
      reasonably request, in order to facilitate the public sale or other disposition
      of the Registrable Securities and (ii) consent to the use of the Prospectus
      or any amendment or supplement thereto by each of the selling Holders of
      Registrable Securities included in the Shelf Registration Statement in
      connection with the offering and sale of the Registrable Securities covered
      by
      the Prospectus or any amendment or supplement thereto;

     

    (d)  register
      or qualify the Registrable Securities under all applicable state securities
      or
“blue sky” laws of such jurisdictions by the time the applicable Shelf
      Registration Statement has become effective under the Securities Act as any
      Holder of Registrable Securities covered by a Shelf Registration Statement
      and
      each underwriter of an underwritten offering of Registrable Securities shall
      reasonably request in writing in advance of such date of effectiveness, and
      do
      any and all other acts and things which may be reasonably necessary or advisable
      to enable such Holder and underwriter to consummate the disposition in each
      such
      jurisdiction of such Registrable Securities owned by such Holder; provided,
      however, that
      the
      Company shall not be required to (i) qualify as a foreign entity or as a
      dealer in securities in any jurisdiction where it would not otherwise be
      required to qualify but for this Section 3(d), (ii) file any general
      consent to service of process in any jurisdiction where it would not otherwise
      be subject to such service of process or (iii) subject itself to taxation
      in any such jurisdiction if it is not then so subject;

     

    (e)  promptly
      notify each Holder of Registrable Securities, its counsel and the managing
      underwriters, if any, and promptly confirm such notice in writing (i) when
      a Shelf Registration Statement has become effective and when any post-effective
      amendments thereto become effective, (ii) of any request by the SEC or any
      state securities authority for amendments and supplements to a Shelf
      Registration Statement or Prospectus or for additional information after the
      Shelf Registration Statement has become effective, (iii) of the issuance by
      the SEC or any state securities authority of any stop order suspending the
      effectiveness of a Shelf Registration Statement or the qualification of the
      Registrable Securities in any jurisdiction described in Section 3(d) hereof
      or the initiation of any proceedings for that purpose, (iv) if, between the
      Effective Date and the closing of any sale of Registrable Securities covered
      thereby, any of the representations and warranties of the Company contained
      in
      any purchase agreement, securities sales agreement or other similar agreement
      cease to be true and correct in all material respects, (v) of the happening
      of any event or the failure of any event to occur or the discovery of any facts,
      during the Effectiveness Period, which makes any statement made in a Shelf
      Registration Statement or the related Prospectus untrue in any material respect
      or which causes such Shelf Registration Statement or Prospectus to omit to
      state
      a material fact necessary in order to make the statements therein, in the light
      of the circumstances under which they were made, not misleading, and
      (vi) of the reasonable determination of the Company that a post-effective
      amendment to the Shelf Registration Statement would be appropriate;

     

    (f)  obtain
      the withdrawal of any order suspending the effectiveness of the Shelf
      Registration Statement at the earliest possible moment;

     

    
      
        
        

      

      
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    (g)  furnish
      to each Holder of Registrable Securities included within the coverage of a
      Shelf
      Registration Statement, without charge, at least one conformed copy of the
      Shelf
      Registration Statement relating to such Shelf Registration and any
      post-effective amendment thereto (without documents incorporated therein by
      reference or exhibits thereto, unless requested);

     

    (h)  cooperate
      with the selling Holders of Registrable Securities to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities
      to
      be sold and not bearing any restrictive legends and registered in such names
      as
      the selling Holders or the underwriters may reasonably request at least two
      Business Days prior to the closing of any sale of Registrable Securities
      pursuant to the Shelf Registration Statement;

     

    (i)  promptly
      after the occurrence of any event specified in Section 3(e)(ii), 3(e)(iii),
      3(e)(v) (subject to the respective grace periods set forth in Section 2(a)(iv))
      or 3(e)(vi) hereof, prepare a supplement or post-effective amendment to the
      Shelf Registration Statement or the related Prospectus or any document
      incorporated therein by reference or file any other required document so that,
      as thereafter delivered to the purchasers of the Registrable Securities, such
      Prospectus will not include any untrue statement of a material fact or omit
      to
      state a material fact necessary to make the statements therein, in the light
      of
      the circumstances under which they were made, not misleading; and the Company
      shall notify each Holder to suspend use of the Prospectus as promptly as
      practicable after the occurrence of such an event, and each Holder hereby agrees
      to suspend use of the Prospectus until the Company has amended or supplemented
      the Prospectus to correct such misstatement or omission;

