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Registration Rights Agreement    
  


Dated as of May 14, 2001  


 among  


 Park Place Entertainment Corporation  


 and  


 Deutsche Banc Alex. Brown Inc.

Banc of America Securities LLC

Merrill Lynch & Co.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Credit Suisse First Boston Corporation

BNY Capital Markets, Inc.

Commerzbank Capital Markets Corporation

First Union Securities Inc.

Scotia Capital (USA) Inc.

SG Cowen Securities Corporation

Fleet Securities, Inc.

Bear, Stearns & Co. Inc.  







 
 

REGISTRATION RIGHTS AGREEMENT    
  


    This Registration Rights Agreement (the "Agreement") is made and entered into this 14th day of May, 2001, among Park Place Entertainment Corporation, a
Delaware corporation (the "Company"), and Deutsche Banc Alex. Brown Inc. ("Deutsche Banc") and each of the other Initial Purchasers named in Schedule A to the Purchase Agreement (as
defined below) (collectively, the "Initial Purchasers," which term shall also include any initial purchaser substituted as provided in Section 11 thereof). 


    This
Agreement is made pursuant to the Purchase Agreement, dated May 4, 2001, among the Company and the Initial Purchasers (the "Purchase Agreement"), which provides for the
sale by the Company to the Initial Purchasers of an aggregate of $350,000,000 principal amount of the Company's 81/8% Series A Senior Subordinated Notes due 2011 (the
"Securities"). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to Holders (as defined herein) the registration rights set forth in
this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement. 


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



    1.  Definitions.  





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


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


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


    "Closing Date" shall mean the Closing Time as defined in the Purchase Agreement. 


    "Company" shall have the meaning set forth in the preamble and shall also include the Company's successors. 



    "Depositary" shall mean The Depository Trust Company, or any other depositary appointed by the Company,  provided, however, that such depositary must have an address in
the Borough of Manhattan, in the City of New York. 


    "Exchange Offer" shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to
Section 2.1 hereof. 


    "Exchange Offer Registration" shall mean a registration under the 1933 Act effected pursuant to Section 2.1 hereof. 



    "Exchange Offer Registration Statement" shall mean an exchange offer registration statement on Form S-4 (or, if
applicable, on another appropriate form), and all amendments and supplements to such registration statement, including the Prospectus contained therein, all exhibits thereto and all documents
incorporated by reference therein. 


    "Exchange Period" shall have the meaning set forth in Section 2.1 hereof. 


    "Exchange Securities" shall mean the 81/8% Series B Senior Subordinated Notes due 2011 issued by the Company
under the Indenture, which will be freely tradeable under the 1933 Act, containing terms identical to the Securities in all material respects (except for references to certain interest rate
provisions, restrictions on transfers and restrictive legends). The Exchange Securities will be offered to Holders of Securities in exchange for Registrable Securities pursuant to the Exchange Offer
and the Exchange Offer Registration Statement. 


    "Holder" shall mean any registered holder of Registrable Securities. 



    "Indenture" shall mean the Indenture relating to the Securities, dated as of May 14, 2001 between the Company and Wells Fargo
Bank Minnesota, National Association, as trustee, as the same may be 





 


amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof. 


    "Initial Purchaser" or "Initial Purchasers" shall have the meaning set forth in the
preamble. 


    "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of Outstanding (as defined in the Indenture)
Registrable Securities. 


    "Participating Broker-Dealer" shall mean any of Deutsche Banc, Banc of America Securities LLC, Merrill Lynch & Co., Merrill
Lynch, Pierce Fenner and Smith Incorporated, Credit Suisse First Boston Corporation, BNY Capital Markets, Inc., Commerzbank Capital Markets Corporation, First Union Securities, Inc.,
Scotia Capital (USA) Inc., S.G. Cowen Securities Corporation, Fleet Securities, Inc. and Bear, Stearns & Co., and any other broker-dealer which makes a market in the Securities
and exchanges Registrable Securities in the Exchange Offer for Exchange Securities. 


