Exhibit 10.16  


MTR GAMING GROUP, INC.  


$130,000,000 93/4% Senior Notes due 2010  


REGISTRATION RIGHTS AGREEMENT  


March 25, 2003 


JEFFERIES &
COMPANY, INC.

WELLS FARGO SECURITIES, LLC

c/o Jefferies & Company, Inc.

11100 Santa Monica Boulevard, 10th Floor

Los Angeles, California 90025 


Ladies
and Gentlemen: 


        MTR
Gaming Group, Inc., a Delaware corporation (the "Company"), is issuing and selling to Jefferies & Company, Inc.
and Wells Fargo Securities, LLC (the "Initial Purchasers"), upon the terms set forth in a purchase agreement, dated as of March 19, 2003 (the
"Purchase Agreement"), $130,000,000 aggregate principal amount at maturity of the Company's 93/4% Senior Notes due 2010, Series A,
including the Guarantees (as defined below) endorsed thereon (the "Notes"). As an inducement to the Initial Purchasers to enter into the Purchase
Agreement, the Company and each of the guarantors (the "Guarantors") signatory to the Purchase Agreement jointly and severally agrees
with the Initial Purchasers, for the benefit of the holders of the Securities (as defined below) (including, without limitation, the Initial Purchasers), as follows: 


1.  Definitions.


        Capitalized
terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the
following meanings: 


        Advice:    See the last paragraph of Section 6. 



        Agreement:    This Registration Rights Agreement. 


        Applicable Period:    See Section 2(f). 


        Business Day:    Any day, other than a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a
place of payment are authorized or obligated by law, regulation or executive order to be closed. 



        Closing Date:    March 25, 2003. 


        controlling person:    See Section 8(a). 


        DTC:    See Section 6(i). 


        Effectiveness Date:    The 135th day following the Closing Date. 



        Effectiveness Period:    See Section 3(a). 


        Event:    See Section 4(a). 


        Event Date:    See Section 4(a). 


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


        Exchange Offer:    See Section 2(a). 


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





 



        Exchange Securities:    The 93/4% Senior Notes due 2010, Series B, of the Company, including the
guarantees endorsed or to be endorsed thereon, identical in all respects to the Notes and the Guarantees, except for references to series and restrictive legends. 


        Filing Date:    The 60th day following the Closing Date. 


        Guarantees:    The full and unconditional guarantee, on a senior basis by the Guarantors, as to payment of principal, interest,
premium, if any, and the Weekly Liquidated Damages Amount, if any, with respect to the Notes. 


        Holder:    Each holder of Registrable Securities. 



        Holder Indemnified Parties:    See Section 8(a). 


        indemnified party:    See Section 8(c). 


        indemnifying parties:    See Section 8(c). 


        Indenture:    The Indenture, dated as of the date hereof, by and among the Company, the Guarantors and Wells Fargo Bank
Minnesota, National Association, as trustee, pursuant to which the Notes are being issued, as amended or supplemented from time to time, in accordance with the terms thereof. 


        Initial Shelf Registration:    See Section 3(a). 


        Losses:    See Section 8(a). 


        Maximum Contribution Amount:    See Section 8(d). 



        NASD:    The National Association of Securities Dealers, Inc. 


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


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



        Private Exchange:    See Section 2(g). 


        Private Exchange Securities:    See Section 2(g). 


        Prospectus:    The prospectus included in a Registration Statement at the time that such Registration Statement is declared
effective (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon
Rule 430A under the Securities Act), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Securities covered by such
Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. 


        Registrable Securities:    Any of the Notes, the Private Exchange Securities and the Exchange Securities received in the
Exchange Offer that may not be sold without restriction under federal or state securities law. 



        Registration Statement:    Any registration statement of the Company that covers any of the Securities and that is filed
pursuant to the provisions of this Agreement, including the Prospectus included therein, all amendments and supplements to such registration statement and Prospectus 


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(including post-effective amendments), all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference therein. 



        Rule 144:    Rule 144 under the Securities Act, as such rule may be amended from time to time, or any similar rule
(other than Rule 144A) or regulation hereafter adopted by the SEC. 


        Rule 144A:    Rule 144A under the Securities Act, as such rule may be amended from time to time, or any similar
rule (other than Rule 144) or regulation hereafter adopted by the SEC. 



        Rule 415:    Rule 415 under the Securities Act, as such rule may be amended from time to time, or any similar rule
or regulation hereafter adopted by the SEC. 


        SEC:    The Securities and Exchange Commission. 


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



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


        Shelf Effectiveness Date:    With respect to a Shelf Registration, the 60th day after the filing of such Shelf
Registration. 


        Shelf Filing Date:    With respect to a Shelf Registration, the 30th day following (i) in the case of an
Initial Shelf Registration, delivery of the Shelf Notice triggering the obligation to file such Initial Shelf Registration, and (ii) in the case of a Subsequent Shelf Registration, the
cessation of effectiveness of the prior Shelf Registration. 


        Shelf Notice:    See Section 2(i). 


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


        Special Counsel:    Counsel chosen by the holders of a majority in aggregate principal amount of Securities. 



        Subsequent Shelf Registration:    See Section 3(b). 


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


        Trustee:    The trustee under the Indenture and, if any, the trustee under any indenture governing the Exchange Securities or
the Private Exchange Securities. 



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


        Weekly Liquidated Damages Amount:    With respect to any Event, an amount per week per $1,000 principal amount of Registrable
Securities equal to $0.05 for the first 90-day period immediately following the applicable Event Date, increasing by an additional $0.05 per week per $1,000 principal amount of Registrable
Securities with respect to each subsequent 90-day period, up to a maximum amount of $0.25 per week per $1,000 principal amount of Registrable Securities. 


2.  Exchange Offer.


        (a)  The
Company and the Guarantors shall: 



          (i)  prepare
and file with the SEC promptly after the date hereof, but in no event later than the Filing Date, a registration statement (the
"Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer (the
"Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Notes, a like aggregate principal amount of Exchange
Securities; 



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        (ii)  use
their respective reasonable best efforts to cause the Exchange Offer Registration Statement to become effective as promptly as practicable after the filing thereof,
but in no event later than the Effectiveness Date; 


        (iii)  use
their respective reasonable best efforts to keep the Exchange Offer Registration Statement effective until the consummation of the Exchange Offer pursuant to its
terms; and 


        (iv)  unless
the Exchange Offer would not be permitted by a policy of the SEC, commence the Exchange Offer and use their respective reasonable best efforts to, on or prior to
30 days after the Exchange Offer Registration Statement is declared effective, consummate the Exchange Offer and issue Exchange Securities in exchange for all Notes tendered prior thereto in
the Exchange Offer. 