     

    (j)  a
      reasonable time prior to the filing of any document which is to be incorporated
      by reference into a Shelf Registration Statement or a Prospectus after the
      initial filing of a Shelf Registration Statement, provide a reasonable number
      of
      copies of such document to the Holders and make such of the representatives
      of
      the Company as shall be reasonably requested by the Holders of Registrable
      Securities or any Initial Purchaser on behalf of such Holders available for
      discussion of such document;

     

    (k)  subject
      to Section 5 hereof, enter into such agreements (including underwriting
      agreements) as are customary in underwritten offerings and take all such other
      appropriate actions in connection therewith as are reasonably requested by
      the
      Holders collectively holding at least 25% in aggregate principal amount or
      number, as the context requires, of the Registrable Securities in order to
      expedite or facilitate the registration or the disposition of the Registrable
      Securities;

     

    (l)  whether
      or not an underwriting agreement is entered into and whether or not the
      registration is an underwritten registration, if requested by (x) any Initial
      Purchaser, in the case where such Initial Purchaser holds Securities acquired
      by
      it as part of its initial placement and (y) Holders collectively holding at
      least 25% in aggregate principal amount or number, as the context requires,
      of
      the Registrable Securities covered thereby: (i) make such representations
      and warranties to Holders of such Registrable Securities and the underwriters
      (if any), with respect to the business of the Company and its subsidiaries
      as
      then conducted and with respect to the Shelf Registration Statement, Prospectus
      and documents, if any, incorporated or deemed to be incorporated by reference
      therein, in each case, as are customarily made by issuers to 

     

    
      
        
        

      

      
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    underwriters
      in underwritten offerings, and confirm the same if and when requested;
      (ii) obtain opinions of counsel to the Company and updates thereof (which
      may be in the form of a reliance letter) in form and substance reasonably
      satisfactory to the managing underwriters (if any) and the Holders collectively
      holding a majority in aggregate principal amount or number, as the context
      requires, of the Registrable Securities being sold, addressed to each selling
      Holder and the underwriters (if any) covering the matters customarily covered
      in
      opinions requested in underwritten offerings and such other matters as may
      be
      reasonably requested by such underwriters (it being agreed that the matters
      to
      be covered by such opinion may be subject to customary qualifications and
      exceptions); (iii) obtain “cold comfort” letters and updates thereof in
      form and substance reasonably satisfactory to the managing underwriters from
      the
      independent certified public accountants of the Company (and, if necessary,
      any
      other independent certified public accountants of any business acquired by
      the
      Company for which financial statements and financial data are, or are required
      to be, included in the Registration Statement), addressed to each of the
      underwriters, such letters to be in customary form and covering matters of
      the
      type customarily covered in “cold comfort” letters in connection with
      underwritten offerings and such other matters as reasonably requested by such
      underwriters in accordance with Statement on Auditing Standards No. 72; and
      (iv) if an underwriting agreement is entered into, the same shall contain
      indemnification provisions and procedures no less favorable than those set
      forth
      in Section 4 hereof (or such other provisions and procedures acceptable to
      Holders collectively holding a majority in aggregate principal amount or number,
      as the context requires, of Registrable Securities covered by such Shelf
      Registration Statement and the managing underwriters) customary for such
      agreements with respect to all parties to be indemnified pursuant to said
      Section (including, without limitation, such underwriters and selling Holders);
      and in the case of an underwritten registration, the above requirements shall
      be
      satisfied at each closing under the related underwriting agreement or as and
      to
      the extent required thereunder;

     