    "Person" shall mean an individual, partnership (general or limited), corporation, limited liability company, trust or unincorporated
organization, or a government or agency or political subdivision thereof. 


    "Private Exchange" shall have the meaning set forth in Section 2.1 hereof. 



    "Private Exchange Securities" shall have the meaning set forth in Section 2.1 hereof. 


    "Prospectus" shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such
prospectus as amended or supplemented by any prospectus supplement, including any such 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 material
incorporated by reference therein. 


    "Purchase Agreement" shall have the meaning set forth in the preamble. 


    "Registrable Securities" shall mean the Securities and, if issued, the Private Exchange Securities; provided,
however, that Securities and, if issued, the Private Exchange Securities, shall cease to be Registrable Securities when (i) a Registration Statement with respect to such
Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such
Registration Statement, (ii) such Securities have been sold to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the 1933 Act,
(iii) such Securities shall have ceased to be outstanding or (iv) the Exchange Offer is consummated (except with respect to Securities purchased from the Company and continued to be held
by the Initial Purchasers). 


    "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, stock exchange 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 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 and compliance with the rules of the NASD (including reasonable fees and disbursements of counsel for
any underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities and any filings with the NASD), (iii) all expenses of any
Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting
agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the
listing, if any, of any of the Registrable Securities on any securities exchange or exchanges, (v) all rating agency fees, (vi) the fees and disbursements of counsel for the Company and
of the independent public accountants of the 


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Company, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, (vii) the fees and expenses of the Trustee, and any
escrow agent or custodian, (viii) the reasonable fees and expenses of one firm of attorneys (in addition to any local counsel, if any) to the Initial Purchasers and the Holders in connection
therewith, and (ix) any fees and disbursements of the underwriters customarily required to be paid by issuers or sellers of securities and the fees and expenses of any special experts retained
by the Company in connection with any Registration Statement, but excluding underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder. 


    "Registration Statement" shall mean any registration statement of the Company which covers any of the Exchange Securities or
Registrable Securities pursuant to the provisions of this Agreement, and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 



    "SEC" shall mean the Securities and Exchange Commission or any successor agency or government body performing the functions currently
performed by the United States Securities and Exchange Commission. 


    "Shelf Registration" shall mean a registration effected pursuant to Section 2.2 hereof. 


    "Shelf Registration Statement" shall mean a "shelf" registration statement of the Company pursuant to the provisions of
Section 2.2 of this Agreement which covers all of the Registrable Securities or all of the Private Exchange Securities on an appropriate form under Rule 415 under the 1933 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 material incorporated by reference therein. 


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


    2.  Registration Under the 1933 Act.  


    2.1.  Exchange Offer.  The Company shall, for the benefit of the Holders, at the Company's cost,
(i) prepare and, as soon as practicable but not later than 30 days following the Closing Date, file with the SEC an Exchange Offer Registration Statement on an appropriate form under the
1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like
principal amount of Exchange Securities, (ii) use its best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 90 days of the
Closing Date, (iii) use its best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (iv) use its best efforts to cause the
Exchange Offer to be consummated not later than 150 days following the Closing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable
Securities for Exchange Securities (assuming that such Holder (i) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (ii) is not a broker-dealer
tendering Registrable Securities acquired directly from the Company for its own account, (iii) acquired the Exchange Securities in the ordinary course of such Holder's business and
(iv) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities
from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. 


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    In connection with the Exchange Offer, the Company shall: 



    (a) mail
as promptly as practicable to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate
letter of transmittal and related documents; 


    (b) keep
the Exchange Offer open for acceptance for a period of not less than 30 calendar days after the date notice thereof is mailed to the Holders (or longer if
required by applicable law) (such period referred to herein as the "Exchange Period"); 


    (c) utilize
the services of the Depositary for the Exchange Offer; 


    (d) permit
Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Time), on the last business day of the Exchange Period, by
sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered
for exchange, and a statement that such Holder is withdrawing such Holder's election to have such Securities exchanged; 


    (e) notify
each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this
Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and 


    (f)  otherwise
comply in all respects with all applicable laws relating to the Exchange Offer. 