The
Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the staff of the SEC. 


        (b)  The
Exchange Securities shall be issued under, and entitled to the benefits of, the Indenture or a trust indenture that is identical to the Indenture (other than such
changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA). 


        (c)  In
connection with the Exchange Offer, the Company and the Guarantors shall: 



          (i)  mail
to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal that is an
exhibit to the Exchange Offer Registration Statement, and any related documents; 


        (ii)  keep
the Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law); 


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



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


        (v)  otherwise
comply with all laws applicable to the Exchange Offer. 




        (d)  As
soon as practicable after the close of the Exchange Offer, the Company and the Guarantors shall: 



          (i)  accept
for exchange all Notes validly tendered and not validly withdrawn pursuant to the Exchange Offer; 


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


        (iii)  cause
the Trustee promptly to authenticate and deliver to each Holder of Notes, Exchange Securities equal in aggregate principal amount to the Notes of such Holder so
accepted for exchange. 




        (e)  Interest
on each Exchange Security and each Private Exchange Security will accrue from the last interest payment date on which interest was paid on the Notes surrendered
in exchange therefor or, if no interest has been paid on the Notes, from the date of original issue of the Notes. Each Exchange Security and each Private Exchange Security shall bear interest at the
rate set forth thereon; provided, that interest with respect to the period prior to the issuance thereof shall accrue at the rate or rates borne by the
Notes surrendered in exchange therefor from time to time during such period. 


        (f)    The
Company and the Guarantors shall include within the Prospectus contained in the Exchange Offer Registration Statement a section entitled "Plan of Distribution,"
containing a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential "underwriter" status of any broker-dealer that is the beneficial owner (as
defined in Rule 13d-3 under 


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the Exchange Act) of Exchange Securities received by such broker-dealer in the Exchange Offer (a "Participating Broker-Dealer"). Such "Plan of
Distribution" section shall also allow the use of the Prospectus by all Persons subject to the prospectus delivery requirements of the Securities Act, including (without limitation) all Participating
Brokers-Dealers, and include a statement describing the means by which Participating Broker-Dealers may resell the Exchange Securities. The Company and the Guarantors shall use their respective
reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective and to amend and supplement the Prospectus to be lawfully delivered by all Persons subject to the
prospectus delivery requirement of the Securities Act for the shorter of: (i) such period of time as such Persons must comply with such requirements in order to resell the Exchange Securities
and (ii) the period ending when all Registrable Securities covered by the Exchange Offer Registration Statement have been sold pursuant thereto (the "Applicable
Period"). 


        (g)  If,
prior to consummation of the Exchange Offer, any Initial Purchaser holds any Notes acquired by it and having the status as an unsold allotment in the initial
distribution of the Notes, the Company and the Guarantors shall, upon the request of such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue
(pursuant to the same indenture as the Exchange Securities and subject to transfer restrictions thereon) and deliver to the Initial Purchaser, in exchange for the Notes held by such Initial Purchaser
(the "Private Exchange"), a like principal amount of debt securities of the Company, including guarantees endorsed thereon, that are identical to the
Exchange Securities (the "Private Exchange Securities"). The Private Exchange Securities shall bear the same CUSIP number as the Exchange Securities. 


        (h)  The
Company may require each Holder participating in the Exchange Offer to represent to the Company and the Guarantors that, at the time of the consummation of the
Exchange Offer: (i) any Exchange Securities received by such Holder in the Exchange Offer will be acquired in the ordinary course of its business; (ii) such Holder will have no
arrangement or understanding with any Person to participate in the distribution of the Exchange Securities within the meaning of the Securities Act or resale of the Exchange Securities in violation of
the Securities Act; (iii) if such Holder is not a broker-dealer, that it is not engaged in and does not intend to engage in, the distribution of the Exchange Securities; (iv) if such
Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, that it will
deliver a prospectus, as required by law, in connection with any resale of such Exchange Securities; and (v) if such Holder is an affiliate of the Company, that it will comply with the
registration and prospectus delivery requirements of the Securities Act applicable to it. 


        (i)    If:
(i) prior to the consummation of the Exchange Offer, the Company or the Holders of a majority in aggregate principal amount of Registrable Securities
determines in its or their reasonable judgment that (A) the Exchange Securities would not, upon receipt, be tradeable by the Holders thereof without restriction under the Securities Act and the
Exchange Act and without material restrictions under applicable Blue Sky or state securities laws or (B) the interests of the Holders under this Agreement, taken as a whole, would be materially
adversely affected by the consummation of the Exchange Offer;
(ii) applicable interpretations of the staff of the SEC would not permit the consummation of the Exchange Offer prior to the Effectiveness Date; (iii) subsequent to the consummation of
the Private Exchange, any Holder of Private Exchange Securities so requests; (iv) the Exchange Offer is not consummated within 165 days of the Closing Date for any reason; or
(v) in the case of (A) any Holder prohibited by law or SEC policy from participating in the Exchange Offer, (B) any Holder participating in the Exchange Offer that receives
Exchange Securities that may not be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the Company within the
meaning of the Securities Act) or (C) any broker-dealer that holds Notes acquired directly from the Company or any of their respective affiliates and, in each such case contemplated by this
clause (v), such Holder notifies the Company within 20 Business Days (provided that if a Holder has delivered a notice within such time period, any other Holder meeting the requirements set
forth in clause (v)(A), (B) or (C) may thereafter submit a notice 


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up to and including the date that is 20 Business Days following the Shelf Filing Date) of consummation of the Exchange Offer, then the Company shall promptly (and in any event within five Business
Days) deliver to the Holders (or in the case of an occurrence of any event described in clause (v) of this Section 2(i), to any such Holder) and the Trustee notice thereof (the
"Shelf Notice") and shall as promptly as possible thereafter (but in no event later than the Shelf Filing Date) file an Initial Shelf Registration
pursuant to Section 3; provided, that no Holder (other than the Initial Purchasers) shall be entitled to have Securities held by it covered by
such Shelf Registration unless such Holder agrees to be bound by all of the provisions of this Agreement applicable to such Holder. 