    (m)  make
      reasonably available for inspection by any selling Holder of Registrable
      Securities who certifies to the Company that it has a current intention to
      sell
      Registrable Securities pursuant to the Shelf Registration, any underwriter
      participating in any such disposition of Registrable Securities, if any, and
      any
      attorney, accountant or other agent retained by any such selling Holder or
      underwriter (collectively, the “Inspectors”),
      at the
      offices where normally kept, during the Company’s normal business hours, all
      financial and other records, pertinent organizational and operational documents
      and properties of the Company and its subsidiaries (collectively, the
“Records”)
      as
      shall be reasonably necessary to enable them to exercise any applicable due
      diligence responsibilities, and cause the officers, trust managers and employees
      of the Company and its subsidiaries to supply all relevant information in each
      case reasonably requested by any such Inspector in connection with such Shelf
      Registration Statement; Records and information which the Company, in good
      faith, deems to be confidential and any Records and information which it
      notifies the Inspectors are confidential shall not be disclosed to any Inspector
      except where (i) the disclosure of such Records or information is necessary
      to avoid or correct a material misstatement or omission in such Shelf
      Registration Statement, (ii) the release of such Records or information is
      ordered pursuant to a subpoena or other order from a court of competent
      jurisdiction or is necessary in connection with any action, suit or proceeding
      or (iii) such Records or information previously has been made generally
      available to the public; each selling Holder of such Registrable Securities
      will
      be required to agree in writing that Records and information obtained by it
      as a
      result of such inspections shall 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    be
      deemed
      confidential and shall not be used by it as the basis for any market
      transactions in the securities of the Company unless and until such is made
      generally available to the public through no fault of an Inspector or a selling
      Holder; and each selling Holder of such Registrable Securities will be required
      to further agree in writing that it will, upon learning that disclosure of
      such
      Records or information is sought in a court of competent jurisdiction, or in
      connection with any action, suit or proceeding, give notice to the Company
      and
      allow the Company at its expense to undertake appropriate action to prevent
      disclosure of the Records and information deemed confidential;

     

    (n)  comply
      with all applicable rules and regulations of the SEC so long as any provision
      of
      this Agreement shall be applicable and make generally available to its
      securityholders earning statements satisfying the provisions of
      Section 11(a) of the Securities Act and Rule 158 thereunder (or any
      similar rule promulgated under the Securities Act) no later than 45 days
      after the end of any twelve-month period (or 90 days after the end of any
      twelve-month period if such period is a fiscal year) (i) commencing at the
      end of any fiscal quarter in which Registrable Securities are sold to
      underwriters in a firm commitment or best efforts underwritten offering and
      (ii) if not sold to underwriters in such an offering, commencing on the
      first day of the first fiscal quarter of the Company after the Effective Date,
      which statements shall cover said twelve-month periods, provided that the
      obligations under this Section 3(n) shall be satisfied by the timely filing
      of quarterly and annual reports on Forms 10-Q and 10-K under the Exchange
      Act;

     

    (o)  cooperate
      with each seller of Registrable Securities covered by a Shelf Registration
      Statement and each underwriter, if any, participating in the disposition of
      such
      Registrable Securities and its respective counsel in connection with any filings
      required to be made with the NASD;

     

    (p)  take
      all
      other steps necessary to effect the registration of the Registrable Securities
      covered by a Shelf Registration Statement contemplated hereby; and

     

    (q)  the
      Company may require each seller of Registrable Securities as to which any
      registration is being effected to furnish to it such information regarding
      such
      seller as may be required by the staff of the SEC to be included in a Shelf
      Registration Statement; the Company may exclude from such registration the
      Registrable Securities of any seller who unreasonably fails to furnish such
      information within a reasonable time after receiving such request; and the
      Company shall have no obligation to register under the Securities Act the
      Registrable Securities of a seller who so fails to furnish such
      information.