    If,
upon consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the
Company upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the
"Private Exchange") for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company that are identical in all material respects (except that such
securities shall bear appropriate transfer restrictions) to the Exchange Securities (the "Private Exchange Securities"). 



    The
Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the
Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), or is exempt from such qualification, and shall provide that the Exchange
Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such
indenture shall provide that the Exchange Securities, the Private Exchange Securities and the Securities shall vote and consent together on all matters as one class and that none of the Exchange
Securities, the Private Exchange Securities or the Securities will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as,
and the Company shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as, the Exchange Securities. The Company shall not have any liability
under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. 


    As
soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company shall: 



    (a) accept
for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange
Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; 


    (b) accept
for exchange all Securities properly tendered pursuant to the Private Exchange; 



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    (c) deliver to the Trustee for cancellation all Registrable Securities so accepted for exchange; and 


    (d) cause
the Trustee promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable
Securities so accepted for exchange in a principal amount equal to the principal amount of the Registrable Securities of such Holder so accepted for exchange. 




    Interest
on each Exchange Security and Private Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange
therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuance. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other
than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC,
(ii) the due tendering of Registrable Securities in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the
Exchange Offer shall have represented that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the
Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 1933 Act) of the Exchange Securities and shall have made such
other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the
1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the
Private Exchange which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer or the Private Exchange. The Company shall
inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise
facilitate the tender of Registrable Securities in the Exchange Offer. 


    2.2.  Shelf Registration.  (i) If, because of any changes in law, SEC rules or regulations or
applicable interpretations thereof by the staff of the SEC, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason
the Exchange Offer is not consummated within 150 days after the original issue of the Registrable Securities, (iii) upon the request of any of the Initial Purchasers if any such Initial
Purchaser holds Securities acquired as part of an unsold allotment or (iv) if a Holder is not permitted to participate in the Exchange Offer or does not receive fully tradeable Exchange
Securities pursuant to the Exchange Offer, then in case of each of clauses (i) through (iv) the Company shall, at its cost: 



    (a) As
promptly as practicable, file with the SEC, and thereafter shall use its best efforts to cause to be declared effective as promptly as practicable but no later
than 90 days after the original issue of the Registrable Securities, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time
in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement. 


    (b) Use
its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders
for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (or until one year from the date of the Shelf Registration Statement if such Shelf
Registration Statement is filed at the request of any Initial Purchaser), or for such shorter period that will terminate when all Registrable Securities covered by the Shelf Registration Statement
have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities (the "Effectiveness Period"); provided,
however, that the Effectiveness Period in respect of the 



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Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as
otherwise provided herein. 


    (c) Notwithstanding
any other provisions hereof, use its best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any
Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement
and any amendment thereto does not, when it becomes effective, 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 not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to
time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not
misleading. 




    The
Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to
supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders copies of any such supplement or amendment promptly after its being used
or filed with the SEC. 


    2.3.  Expenses.  The Company shall pay all Registration Expenses in connection with the registration
pursuant to Section 2.1 or 2.2. Each Holder shall pay all 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. 


    2.4.  Effectiveness.  (a) The Company will be deemed not to have used its best efforts to cause
the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite period if the Company voluntarily takes any
action that would, or omits to take any action which omission would, result in any such Registration Statement not being declared effective or in the Holders covered thereby not being able to exchange
or offer and sell such Registrable Securities during that period as and to the extent contemplated hereby, unless such action is required by applicable law. 


    (b) An
Exchange Offer Registration Statement pursuant to Section 2.1 hereof or a Shelf Registration Statement pursuant to Section 2.2 hereof will not be
deemed to have become effective unless it has been declared effective by the SEC; provided, however, that if, after it has been declared effective, the
offering of Registrable Securities pursuant to an Exchange Offer Registration Statement or a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement
of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference, until the offering of Registrable
Securities pursuant to such Registration Statement may legally resume. 