3.
Shelf Registration.


        If
a Shelf Notice is required to be delivered pursuant to clause (i), (ii), (iii) or (iv) of Section 2(i), then this Section 3 shall apply to all
Registrable Securities. Otherwise, upon consummation of the Exchange Offer in accordance with Section 2, the provisions of this Section 3 shall apply solely with respect to
(i) Notes held by any Holder thereof not permitted to participate in the Exchange Offer, (ii) Notes held by any broker-dealer that acquired such Notes directly from the Company or any of
their respective affiliates, and (iii) Exchange Securities that are not freely tradeable, in each case, as contemplated by clause (v) of Section 2(i). 


        (a)  Initial Shelf Registration. The Company and the Guarantors shall prepare and file with the SEC a Registration Statement
for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "Initial Shelf
Registration") subject to the Company's right pursuant to Section 3(c) to exclude the Registrable Securities of Holders that have not provided the information required
to be furnished by such Holders pursuant to Section 3(c) hereof. The Company and the Guarantors shall file with the SEC the Initial Shelf Registration as promptly as possible following the
occurrence of the event described in Section 2(i) which triggered such filing obligation, but in no event later than the Shelf Filing Date. The Initial Shelf Registration shall be on
Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in the manner or manners designated by them (including,
without limitation, one or more underwritten offerings). The Company and the Guarantors (i) shall not permit any securities other than the Registrable Securities to be included in any Shelf
Registration, and (ii) shall use their respective best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the
filing thereof (but in no event later than the Shelf Effectiveness Date)
and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that is 24 months after the date it is declared effective (subject to extension
pursuant to the last paragraph of Section 6) (the "Effectiveness Period"), or such shorter period ending when (i) all Registrable
Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration, (ii) a Subsequent Shelf Registration covering
all of the Registrable Securities has been declared effective under the Securities Act, (iii) such Registrable Securities are eligible for resale pursuant to Rule 144(k) under the
Securities Act or (iv) there ceases to be any outstanding Registrable Securities. 


        (b)  Subsequent Shelf Registrations. If any Shelf Registration ceases to be effective for any reason at any time during the
Effectiveness Period (other than because of the sale of all of the Registrable Securities registered thereunder), the Company and the Guarantors shall use their respective reasonable best efforts to
obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days of such cessation of effectiveness file an amendment to the Shelf
Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional "shelf" Registration Statement pursuant to
Rule 415 covering all of the Registrable Securities (a "Subsequent Shelf Registration"). If a Subsequent Shelf Registration is filed, the Company
and the Guarantors shall use their respective reasonable best efforts to cause the Subsequent Shelf Registration to be declared effective as promptly as practicable after such filing and to keep such
Subsequent Shelf Registration continuously effective for a period 


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equal to the number of days in the Effectiveness Period less the aggregate number of days during which the Initial Shelf Registration, and any previously filed Subsequent Shelf Registration, was
previously effective. 


        (c)  Provision of Information. The Company and the Guarantors may exclude from any Shelf Registration the Registrable
Securities of any Holder who, without a reasonable basis, fails to furnish to the Company in writing, within 20 days after receipt of a written request therefor, the information specified in
Item 507 or 508, as applicable, of Regulation S-K under the Securities Act for use in connection with any Shelf Registration or Prospectus or preliminary prospectus included
therein. No such Holder shall be entitled to liquidated damages pursuant to Section 4 unless and until such Holder shall have provided such information. Each Holder whose Registrable Securities
are to be included in a Shelf Registration Statement agrees to promptly furnish to the Company all additional information required to be disclosed in order to make the information previously furnished
to the Company by such Holder not materially misleading. 


4.
Liquidated Damages.


        (a)  The
Company and the Guarantors acknowledge and agree that the Holders will suffer damages, and that it would not be feasible to ascertain the extent of such damages with
precision, if the Company and the Guarantors fail to fulfill their respective obligations hereunder. Accordingly, in the event of
such failure, the Company and the Guarantors jointly and severally agree to pay liquidated damages to each Holder under the circumstances and to the extent set forth below: 



          (i)  if
the Exchange Offer Registration Statement has not been filed with the SEC on or prior to the Filing Date; 


        (ii)  if
the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the Effectiveness Date; or 



        (iii)  if
the Company and the Guarantors have not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer within
30 days after the date on which the Exchange Offer Registration Statement is declared effective by the SEC; 


        (iv)  if
obligated to file an Initial Shelf Registration and the Company and the Guarantors fail to file such Initial Shelf Registration with the SEC on or prior to Shelf
Filing Date; 


        (v)  if
an Initial Shelf Registration is filed and such Initial Shelf Registration is not declared effective on or prior to the Shelf Effectiveness Date; or 



        (vi)  if
a Shelf Registration is filed and declared effective by the SEC but thereafter ceases to be effective without being succeeded within 30 days by a Subsequent
Shelf Registration filed and declared effective; 




(each
of the foregoing an "Event," and the date on which the Event occurs being referred to herein as an "Event
Date"). 


        Upon
the occurrence of any Event, the Company shall pay, or cause to be paid (and the Guarantors hereby guarantee the payment of), in addition to amounts otherwise due under the
Indenture and the Registrable Securities, as liquidated damages, and not as a penalty, to each Holder for each weekly period beginning on the Event Date an amount equal to the Weekly Liquidated
Damages Amount per $1,000 principal amount of Registrable Securities held by such Holder; provided, that such liquidated damages will, in each case,
cease to accrue (subject to the occurrence of another Event) on the date on which all Events have been cured. An Event under clause (i) above shall be cured on the date that the Exchange Offer
Registration Statement (or, if an Initial Shelf Registration is required to be filed pursuant to clause (i), (ii) or (iii) of Section 2(i), the date that such Initial Shelf
Registration) is filed with
the SEC; an Event under clause (ii) above shall be cured on the date that the Exchange Offer Registration Statement (or, if an Initial Shelf Registration is required to be filed 


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pursuant to clause (i), (ii) or (iii) of Section 2(i), the date that such Initial Shelf Registration) is declared effective by the SEC; an Event under clause (iii)
above shall be cured on the earlier of the date (A) the Exchange Offer is consummated with respect to all Notes validly tendered or (B) the Company delivers a Shelf Notice to the Holders
and the Trustee pursuant to clause (i), (ii) or (iii) of Section 2(i); an Event under clause (iv) above shall be cured on the date that such Initial Shelf
Registration is filed with the SEC; an Event under clause (v) above shall be cured on the date that such Initial Shelf Registration is declared effective by the SEC; and an Event under
clause (vi) above shall be cured on the earlier of (1) the date on which the applicable Shelf Registration is no longer subject to an order suspending the effectiveness thereof or
proceedings relating thereto or (2) a new Subsequent Shelf Registration is declared effective. 