     

    Each
      Holder agrees that, upon receipt of any notice from the Company of the
      occurrence of any event specified in Section 3(e)(ii), 3(e)(iii), 3(e)(v) or
      3(e)(vi) hereof, such Holder will forthwith discontinue disposition of
      Registrable Securities pursuant to a Shelf Registration Statement until such
      Holder’s receipt of the copies of the supplemented or amended Prospectus
      contemplated by Section 3(i) hereof or until it is advised in writing (the
“Advice”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and, if so
      directed by the Company, such Holder will deliver to the Company (at its
      expense) all copies in such Holder’s 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. If the
      

     

    
      
        
        

      

      
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    Company
      shall give any such notice to suspend the disposition of Registrable Securities
      pursuant to a Shelf Registration Statement, the Company shall use its reasonable
      best efforts to file and have declared effective (if an amendment) as soon
      as
      practicable after the resolution of the related matters an amendment or
      supplement to the Shelf Registration Statement and related Prospectus.


     

    4.  Indemnification
      and Contribution.
      (a)
      The
      Company hereby agrees to indemnify and hold harmless the Initial Purchasers,
      each Holder, each underwriter who participates in an offering of the Registrable
      Securities, each Person, if any, who controls any of such parties within the
      meaning of Section 15 of the Securities Act and Section 20 of the
      Exchange Act and each of their directors, officers, employees and agents, as
      follows: 

     

    (i)  against
      any and all loss, liability, claim, damage and expense whatsoever, as incurred,
      arising out of any untrue statement or alleged untrue statement of a material
      fact contained in a Shelf Registration Statement (or any amendment thereto)
      or
      the Prospectus (or any amendment or supplement thereto) or the omission or
      alleged omission therefrom of a material fact required to be stated therein,
      in
      the light of the circumstances under which they were made, not
      misleading;

     

    (ii)  against
      any and all loss, liability, claim, damage and expense whatsoever, as incurred,
      to the extent of the aggregate amount paid in settlement of any litigation,
      or
      any investigation or proceeding by any governmental agency or body, commenced
      or
      threatened, or of any claim whatsoever based upon any such untrue statement
      or
      omission, or any such alleged untrue statement or omission, provided that
      (subject to Section 4(d) hereof) such settlement is effected with the prior
      written consent of the Company; and

     

    (iii)  against
      any and all expenses whatsoever, as incurred (including the reasonable fees
      and
      disbursements of counsel chosen by the Initial Purchasers or such Holder),
      reasonably incurred in investigating, preparing or defending against any
      litigation, or any investigation or proceeding by any governmental agency or
      body, commenced or threatened, or any claim whatsoever based upon any such
      untrue statement or omission, or any such alleged untrue statement or omission,
      to the extent that any such expense is not paid under subparagraph (i) or
      (ii) of this Section 4(a);

     

    provided,
      however, that
      this
      indemnity does not apply to any loss, liability, claim, damage or expense to
      the
      extent arising out of an untrue statement or omission or alleged untrue
      statement or omission made in reliance upon and in conformity with written
      information furnished in writing to the Company by any Initial Purchaser through
      the Representative or such Holder or underwriter for use in the Shelf
      Registration Statement (or any amendment thereto) or any Prospectus (or any
      amendment or supplement thereto). 

     

    (b)  Each
      Initial Purchaser and each Holder or underwriter agrees, severally and not
      jointly, to indemnify and hold harmless the Company, its trust managers and
      officers (including each officer of the Company who signed the Shelf
      Registration Statement), and each Person, if any, who controls the Company
      within the meaning of Section 15 of the Securities Act or Section 20
      of the Exchange Act against any and all loss, liability, claim, damage and
      expense whatsoever described in the indemnity contained in Section 4(a)
      hereof, as incurred, but only 

     

    
      
        
        

      

      
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    with
      respect to untrue statements or omissions, or alleged untrue statements or
      omissions, made in the Shelf Registration Statement (or any amendment thereto)
      or the Prospectus (or any amendment or supplement thereto) in reliance upon
      and
      in conformity with written information furnished to the Company by such Holder
      expressly for use in such Shelf Registration Statement (or any amendment
      thereto) or such Prospectus (or any amendment or supplement thereto);
provided,
      however,
      that no
      Holder shall be liable for any claims hereunder in excess of the amount of
      net
      proceeds received by such Holder from the sale of Registrable Securities.