    2.5.  Interest.  The Indenture executed in connection with the Securities will provide that in the event
that either (i) the Exchange Offer Registration Statement is not filed with the SEC on or prior to the 30th calendar day following the date of original issue of the Securities, (ii) the
Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the date of original issue of the Securities or (iii) the Exchange Offer is
not consummated or, in case of the clauses (i) through (iv) of Section 2.2, a Shelf Registration Statement is not declared effective, in either case, on or prior to the 150th
calendar day following the date of original issue of the Securities (each such event referred to in clauses (i) through (iii) above, a "Registration Default"), the interest rate borne by
the Securities shall be increased ("Additional Interest") by 0.25% per annum upon the occurrence of a Registration Default, which rate will increase by 0.25% each 90-day period that such
Additional Interest continues to accrue under any such circumstance, provided that the maximum aggregate increase in the interest rate will in no event exceed one percent (1%) per annum. Following 


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the cure of all Registration Defaults (i.e., in the case of (i) above, the filing of the Exchange Offer Registration Statement, in the case of (ii) above, the effectiveness of the
Exchange Offer Registration Statement and, in the case of (iii) above, upon the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement, as the case may be)
the accrual of Additional Interest will cease and the interest rate will revert to the original rate. 


    If
the Shelf Registration Statement is unusable by the Holders for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration
Statement shall not be usable exceeds 60 days in the aggregate, then the interest rate borne by the Securities will be increased by an absolute amount of 0.25% per annum of the principal amount
of the Securities for the first 90-day period (or portion thereof) beginning on the 60th day that such Shelf Registration Statement ceases to be usable, which rate shall be increased by an
additional absolute amount of 0.25% per annum of the principal amount of the Securities at the beginning of each subsequent 90-day period, provided that the maximum aggregate increase in
the interest rate will in no event exceed one percent (1%) per annum. Any amounts payable under this paragraph shall also be deemed "Additional Interest" for purposes of this Agreement. Upon the Shelf
Registration Statement once again becoming usable, the interest rate borne by the Securities will be reduced to the original interest rate if and when the Company is otherwise in compliance with this
Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. 


    The
Company shall notify the Trustee within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an
"Event Date"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders, on or before the applicable semiannual interest payment date, immediately
available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the Holder of Securities entitled to receive
the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable
Event Date. 


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    3.  Registration Procedures.  


    In
connection with the obligations of the Company with respect to Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the Company shall: 



    (a) prepare
and file with the SEC a Registration Statement, within the relevant time period specified in Section 2, on the appropriate form under the 1933 Act,
which form (i) shall be selected by the Company, (ii) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof,
(iii) shall comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference all financial statements required by the SEC to be
filed therewith or incorporated by reference therein, and (iv) shall comply in all respects with the requirements of Regulation S-T under the 1933 Act, and use its best
efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2 hereof; 


    (b) prepare
and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary under applicable law to
keep such Registration Statement effective for the applicable period; and cause each Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to
Rule 424 (or any similar provision then in force) under the 1933 Act and comply with the provisions of the 1933 Act, the 1934 Act and the rules and regulations thereunder applicable to them
with respect to the disposition of all securities covered by each Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the selling
Holders thereof (including sales by any Participating Broker-Dealer); 


    (c) in
the case of a Shelf Registration, (i) notify each Holder of Registrable Securities, at least three business days prior to filing, that a Shelf
Registration Statement with respect to the Registrable Securities is being filed and advising such Holders that the distribution of Registrable Securities will be made in accordance with the method
selected by the Majority Holders participating in the Shelf Registration; (ii) furnish to each Holder of Registrable Securities 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, including financial statements and schedules and, if the Holder so requests, all exhibits in order to facilitate the public sale or other disposition of
the Registrable Securities; and (iii) hereby consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders in connection with the offering and sale
of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto; 