        (b)  The
Company shall notify the Trustee within five Business Days after each Event Date. The Company shall pay the liquidated damages due on the Registrable Securities by
depositing with the Trustee, in trust, for the benefit of the Holders thereof, by 12:00 noon, New York City time, on or before the applicable semi-annual interest payment date for the
Registrable Securities, immediately available funds in sums sufficient to pay the liquidated damages then due. The liquidated damages amount due shall be payable in the same manner as interest
payments on the Notes on each interest payment date to the record Holder entitled to receive the interest payment to be made on such date as set forth in the Indenture. 


5.
Gaming Consents.


        Prior
to consummating the Exchange Offer or filing the Initial Shelf Registration, as the case may be, the Company and the Guarantors shall make or obtain all Permits necessary or
desirable for the consummation of the transactions contemplated hereby, including without limitation, the Exchange Offer, and the required approvals of the West Virginia Gaming Commission, the West
Virginia Lottery Commission, Nevada Gaming Commission, the Nevada State Gaming Control Board, and any other applicable gaming authorities (including the Pennsylvania State Horse Racing Commission and
the Ohio State Racing Commission). 


6.
Registration Procedures.


        In
connection with the registration of any Securities pursuant to Sections 2 or 3, the Company and the Guarantors shall effect such registrations to permit the sale of such Securities in
accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company and the Guarantors shall: 



        (a)  Prepare
and file with the SEC, as soon as practicable after the date hereof but in any event on or prior to the Filing Date, with respect to an Exchange Offer
Registration Statement, and on or prior to the Shelf Filing Date, with respect to a Shelf Registration, as prescribed by Sections 2 and 3, respectively, and use their respective reasonable best
efforts to cause each such Registration Statement to become effective and remain continuously effective as provided in this Agreement; provided, that if
(i) such filing is pursuant to Section 3 or (ii) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section 2 is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, before filing any Registration Statement or Prospectus or any amendments
or supplements thereto, (A) the Company shall notify the Holders of the Registrable Securities covered by such Registration Statement, their Special Counsel, each Participating Broker-Dealer,
the managing underwriters, if any, and their counsel of such filing at least five Business Days prior to making such filing, (B) if requested, the Company and the Guarantors shall furnish to
and afford the Holders of the Registrable Securities covered by such Registration Statement, their Special Counsel, each Participating Broker-Dealer, the managing underwriters, if any, and their
counsel a reasonable opportunity to review, and shall make available for inspection by such Persons, 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 


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such financial and other information and books and records of the Company and the Guarantors, as shall be necessary, in the opinion of Special Counsel and the respective counsels to such
Participating Broker-Dealers and underwriters, to conduct a reasonable due diligence investigation within the meaning of the Securities Act, and (C) the Company and the Guarantors shall cause
the members, managers, officers, directors and employees of the Company and the Guarantors, and counsel and independent certified public accountants of the Company and the Guarantors, to respond to
such inquiries, as shall be necessary, in the opinion of Special Counsel and the respective counsels to such Participating Broker-Dealers and underwriters, to conduct a reasonable due diligence
investigation within the meaning of the Securities Act. The Company and the Guarantors may require each Holder to agree in writing to keep confidential any non-public information relating
to the Company and the Guarantors received by such Holder to refrain from using such information as the basis for any market transactions in the Securities of the Company and not to disclose such
information (other than to an affiliate or prospective purchaser who agrees in writing to respect the confidentiality provisions of this Section 6(a)) until such information has been made
generally available to the public unless the release of such information is required by law or necessary to respond to inquiries of regulatory authorities. The Company and the Guarantors shall not
file any Registration Statement or Prospectus or any amendments or supplements thereto which the Holders must be afforded an opportunity to review prior to the filing of such document, if the Holders
of a majority in aggregate principal amount of the Registrable Securities covered by such Registration Statement, their Special Counsel, any Participating Broker-Dealer or the managing underwriters,
if any, or their counsel shall reasonably object to such filing within five Business Days after receipt of the Company's notice of filing described above in this Section 6(a). A Holder shall be
deemed to have reasonably objected to such filing if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a
material fact or omits to state any material fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Securities Act. 


        (b)  Provide
an indenture trustee for the Registrable Securities or the Exchange Securities, as the case may be, and cause the Indenture (or other indenture relating to the
Registrable Securities) to be qualified under the TIA not later than the effective date of the first Registration Statement; in connection therewith, effect such changes to such indenture as may be
required for such indenture to be so qualified in accordance with the terms of the TIA; and execute, and use their respective reasonable best efforts to cause such trustee to execute, all documents as
may be required to effect
such changes, and all other forms and documents required to be filed with the SEC to enable such indenture to be so qualified in a timely manner. 


        (c)  Prepare
and file with the SEC such pre-effective amendments and post-effective amendments to the Registration Statement as may be necessary in
order to cause the Registration Statement to become effective and to keep such Registration Statement continuously effective for the time periods required hereby; cause the related Prospectus to be
supplemented by any Prospectus supplement required by Applicable Law, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act,
and comply fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and comply in all material respects with the provisions of the Securities Act and the
Exchange Act applicable thereto with respect to the disposition of all securities covered by such Registration Statement, as so amended, or in such Prospectus, as so supplemented, in accordance with
the intended methods of distribution set forth in such Registration Statement, as so amended, and such Prospectus, as so supplemented. 


        (d)  Furnish
to such selling Holders and Participating Broker-Dealers who so request (i) upon the Company's and the Guarantors' receipt, a copy of the order of the SEC
declaring such Registration Statement and any post-effective amendment thereto effective, (ii) such reasonable number of copies of such Registration Statement and of each amendment
and supplement thereto (in each case including any documents incorporated therein by reference and all exhibits (including exhibits incorporated by reference) to such Registration Statement and each
such amendment and supplement), (iii) such 


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reasonable number of copies of the Prospectus included in such Registration Statement (including each preliminary prospectus and each supplement thereto), and such reasonable number of copies of the
final Prospectus as filed by the Company and the Guarantors pursuant to Rule 424(b) under the Securities Act, in conformity with the requirements of the Securities Act, and (iv) such
other documents (including any amendments and supplements required to be filed pursuant to Section 6(c) and any documents incorporated therein by reference and all exhibits thereto, including
exhibits incorporated by reference), as any such Person may reasonably request. The Company and the Guarantors hereby consent to the use of the Prospectus by each of the selling Holders of Registrable
Securities and by each such Participating Broker-Dealer, as the case may be, and the underwriters or agents, if any, and dealers (if any), in connection with the offering and sale of the Registrable
Securities covered by, or the sale by Participating Broker-Dealers of the Exchange Securities pursuant to, such Prospectus and any amendment or supplement thereto. 