     

    (c)  Each
      indemnified party shall give notice as promptly as reasonably practicable to
      each indemnifying party of any action commenced against it in respect of which
      indemnity may be sought hereunder, but failure to so notify an indemnifying
      party shall not relieve such indemnifying party from any liability which it
      may
      have under this Section 4 to the extent that it is not materially
      prejudiced by such failure as a result thereof, and in any event shall not
      relieve it from liability which it may have otherwise on account of this
      indemnity agreement. In the case of parties indemnified pursuant to Section
      4(a)
      or (b) above, counsel to the indemnified parties shall be selected by such
      parties. An indemnifying party may participate at its own expense in the defense
      of such action; provided, however, that counsel to the indemnifying party shall
      not (except with the consent of the indemnified party) also be counsel to the
      indemnified party. In no event shall the indemnifying parties be liable for
      the
      fees and expenses of more than one counsel (in addition to local counsel),
      separate from their own counsel, for all indemnified parties in connection
      with
      any one action or separate but similar or related actions in the same
      jurisdiction arising out of the same general allegations or circumstances.
      No
      indemnifying party shall, without the prior written consent of the indemnified
      parties, settle or compromise or consent to the entry of any judgment with
      respect to any litigation, or any investigation or proceeding by any
      governmental agency or body, commenced or threatened, or any claim whatsoever
      in
      respect of which indemnification or contribution could be sought under this
      Section 4 (whether or not the indemnified parties are actual or potential
      parties thereto), unless such settlement, compromise or consent
      (i) includes an unconditional written release of each indemnified party
      from all liability arising out of such litigation, investigation, proceeding
      or
      claim 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
      at any
      time an indemnified party shall have validly requested an indemnifying party
      to
      reimburse the indemnified party for fees and expenses of counsel, such
      indemnifying party agrees that it shall be liable for any settlement of the
      nature contemplated by Section 4(a)(ii) effected without its written
      consent if (i) such settlement is entered into more than 45 days after
      receipt by such indemnifying party of the aforesaid request, (ii) such
      indemnifying party shall have received notice of the terms of such settlement
      at
      least 30 days prior to such settlement being entered into and
      (iii) such indemnifying party shall not have reimbursed such indemnified
      party in accordance with such request prior to the date of such settlement.
      

     

    (e)  In
      order
      to provide for just and equitable contribution in circumstances in which the
      indemnity agreement set forth in this Section 4 is for any reason held to
      be unenforceable by an indemnified party although applicable in accordance
      with
      its terms, the Company, on the one hand, and the Holders, on the other hand,
      shall contribute to the aggregate losses, liabilities, claims, damages and
      expenses of the nature contemplated by such indemnity agreement incurred


     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    by
      the
      Company and the Holders, as incurred; provided,
      however, that
      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
      that was not guilty of such fraudulent misrepresentation. As between the
      Company, on the one hand, and the Holders, on the other hand, such parties
      shall
      contribute to such aggregate losses, liabilities, claims, damages and expenses
      of the nature contemplated by such indemnity agreement in such proportion as
      shall be appropriate to reflect the relative fault of the Company, on the one
      hand, and the Holders, on the other hand, with respect to the statements or
      omissions which resulted in such loss, liability, claim, damage or expense,
      or
      action in respect thereof, as well as any other relevant equitable
      considerations. The relative fault of the Company, on the one hand, and of
      the
      Holders, on the other hand, 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 by or on behalf of the Holders,
      on
      the other, and the parties’ relative intent, knowledge, access to information
      and opportunity to correct or prevent such statement or omission. The Company
      and the Holders of the Registrable Securities agree that it would not be just
      and equitable if contribution pursuant to this Section 4 were to be
      determined by pro rata allocation or by any other method of allocation that
      does
      not take into account the relevant equitable considerations. For purposes of
      this Section 4, each Affiliate of a Holder, and each director, officer and
      employee and Person, if any, who controls a Holder or such Affiliate within
      the
      meaning of Section 15 of the Securities Act shall have the same rights to
      contribution as such Holder, and each trust manager and officer of the Company
      and each Person, if any, who controls the Company within the meaning of
      Section 15 of the Securities Act or Section 20 of the Exchange Act
      shall have the same rights to contribution as the Company. 