    (d) use
its best efforts to register or qualify the Registrable Securities under all applicable state securities or "blue sky" laws of such jurisdictions as any Holder
of Registrable Securities covered by a Registration Statement and each underwriter of an underwritten offering of Registrable Securities shall reasonably request by the time the applicable
Registration Statement is declared effective by the SEC, and do any and all other acts and things which may be reasonably necessary or advisable to enable each 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 corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), or
(ii) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject; 


    (e) notify
promptly each Holder of Registrable Securities under a Shelf Registration or any Participating Broker-Dealer who has notified the Company that it is
utilizing the Exchange Offer Registration Statement as provided in paragraph (f) below and, if requested by such Holder or 



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Participating Broker-Dealer, confirm such advice in writing promptly (i) when a Registration Statement has become effective and when any post-effective amendments and supplements
thereto become effective, (ii) of any request by the SEC or any state securities authority for post-effective amendments and supplements to a Registration Statement and Prospectus
or for additional information after the 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 Registration Statement or the initiation of any proceedings for that purpose, (iv) in the case of a Shelf Registration, if, between the effective date of a Registration
Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement
or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects, (v) of the happening of any event or the discovery of any facts during the
period a Shelf Registration Statement is effective which makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or which requires the making
of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading, (vi) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Registrable Securities or the Exchange Securities, as the case may be, for sale in any jurisdiction or the initiation or threatening of any proceeding for such
purpose and (vii) of any determination by the Company that a post-effective amendment to such Registration Statement would be appropriate; 


    (f)  (i) in
the case of the Exchange Offer Registration Statement (A) include in the Exchange Offer Registration Statement a section entitled "Plan of
Distribution" which section shall be reasonably acceptable to Deutsche Banc on behalf of the Participating Broker-Dealers, and which shall contain a summary statement of the positions taken or
policies made by the staff of the SEC with respect to the potential "underwriter" status of any broker-dealer that holds Registrable Securities acquired for its own account as a result of
market-making activities or other trading activities and that will be the beneficial owner (as defined in Rule 13d-3 under the 1934 Act) of Exchange Securities to be received by
such broker-dealer in the Exchange Offer, whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies, in the reasonable judgment of
Deutsche Banc on behalf of the Participating Broker-Dealers and its counsel, represent the prevailing views of the staff of the SEC, including a statement that any such broker-dealer who receives
Exchange Securities for Registrable Securities pursuant to the Exchange Offer may be deemed a statutory underwriter and must deliver a prospectus meeting the requirements of the 1933 Act in connection
with any resale of such Exchange Securities, (B) furnish to each Participating Broker-Dealer who has delivered to the Company the notice referred to in Section 3(e), without charge, as
many copies of each Prospectus included in the Exchange Offer Registration Statement, including any preliminary prospectus, and any amendment or supplement thereto, as such Participating Broker-Dealer
may reasonably request, (C) hereby consent to the use of the Prospectus forming part of the Exchange Offer Registration Statement or any amendment or supplement thereto, by any Person subject
to the prospectus delivery requirements of the SEC, including all Participating Broker-Dealers, in connection with the sale or transfer of the Exchange Securities covered by the Prospectus or any
amendment or supplement thereto, and (D) include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer
(x) the following provision: 



"If
the exchange offeree is a broker-dealer holding Registrable Securities acquired for its own account as a result of market-making activities or other trading activities, it will deliver a
prospectus meeting the requirements of the 1933 Act in connection with any resale of Exchange Securities received in respect of such Registrable Securities pursuant to the Exchange Offer;" 