        (e)  If
(A) a Shelf Registration is filed pursuant to Section 3 or (B) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, notify the selling
Holders of Registrable Securities, their Special Counsel, each Participating Broker-Dealer and the managing underwriters, if any, promptly (but in any event within five Business Days), and, if
requested by such Person, confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or Registration Statement or post-effective amendment has been filed,
and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective under the Securities Act, (ii) of the issuance by the SEC of any
stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any Prospectus or the initiation of any proceedings for that purpose,
(iii) if, at any time when a Prospectus
is required by the Securities Act to be delivered in connection with sales of the Registrable Securities, the representations and warranties of the Company and the Guarantors contained in any
agreement (including any underwriting agreement) contemplated by Section 6(n) below cease to be true and correct in any material respect, (iv) of the receipt by the Company or any of the
Guarantors of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Securities or the Exchange
Securities to be sold by any Participating Broker-Dealer for offer or sale in any jurisdiction, or the contemplation, initiation or threatening of any proceeding for such purpose, (v) of the
happening of any event that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference to be untrue in
any material respect or that requires the making of any additions to or changes in such Registration Statement, Prospectus or documents so that it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading,
(vi) of the Company's and the Guarantors' reasonable determination that a post-effective amendment to a Registration Statement would be appropriate, and (vii) of any request
by the SEC for amendments to the Registration Statement or supplements to the Prospectus or for additional information relating thereto. 



        (f)    Use
their respective reasonable best efforts to register or qualify, and, if applicable, to cooperate with the selling Holders of Registrable Securities, the
underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of, Registrable Securities to be included
in a Registration Statement for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any selling Holder, Participating Broker-Dealer or the managing
underwriters reasonably request in writing; and, if Securities are offered other than through an Underwritten Offering, the Company and the Guarantors shall cause their respective counsel to perform
Blue Sky investigations and file registrations and qualifications required to be filed pursuant to this Section 6(f) at the expense of the Company and the Guarantors; keep each such
registration or qualification (or exemption therefrom) 


10





 




effective during the period such Registration Statement is required to be kept effective and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions
of the Securities covered by the applicable Registration Statement; provided, however, that none of the
Company or the Guarantors shall be required to (i) register or qualify generally to do business in any jurisdiction where it is not then so qualified, (ii) take any action that would
subject it to general service of process in any jurisdiction where it is not then so subject or (iii) take any action that would subject it to general taxation in respect of doing business in
any such jurisdiction where it is not then so subject. 


        (g)  Use
their respective reasonable best efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement or preventing or suspending
the use of a Prospectus or suspending the qualification (or exemption from qualification) of any of the Securities for sale in any jurisdiction, and, if any such order is issued, use their respective
best efforts to obtain the withdrawal or lifting of any such order at the earliest possible time. 


        (h)  If
(i) a Shelf Registration is filed pursuant to Section 3 or (ii) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable
Period, and if requested by the managing underwriters, if any, such Participating Broker-Dealer or the Holders of a majority in aggregate principal amount of the Registrable Securities,
(A) promptly incorporate in a Prospectus supplement or post-effective amendment such information as the managing underwriters, if any, or such Holders reasonably request to be
included therein as required to comply with any Applicable Law and (B) make all required filings of such Prospectus supplement or such post-effective amendment as soon as
practicable after the Company and the Guarantors have received notification of such matters required by Applicable Law to be incorporated in such Prospectus supplement or post-effective
amendment. 


        (i)    If
(i) a Shelf Registration is filed pursuant to Section 3 or (ii) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, cooperate with the
selling Holders, such Participating Broker-Dealer and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be
sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository Trust Company ("DTC");
and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters, if any, such Participating Broker-Dealer or the Holders may request. 



        (j)    If
(i) a Shelf Registration is filed pursuant to Section 3 or (ii) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, upon the occurrence of
any event contemplated by Section 6(e)(v), 6(e)(vi) or 6(e)(vii), as promptly as practicable prepare a post-effective amendment to the Registration Statement, a supplement to
the related Prospectus or a supplement or amendment to any such document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder or to the purchasers of the Exchange Securities to whom such Prospectus will be delivered by a Participating
Broker-Dealer, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, and, if SEC review is required, use their respective reasonable best efforts to cause such post-effective amendment
to be declared effective as soon as practicable. 


        (k)  Use
their respective reasonable best efforts to cause the Securities covered by a Registration Statement to be rated with the appropriate rating agencies, if
appropriate, and if so requested by the 


11





 




holders of a majority in aggregate principal amount of Securities covered by such Registration Statement or the managing underwriters, if any. 


        (l)    Prior
to the effective date of the first Registration Statement relating to the Securities, (i) provide the applicable trustee with printed certificates for the
Securities in a form eligible for deposit with DTC and (ii) provide a CUSIP number for each of the Securities. 


        (m)  Use
their respective reasonable best efforts to cause all Securities covered by such Registration Statement to be listed on each securities exchange, if any, on which
similar debt securities issued by the Company are then listed. 


        (n)  If
a Shelf Registration is filed pursuant to Section 3, enter into such agreements (including an underwriting agreement in form, scope and substance as is
customary in Underwritten Offerings) and take all such other actions in connection therewith (including those reasonably requested by the managing underwriters, if any, or the Holders of a majority in
aggregate principal amount of Registrable Securities being sold) in order to expedite or facilitate the registration or the disposition of such Registrable Securities, and in such connection, whether
or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, (i) make such representations and warranties to the Holders and the
underwriters, if any, with respect to the business of the Company and their respective subsidiaries, if any, and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to
be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by Company to underwriters in Underwritten Offerings, and confirm the same if and when
reasonably requested; (ii) obtain opinions of counsel to the Company and the Guarantors and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the managing underwriters, if any, and the Holders of a majority in aggregate principal amount of the Registrable Securities being sold), addressed to each selling Holder and each of
the underwriters, if any, covering the matters customarily covered in opinions requested in Underwritten Offerings; (iii) obtain "cold comfort" letters and updates thereof (which letters and
updates (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters) from the independent certified public accountants of the Company and the Guarantors (and, if
necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are
required to be, included in the Registration Statement), addressed to each of the underwriters and each selling Holder, 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 underwriters; and (iv) deliver such documents and
certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold and the managing underwriters, if any, to evidence the continued
validity of the representations and warranties of the Company and the Guarantors and their respective subsidiaries, if any, made pursuant to clause (i) above and to evidence compliance with any
conditions contained in the underwriting agreement or other similar agreement entered into by the Company and the Guarantors. 