     

    5.  Underwritten
      Registration; Participation Therein.
      In no
      event will the method of distribution of the Registrable Securities take the
      form of an underwritten offering without the prior written consent of the
      Company. No Holder may participate in an underwritten registration hereunder
      unless such Holder (a) agrees to sell such Holder’s Registrable Securities on
      the basis provided in the 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 reasonably required
      under the terms of such underwriting arrangements. 

     

    (a)  Selection
      of Underwriters. The
      Holders of Registrable Securities covered by the Shelf Registration Statement
      who desire to do so may sell the Securities covered by such Shelf Registration
      in an underwritten offering, subject to the provisions of Sections 3(l) and
      5 hereof. In any such underwritten offering, the underwriter or underwriters
      and
      manager or managers that will administer the offering will be selected by the
      Holders of a majority in aggregate principal amount or number, as the context
      requires, of the Registrable Securities included in such offering; 
provided,
      however, that
      such
      underwriters and managers must be reasonably satisfactory to the Company.


     

    6.  Miscellaneous.
      

     

    (a)  Rule 144
      and Rule 144A. For
      so
      long as it is subject to the reporting requirements of Section 13 or 15 of
      the Exchange Act and any Registrable Securities remain outstanding, the


     

    
      
        
        

      

      
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    Company
      will file the reports required to be filed by it under the Securities Act and
      Section 13(a) or 15(d) of the Exchange Act and the rules and regulations
      adopted by the SEC thereunder; provided,
      however,
      that if
      the Company ceases to be so required to file such reports, it will, upon the
      request of any Holder of Registrable Securities (a) make publicly available
      such
      information as is necessary to permit sales of its securities pursuant to
      Rule 144 under the Securities Act, (b) deliver such information to a
      prospective purchaser as is necessary to permit sales of its securities pursuant
      to Rule 144A under the Securities Act, and (c) take such further
      action that is reasonable in the circumstances, in each case, to the extent
      required from time to time to enable such Holder to sell its Registrable
      Securities without registration under the Securities Act within the limitation
      of the exemptions provided by (i) Rule 144 under the Securities Act,
      as such rule may be amended from time to time, (ii) Rule 144A under
      the Securities Act, as such rule may be amended from time to time, or
      (iii) any similar rules or regulations hereafter adopted by the SEC. Upon
      the request of any Holder of Registrable Securities, the Company will deliver
      to
      such Holder a written statement as to whether it has complied with such
      requirements. 

     

    (b)  No
      Inconsistent Agreements. The
      Company has not entered into, and will not enter into, any agreement which
      is
      inconsistent with the rights granted to the Holders of Registrable Securities
      in
      this Agreement or otherwise conflicts with the provisions hereof. The rights
      granted to the Holders hereunder do not in any way conflict with and are not
      inconsistent with the rights granted to the holders of the Company’s other
      issued and outstanding securities under any such agreements. 

     

    (c)  Amendments
      and Waivers. The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the Company has obtained the
      written consent of the Holders holding at least a majority of the aggregate
      principal amount of the Registrable Securities outstanding and affected by
      such
      amendment, modification, supplement, waiver or departure; provided
      that
      no
      amendment, modification or supplement or waiver or consent to the departure
      with
      respect to the provisions of Section 4 hereof shall be effective as against
      any Holder of Registrable Securities unless consented to in writing by such
      Holder of Registrable Securities. Notwithstanding the foregoing sentence,
      (i) this Agreement may be amended, without the consent of any Holder of
      Registrable Securities, by written agreement signed by the Company and the
      Initial Purchasers, to cure any ambiguity, correct or supplement any provision
      of this Agreement that may be inconsistent with any other provision of this
      Agreement or to make any other provisions with respect to matters or questions
      arising under this Agreement which shall not be inconsistent with other
      provisions of this Agreement, (ii) this Agreement may be amended, modified
      or
      supplemented, and waivers and consents to departures from the provisions hereof
      may be given, by written agreement signed by the Company and the Initial
      Purchasers to the extent that any such amendment, modification, supplement,
      waiver or consent is, in their reasonable judgment, necessary or appropriate
      to
      comply with applicable law (including any interpretation of the Staff of the
      SEC) or any change therein and (iii) to the extent any provision of this
      Agreement relates to the Initial Purchasers, such provision may be amended,
      modified or supplemented, and waivers or consents to departures from such
      provisions may be given, by written agreement signed by the Initial Purchasers
      and the Company. 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (d)  Notices.
      All
      notices and other communications provided for or permitted hereunder shall
      be
      made in writing by hand-delivery, registered first-class mail, telex,
      telecopier, or any courier guaranteeing overnight delivery (i) if to a
      Holder, at the most current address given by such Holder to the Company by
      means
      of a notice given in accordance with the provisions of this Section 6(d),
      which address initially is, with respect to the Initial Purchasers, the
      addresses of the Representative set forth in the Purchase Agreement; and
      (ii) if to the Company, initially at the Company’s address set forth in the
      Purchase Agreement and thereafter at such other address, notice of which is
      given in accordance with the provisions of this Section 6(d). 