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and
(y) a statement to the effect that by a broker-dealer making the acknowledgment described in clause (x) and by delivering a Prospectus in connection with the exchange of Registrable
Securities, the broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the 1933 Act; and (ii) in the case of any Exchange Offer Registration Statement, the
Company agrees to deliver to the Initial Purchasers on behalf of any Participating Broker-Dealers upon the effectiveness of the Exchange Offer Registration Statement (A) an opinion of counsel
to the Company that such counsel has participated in conferences with officers and other representatives of the Company, counsel for the Initial Purchasers, representatives of the independent public
accountants for the Company, and that such counsel advises that, on the basis of the foregoing, no facts came to such counsel's attention that caused such counsel to believe that either the Exchange
Offer Registration Statement, as of its date, or the Prospectus or any amendment or supplement thereto, at the time the Prospectus was issued, at the time any such amended or supplemented Prospectus
was issued or at the consummation of the Exchange Offer, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the
statements therein in the light of the circumstances under which they were made, not misleading, with customary exceptions, (B) officers' certificates substantially in the form customarily
delivered in a public offering of debt securities and (C) a comfort letter or comfort letters in customary form to the extent permitted by Statement on Auditing Standards No. 72 of the
American Institute of Certified Public Accountants (or if such a comfort letter is not permitted, an agreed upon procedures letter in customary form) from the Company's independent certified public
accountants (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 are, or
are required to be, included in the Registration Statement) at least as broad in scope and coverage as the comfort letter or comfort letters delivered to the Initial Purchasers in connection with the
initial sale of the Securities to the Initial Purchasers; 


    (g) (i) in
the case of an Exchange Offer, furnish counsel for the Initial Purchasers and (ii) in the case of a Shelf Registration, furnish counsel for
the Holders copies of any comment letters received from the SEC or any other request by the SEC or any state securities authority for amendments or supplements to a Registration Statement and
Prospectus or for additional information; 


    (h) make
every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment; 


    (i)  in
the case of a Shelf Registration, furnish to each Holder of Registrable Securities, and each underwriter, if any, without charge, at least one conformed copy of
each Registration Statement and any post-effective amendment thereto, including financial statements and schedules (without documents incorporated therein by reference and all exhibits
thereto, unless requested); 


    (j)  in
the case of a Shelf Registration, cooperate with the selling Holders to facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in
such names as the selling Holders or the underwriters, if any, may reasonably request at least three business days prior to the closing of any sale of Registrable Securities; 



    (k) in
the case of a Shelf Registration, upon the occurrence of any event or the discovery of any facts, each as contemplated by Sections 3(e)(v) and
3(e)(vi) hereof, as promptly as practicable after the occurrence of such an event, use its best efforts to prepare a supplement or post-effective amendment to the 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 or Participating Broker-Dealers, such Prospectus will not 



11





 


contain at the time of such delivery any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading or will remain so qualified. At such time as such public disclosure is otherwise made or the Company determines that such disclosure is not necessary, in each case to correct
any misstatement of a material fact or to include any omitted material fact, the Company agrees promptly to notify each Holder of such determination and to furnish each Holder such number of copies of
the Prospectus as amended or supplemented, as such Holder may reasonably request; 


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


    (m) obtain
a CUSIP number for all Exchange Securities, Private Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a
Registration Statement, and provide the Trustee with printed certificates for the Exchange Securities, Private Exchange Securities or the Registrable Securities, as the case may be, in a form eligible
for deposit with the Depositary; 


    (n) (i)
cause the Indenture to be qualified under the TIA in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be,
(ii) cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and
(iii) execute, and use its best efforts to cause the 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 the Indenture to be so qualified in a timely manner; 


    (o) in
the case of a Shelf Registration, enter into agreements (including underwriting agreements) and take all other customary and appropriate actions in order to
expedite or facilitate 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 of such Registrable Securities and the underwriters, if any, in form, substance and scope as are customarily
made by issuers to underwriters in similar underwritten offerings as may be reasonably requested by them; 


    (ii) obtain
opinions of counsel to the Company 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 principal amount 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 sales of securities or underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters; 