        (o)  Comply
with all applicable rules and regulations of the SEC and make generally available to their respective security holders earnings 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
12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing on the first day of the fiscal quarter following
each 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 of a Registration Statement, which statements shall cover said 12-month periods. 


12





 



        (p)  Upon
consummation of an Exchange Offer or Private Exchange, obtain an opinion of counsel to the Company and the Guarantors (in form, scope and substance reasonably
satisfactory to the Initial Purchasers), addressed to all Holders participating in the Exchange Offer or Private Exchange, as the case may be, to the effect that (i) the Company and the
Guarantors have duly authorized, executed and delivered the Exchange Securities or the Private Exchange Securities, as the case may be, and the Indenture, (ii) the Exchange Securities or the
Private Exchange Securities, as the case may be, and the Indenture constitute legal, valid and binding obligations of the Company and the Guarantors, enforceable against the Company and the Guarantors
in accordance with their respective terms, except as such enforcement may be subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally and (B) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law), and (iii) all obligations of
the Company and the Guarantors under the Exchange Securities or the Private Exchange Securities, as the case may be, and the Indenture are secured by Liens (as defined in the Indenture) on the assets
securing the obligations of the Company and the Guarantors under the Notes and the Indenture immediately prior to the consummation of such Exchange Offer or Private Exchange, as the case may be. 


        (q)  If
an Exchange Offer or Private Exchange is to be consummated, upon delivery of the Registrable Securities by such Holders to the Company and the Guarantors (or to such
other Person as directed by the Company and the Guarantors) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company and the Guarantors shall mark,
or caused to be marked, on such Registrable Securities that such Registrable Securities are being cancelled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may
be, and in no event shall such Registrable Securities be marked as paid or otherwise satisfied. 



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


        (s)  Use
their respective reasonable best efforts to take all other steps necessary to effect the registration of the Registrable Securities covered by a Registration
Statement contemplated hereby. 


        Each
Holder and each Participating Broker-Dealer agrees by acquisition of such Registrable Securities or Exchange Securities that, upon receipt of written notice from the Company and the
Guarantors of the happening of any event of the kind described in Section 6(e)(ii), 6(e)(iv), 6(e)(v), 6(e)(vi) or 6(e)(vii), such Holder will forthwith discontinue disposition (in the
jurisdictions specified in a notice of a 6(e)(iv) event, and elsewhere in a notice of a 6(e)(ii), 6(e)(v), 6(e)(vi) or 6(e)(vii) event) of such Securities covered by such
Registration Statement or Prospectus until the earlier of (i) such Holder's receipt of the copies of the amended or supplemented Prospectus contemplated by Section 6(j); or
(ii) the time such Holder is advised in writing (the "Advice") by the Company and the Guarantors that offers or sales in a particular
jurisdiction may be resumed, or that the use of the applicable Prospectus may be resumed, as the case may be, and has received copies of any amendments or supplements thereto. If so directed by the
Company in such notice, each Holder and each Participating Broker-Dealer will deliver to the Company (at the Company's expense) all copies of the Prospectus covering
such Securities that was current at the time of such Holder's or Participating Broker-Dealer's receipt of such notice. If the Company and the Guarantors shall give such notice, each of the
Effectiveness Period and the Applicable Period shall be extended by the number of days during such periods from and including the date of the giving of such notice to and including the date when each
seller of such Securities covered by such Registration Statement shall have received (x) the copies of the amended or supplemented Prospectus contemplated by Section 6(j) or
(y) the Advice. 


13







   
7. Registration Expenses.


        (a)  All
fees and expenses incident to the performance of or compliance with this Agreement by the Company and the Guarantors shall be borne by the Company and the Guarantors
whether or not the Exchange Offer is consummated or the Exchange Offer Registration Statement or a Shelf Registration is filed or becomes effective, including, without limitation: 



          (i)  all
registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD and (B) fees and
expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable
Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the
Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 6(f), in the case of Registrable Securities or Exchange Securities to be sold by a
Participating Broker-Dealer during the Applicable Period)); 


        (ii)  printing
expenses (including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit
with DTC and of printing prospectuses if the printing of prospectuses is requested by the managing underwriters, if any, or, in respect of Registrable Securities or Exchange Securities to be sold by a
Participating Broker-Dealer during the Applicable Period, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or of such
Exchange Securities, as the case may be); 


        (iii)  messenger,
telephone, duplication, word processing and delivery expenses incurred by the Company and the Guarantors in the performance of their obligations hereunder; 


        (iv)  fees
and disbursements of counsel for the Company, the Guarantors and, subject to Section 7(b), the Holders; 


        (v)  fees
and disbursements of all independent certified public accountants referred to in Section 6(n)(iii) (including, without limitation, the expenses of any
special audit and "cold comfort" letters required by or incident to such performance); 



        (vi)  fees
and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to Section 3 of
Schedule E to the By-laws of the NASD, but only where the need for such a "qualified independent underwriter" arises due to a relationship with the Company and the Guarantors; 


      (vii)  Securities
Act liability insurance, if the Company and the Guarantors so desire such insurance 


      (viii)  fees
and expenses of all other Persons, including special experts, retained by the Company or the Guarantors; internal expenses of the Company and the Guarantors
(including, without limitation, all salaries and expenses of their respective officers and employees performing legal or accounting duties), and the expenses of any annual audit; and 


        (ix)  rating
agency fees and the fees and expenses incurred in connection with the listing of the Securities to be registered on any securities exchange. 




        (b)  The
Company and the Guarantors shall reimburse the Holders for the reasonable fees and disbursements of not more than one counsel (in addition to appropriate local
counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in any Registration Statement and other reasonable and necessary
out-of-pocket expenses of the Holders incurred in connection with the registration of the Registrable Securities. 