     

    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 is acknowledged, if telecopied; and on the next Business
      Day, if timely delivered to an air courier guaranteeing overnight delivery.
      

     

    (e)  Successors
      and Assigns. This
      Agreement shall inure to the benefit of and be binding upon the successors,
      assigns and transferees of the Initial Purchasers, including, without limitation
      and without the need for an express assignment, subsequent Holders; 
provided,
      however, that
      nothing herein shall be deemed to permit any assignment, transfer or other
      disposition of Registrable Securities in violation of the terms of the Purchase
      Agreement, the Indenture relating to the Notes or amended declaration of trust
      of the Company. If any transferee of any Holder shall acquire Registrable
      Securities, in any manner, whether by operation of law or otherwise, such
      Registrable Securities shall be held subject to all of the terms of this
      Agreement, and by taking and holding such Registrable Securities, such Person
      shall be conclusively deemed to have agreed to be bound by and to perform all
      of
      the terms and provisions of this Agreement and such Person shall be entitled
      to
      receive the benefits hereof. 

     

    (f)  Third
      Party Beneficiaries. Each
      Holder shall be a third party beneficiary of the agreements made hereunder
      between the Company and the Initial Purchasers, and each Initial Purchaser
      shall
      have the right to enforce such agreements directly to the extent it deems such
      enforcement necessary or advisable to protect its rights or the rights of
      Holders hereunder. 

     

    (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. 

     

    (i)  GOVERNING
      LAW. THIS
      AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF NEW YORK. THE
      VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS
      SET
      FORTH HEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      OF
      THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO
      CONFLICTS OF LAWS. EACH OF THE PARTIES HERETO AGREES TO 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    SUBMIT
      TO
      THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY SUIT,
      ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF
      THE
      MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL
      JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUIT,
      ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. EACH OF
      THE
      PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY
      DO
      SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
      THE
      LAYING OF VENUE OF SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
      AND
      ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
      HAS
      BEEN BROUGHT IN AN INCONVENIENT FORUM. 

     

    (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)  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
      any Affiliates shall not be counted in determining whether such consent or
      approval was given by the Holders of such required percentage. 

     

    [Signature
      Page Follows]


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


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

     

    Very
      truly yours,

     

    
      	
              WEINGARTEN
                REALTY INVESTORS

            
	 	 
	 	 
	
              By:

            	
              /s/
                Stephen C. Richter

            
	 	
              Stephen
                C. Richter

            
	 	
              Executive
                Vice President and Chief Financial
                Officer

            


    

    


    


    
      	
              CONFIRMED
                AND ACCEPTED, as of the date first above written: 

            
	 
	
              CITIGROUP
                GLOBAL MARKETS INC. 

            
	 	 	 
	 	 	 
	
              By:

            	
              /s/
                Paul Ingrassia

            	 
	 	
              Paul
                Ingrassia

            	 
	 	
              Managing
                Director

            	 
	
               

            	
              For
                itself and as Representative of the Initial Purchasers named in Schedule
                A
                to the Purchase Agreement

            	
               

            


    

    
 

     

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