    (iii) obtain
"cold comfort" letters and updates thereof from the Company's independent certified public accountants (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 are, or are required to be, included in the Registration Statement)
addressed to the underwriters, if any, and use reasonable efforts to have such letter addressed to the selling Holders (to the extent consistent with Statement on Auditing Standards No. 72 




12





 



of the American Institute of Certified Public Accountants), such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters to underwriters in
connection with similar underwritten offerings; 


    (iv) enter
into a securities sales agreement with the Holders and an agent of the Holders providing for, among other things, the appointment of such agent for the
selling Holders for the purpose of soliciting purchases of Registrable Securities, which agreement shall be in form, substance and scope customary for similar offerings; 


    (v) if
an underwriting agreement is entered into, cause the same to set forth indemnification provisions and procedures substantially equivalent to the indemnification
provisions and procedures set forth in Section 4 hereof with respect to the underwriters and all other parties to be indemnified pursuant to said Section or, at the request of any underwriters,
in the form customarily provided to such underwriters in similar types of transactions; and 


    (vi) deliver
such documents and certificates as may be reasonably requested and as are customarily delivered in similar offerings to the Holders of a majority in
principal amount of the Registrable Securities being sold and the managing underwriters, if any. 




The
above shall be done at (i) the effectiveness of such Registration Statement (and each post-effective amendment thereto) and (ii) each closing under any underwriting or
similar agreement as and to the extent required thereunder; 


    (p) in
the case of a Shelf Registration or if a Prospectus is required to be delivered by any Participating Broker-Dealer in the case of an Exchange Offer, make
available for inspection by representatives of the Holders, any underwriters participating in any disposition pursuant to a Shelf Registration Statement, any Participating Broker-Dealer and any
counsel or accountant retained by any of the foregoing, all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by any such persons, and cause
the respective officers, directors, employees, and any other agents of the Company to supply all information reasonably requested by any such representative, underwriter, special counsel or accountant
in connection with a Registration Statement, and make such representatives of the Company available for discussion of such documents as shall be reasonably requested by the Initial Purchasers; 



    (q) (i) in
the case of an Exchange Offer Registration Statement, a reasonable time prior to the filing of any Exchange Offer Registration Statement, any
Prospectus forming a part thereof, any amendment to
an Exchange Offer Registration Statement or amendment or supplement to such Prospectus, provide copies of such document to the Initial Purchasers and to counsel to the Holders and make such changes in
any such document prior to the filing thereof as the Initial Purchasers or counsel to the Holders may reasonably request and, except as otherwise required by applicable law, not file any such document
in a form to which the Initial Purchasers on behalf of the Holders and counsel to the Holders shall not have previously been advised and furnished a copy of or to which the Initial Purchasers on
behalf of the Holders or counsel to the Holders shall reasonably object, and make the representatives of the Company available for discussion of such documents as shall be reasonably requested by the
Initial Purchasers; and (ii) in the case of a Shelf Registration, a reasonable time prior to filing any Shelf Registration Statement, any Prospectus forming a part thereof, any amendment to
such Shelf Registration Statement or amendment or supplement to such Prospectus, provide copies of such document to the Holders, to the Initial Purchasers, to counsel for the Holders and to the
underwriter or underwriters of an underwritten offering of Registrable Securities, if any, make such changes in any such document prior to the filing thereof as the Initial Purchasers, the counsel to
the Holders or the underwriter or underwriters reasonably request and not file any such document in a form to which the Majority Holders, the Initial Purchasers on behalf of the Holders, counsel for
the Holders or any underwriter shall not have previously been advised and furnished a copy of or to which the Majority Holders, the Initial Purchasers of behalf of the Holders, counsel to the Holders
or any 



13





 


underwriter shall reasonably object, and make the representatives of the Company available for discussion of such document as shall be reasonably requested by the Holders, the Initial Purchasers on
behalf of such Holders, counsel for the Holders or any underwriter; 