14





 

8.
Indemnification.


        (a)  Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, shall, without
limitation as to time, indemnify and hold harmless each Holder and each Participating Broker-Dealer, each Person who controls (within the meaning of Section 15 of the Securities Act or
Section 20(a) of the Exchange Act (any of such persons being hereinafter referred to as a "controlling person")) each such Holder and any such
Participating Broker-Dealer and the members, managers, officers, directors, partners, employees, representatives and agents of each such Holder, Participating Broker-Dealer and controlling person
(collectively, the "Holder Indemnified
Parties"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and
reasonable attorneys' fees) and expenses (including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing)
(collectively, "Losses"), as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue or
alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or in 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, in the light of the circumstances under which they were made,
not misleading, except insofar as such Losses are based upon information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Company and the Guarantors by such
Holder or Participating Broker-Dealer expressly for use therein; provided, that neither of the Company nor any Guarantor shall be liable under the
indemnity provided in this Section 8(a) to any Holder Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained in, or the omission of
a material fact from, any preliminary prospectus, which untrue statement or omission was corrected in the Prospectus (as then amended or supplemented) if it shall have been determined by a court of
competent jurisdiction by final and nonappealable judgment that (1) such Holder Indemnified Party sold the Securities to the person alleging such Loss and failed to send or give, at or prior to
the written confirmation of such sale, a copy of the Prospectus (as then amended or supplemented), if required by law to have so delivered it, and (2) the Company had previously furnished
copies of the corrected Prospectus to such Holder Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Prospectus, if delivered,
would have been a complete defense against the person asserting such Loss. The Company and each of the Guarantors shall also indemnify underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution, their members, managers, officers, directors, agents and employees and each of their respective controlling persons to the same
extent as provided above with respect to the indemnification of the Holder Indemnified Parties. 


        (b)  Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary
prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such
information as the Company and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or
supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Company and the Guarantors, their respective members, managers, directors,
officers, agents and employees, each controlling person of the Company or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, to the
fullest extent lawful, from and against any and all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration
Statement, preliminary prospectus, Prospectus or form of 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, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement 


15





 




or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Company
and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. In no event shall the liability of
any selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below). 


        (c)  Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to
indemnification hereunder (an "indemnified party"), such indemnified party shall promptly notify the party or parties from which such indemnification is
sought (the "indemnifying parties") in writing; provided, that the failure to so notify the indemnifying
parties shall not relieve the indemnifying parties from any obligation or liability except to the extent (but only to the extent) that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal) that the indemnifying parties have been prejudiced materially by such failure. 


        The
indemnifying parties shall have the right, exercisable by giving written notice to an indemnified party, within 20 Business Days after receipt of written notice from such indemnified
party of such Proceeding, to assume, at their expense, the defense of any such Proceeding; provided, that an indemnified party shall have the right to
employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless:
(i) the indemnifying parties have agreed to pay such fees and expenses; (ii) the indemnifying parties shall have failed promptly to assume the defense of such Proceeding or shall have
failed to employ counsel reasonably satisfactory to such indemnified party; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such indemnified
party and one or more indemnifying parties (or any affiliates or controlling persons of any of the indemnifying parties), and such indemnified party shall have been advised by counsel that there may
be one or more defenses available to such indemnified party that are in addition to, or in conflict with, those defenses available to the indemnifying party or such affiliate or controlling person (in
which case, if such indemnified party notifies the indemnifying parties in writing that it elects to employ separate counsel at the expense of the indemnifying parties, the indemnifying parties shall
not have the right to assume the defense thereof and the reasonable fees and expenses of such counsel shall be at the expense of the indemnifying parties; it being understood, however, that, the
indemnifying parties shall not, in connection with any one such Proceeding or separate but substantially similar or related Proceedings in the same jurisdiction, arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such indemnified party). 


        No
indemnifying party shall be liable for any settlement of any such Proceeding effected without its written consent, but if settled with its written consent, or if there be a final
judgment for the plaintiff in any such Proceeding, each indemnifying party jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify and hold harmless each
indemnified party from and against any and all Losses by reason of such settlement or judgment. The indemnifying party shall not consent to the entry of any judgment or enter into any settlement that
does not include as an unconditional term thereof the giving by the claimant or plaintiff to each indemnified party of a release, in form and substance reasonably satisfactory to the indemnified
party, from all liability in respect of such Proceeding for which such indemnified party would be entitled to indemnification hereunder (whether or not any indemnified party is a party thereto). 



        (d)  Contribution. If the indemnification provided for in this Section 8 is unavailable to an indemnified party or is
insufficient to hold such indemnified party harmless for any Losses in respect of which this Section 8 would otherwise apply by its terms (other than by reason of exceptions provided in this
Section 8), then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall have a joint and several obligation to contribute to the amount paid or payable by
such 


16





 




indemnified party as a result of such Losses, (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party, on the one hand, and such
indemnified party, on the other hand, from the sale of Registrable Securities, or (ii) if the allocation provided by clause (i) above is not permitted by Applicable Law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of
such indemnifying party, on the one hand, and indemnified party, on the other hand, shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified party, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent any such statement or omission. The amount paid or payable by an indemnified party as a result of any Losses shall be deemed to include any
legal or other fees or expenses incurred by such party in connection with any Proceeding, to the extent such party would have been indemnified for such fees or expenses if the indemnification provided
for in Section 8(a) or 8(b) was available to such party. 


        The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of
allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 8(d), an indemnifying
party that is a selling Holder shall not be required to contribute, in the aggregate, any amount in excess of such Holder's Maximum Contribution Amount. A selling Holder's
"Maximum Contribution Amount" shall equal the excess, if any, of (i) the aggregate proceeds received by such Holder pursuant to the sale of the
Registrable Securities giving rise to such indemnification obligation over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders' obligations to contribute pursuant to this Section 8(d) are several in proportion to the
respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company's obligations to contribute pursuant to this Section 8(d) are joint and
several. 


        The
indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the indemnifying parties otherwise may have to the indemnified parties. 


9.
Rule 144 and Rule 144A.


        Each
of the Company covenants that (a) during any period that it is required to file reports under the Securities Act or the Exchange Act, it shall file all reports required to be
filed by it in a timely manner in order to permit resales of Registrable Securities pursuant to Rule 144 under the Securities Act and (b) during any period that it is not required to
file such reports, it shall, upon the request of any Holder, make available to each Holder or beneficial owner of Registrable Securities and to any
prospective purchaser of Registrable Securities designated by such Holder or beneficial owner the information required by Rule 144A(d)(4) under the Securities Act to permit resales of
Registrable Securities pursuant to Rule 144A. The Company shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder
to sell Registrable Securities without registration under the Securities Act pursuant to the exemptions provided by Rule 144 and Rule 144A. Upon the request of any Holder, each of the
Company and the Guarantors shall deliver to such Holder a written statement as to whether such Issuer or Guarantor has complied with such information requirements. Nothing in this Section 9
shall be deemed to require the Company to register any Securities pursuant to the Exchange Act. 


17





 



10.  Underwritten Registrations.


        If
any of the Registrable Securities covered by any Shelf Registration are to be sold in an Underwritten Offering, the investment banker or investment bankers and manager or managers
that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering with the consent of the Company,
which consent shall not be unreasonably withheld or delayed. 


        No
Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder's Registrable 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 questionnaires, powers of attorney, underwriting agreements
and other documents reasonably required under the terms of such underwriting arrangements. 


11.
Miscellaneous.


        (a)  Remedies. In the event of a breach by the Company or any of the Guarantors of any of their respective obligations under
this Agreement, each Holder, in addition to being entitled to exercise all rights provided herein, in the Indenture or, in the case of the Initial Purchasers, in the Purchase Agreement, or granted by
law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and the Guarantors agree that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by the Company or any of the Guarantors of any of the provisions of this Agreement and hereby further agree that, in the event of any action
for specific performance in respect of such breach, the Company and the Guarantors shall waive the defense that a remedy at law would be adequate. 



        (b)  No Inconsistent Agreements. The Company and the Guarantors have not entered into, as of the date hereof, and shall not
enter into, after the date of this Agreement, any agreement with respect to any of
their respective securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. For the avoidance of doubt, nothing in this
Agreement shall limit the Company's and the Guarantors' ability to register shares underlying stock options granted to the Company's directors, officers and employees in the ordinary course of the
Company's business or register Track Contingent Earnout Payments (as defined in the Indenture). 



        (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 Holders of at least a majority of
the then outstanding aggregate principal amount of Registrable Securities; provided, that Sections 4(a) and 8 shall not be amended, modified or
supplemented, and waivers or consents to departures from this proviso may not be given, unless the Company have obtained the written consent of each Holder. Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose securities are being sold pursuant to a Registration Statement and that
does not directly or indirectly affect the rights of other Holders may be given by Holders of at least a majority in aggregate principal amount of the Registrable Securities being sold by such Holders
pursuant to such Registration Statement; provided that the provisions of this sentence may not be amended, modified or supplemented except in accordance
with the provisions of the immediately preceding sentence. 


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



          (i)  if
to a Holder, at the most current address given by such Holder to the Company in accordance with the provisions of this Section 11(d), which address initially
is, with respect to each Holder, the address of such Holder maintained by the Registrar (as defined in the Indenture), with 



18





 


a copy to Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand Avenue, Suite 3400, Los Angeles, California 90071, facsimile number (213) 687-5600, Attention: Nicholas
P. Saggese, Esq.; and 


        (ii)  if
to the Company or any of the Guarantors, initially at MTR Gaming Group, Inc., State Route 2 South, P.O. Box 358, Chester, West Virginia 26034,
facsimile number (304) 387-2167, Attention: Chief Financial Officer, with a copy to Ruben & Aronson, LLP, 3299 K Street, N.W., Suite 403, Washington, D.C. 20007, facsimile
number (202) 965-3700, Attention: Robert L. Ruben, Esq., and thereafter at such other address, notice of which is given in accordance with the provisions of this
Section 11(d). 




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


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


        (e)  Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties hereto, including without limitation and without the need for an express assignment, subsequent Holders; provided, that nothing
herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms hereof or of the Purchase Agreement or the Indenture. 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, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits hereof. 


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


        (g)  Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof. When a reference is made in this Agreement to a Section, paragraph, subparagraph, Schedule or Exhibit, such reference shall mean a Section, paragraph, subparagraph, Schedule or
Exhibit to this Agreement unless otherwise indicated. The words "include," "includes," and
"including" when used in this Agreement shall be deemed in each case to be followed by the words "without
limitation." The phrases "the date of this Agreement," "the date hereof," and
terms of similar import, unless the context otherwise requires, shall be deemed to refer to March 25, 2003. The words "hereof,"
"herein," "herewith," "hereby" and
"hereunder" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular
provision of this Agreement. 


        (h)  GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED, AND THE RIGHTS OF THE PARTIES SHALL BE DETERMINED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND RULE 327(b) OF NEW YORK
CIVIL PRACTICE LAWS AND RULES. THE COMPANY AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR
ANY FEDERAL COURT SITTING IN THE 


19





 




BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE COMPANY AND EACH GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW,
TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION
OR PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE COMPANY AND EACH GUARANTOR IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW,
TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY OR SUCH
GUARANTOR, AS THE CASE MAY BE, AT ITS ADDRESS SET FORTH HEREIN, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE INITIAL PURCHASER TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY OR ANY OF THE GUARANTORS IN ANY OTHER JURISDICTION. 


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


        (j)    Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement, and is intended to
be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. 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 and the Guarantors in respect of securities sold pursuant to the Purchase
Agreement. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 


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


        (l)    Securities Held by the Company or its Affiliates. Whenever the consent or approval of Holders of a specified percentage
of the principal amount of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) (other than Holders deemed to be such affiliates solely by reason of
their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 


[signature pages follow this page]


20





 

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



	 	 	MTR Gaming Group, Inc.
	

 	
 	

By:	
 	

/s/  EDSON R. ARNEAULT      
 Name: Edson R. Arneault

Title: President
	

 	
 	
MOUNTAINEER PARK, INC.
	

 	
 	

By:	
 	

/s/  EDSON R. ARNEAULT      
 Name: Edson R. Arneault Title: President
	

 	
 	
SPEAKEASY GAMING OF LAS VEGAS, INC.
	

 	
 	

By:	
 	

/s/  EDSON R. ARNEAULT      
 Name: Edson R. Arneault

Title: President
	

 	
 	
SPEAKEASY GAMING OF RENO, INC.
	

 	
 	

By:	
 	

/s/  EDSON R. ARNEAULT      
 Name: Edson R. Arneault

Title: President
	

 	
 	
PRESQUE ISLE DOWNS, INC.
	

 	
 	

By:	
 	

/s/  EDSON R. ARNEAULT      
 Name: Edson R. Arneault

Title: President
	
 	
 	

RACING ACQUISITION, INC.
	

 	
 	

By:	
 	

/s/  EDSON R. ARNEAULT      
 Name: Edson R. Arneault

Title: President





	

ACCEPTED AND AGREED TO:
	
 JEFFERIES & COMPANY, INC.
	

By:	
 	

/s/

	
 WELLS FARGO SECURITIES, LLC
	

By:	
 	

/s/





21