    (r) in
the case of a Shelf Registration, use its best efforts to cause all Registrable Securities to be listed on any securities exchange on which similar debt
securities issued by the Company are then listed if requested by the Majority Holders, or if requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any; 


    (s) in
the case of a Shelf Registration, use its best efforts to cause the Registrable Securities to be rated by the appropriate rating agencies, if so requested by the
Majority Holders, or if requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any; 



    (t)  otherwise
comply with all applicable rules and regulations of the SEC and make available to its security holders, as soon as reasonably practicable, an earnings
statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder; 


    (u) cooperate
and assist in any filings required to be made with the NASD and, in the case of a Shelf Registration, in the performance of any due diligence
investigation by any underwriter and its counsel (including any "qualified independent underwriter" that is required to be retained in accordance with the rules and regulations of the NASD); and 



    (v) upon
consummation of an Exchange Offer or a Private Exchange, obtain a customary opinion of counsel to the Company addressed to the Trustee for the benefit of all
Holders participating in the Exchange Offer or Private Exchange, which includes an opinion that (i) the Company has duly authorized, executed and delivered the Exchange Securities and/or
Private Exchange Securities, as applicable, and the related indenture, and (ii) each of the Exchange Securities and related indenture constitute a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its respective terms (with customary exceptions). 




    In
the case of a Shelf Registration Statement, the Company may (as a condition to such Holder's participation in the Shelf Registration) require each Holder of Registrable Securities
to furnish to the Company such information regarding the Holder and the proposed distribution by such Holder of such Registrable Securities as the Company may from time to time reasonably request in
writing. 


    In
the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any notice from the Company of the happening of any event or the discovery of any facts, each
of the kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement until such Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(k) hereof, 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
any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the underwriter or underwriters and manager or managers
that will manage such offering will be selected by the Majority Holders included in such offering and shall be acceptable to the Company. No Holder of Registrable Securities 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, indemnities, underwriting agreements and other documents required under
the terms of such underwriting arrangements. 


14





 


    4.  Indemnification; Contribution.  



    (a) The
Company agrees to indemnify and hold harmless the Initial Purchasers, each Holder, each Participating Broker-Dealer, each Person who participates as an
underwriter (any such Person being an
"Underwriter") and each Person, if any, who controls any Holder or Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act 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 any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act,
including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein
not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements 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) below) any such settlement is effected with the written consent of the Company; and 


    (iii) against
any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by any indemnified party), 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) above;  provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Holder or Underwriter expressly
for use in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto). 




    (b) Each
Holder, severally, but not jointly, agrees to indemnify and hold harmless the Company, the Initial Purchasers, each Underwriter and the other selling Holders,
and each of their respective directors and officers, and each Person, if any, who controls the Company, the Initial Purchasers, any Underwriter or any other selling Holder within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 4(a)
hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Shelf Registration Statement (or any amendment thereto) or any
Prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such Holder furnished to the Company by such Holder
expressly for use in the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided,
however, that no such 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
pursuant to such Shelf Registration Statement. 



15







  



    (c) Each
indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in
respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. 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 party or parties be liable for the fees and expenses of more than one counsel (in addition to any 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 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 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) If
the indemnification provided for in this Section 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of
any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and
expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Holders and the Initial Purchasers
on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. 




    The
relative fault of the Company on the one hand and the Holders and the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether any
such untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, the Holders or the Initial Purchasers and the
parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 


    The
Company, the Holders and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata
allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to
above in this Section 4. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 4 shall be
deemed to include any legal or other expenses reasonably 


16





 


incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omission. 



    Notwithstanding
the provisions of this Section 4, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the
Securities sold by it were offered exceeds the amount of any damages which such Initial Purchaser 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 1933 Act) shall be entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation. 


    For
purposes of this Section 4, each Person, if any, who controls an Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Initial Purchaser or Holder, and each director of the Company, and each Person, if any, who controls the Company within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Initial Purchasers' respective obligations to contribute pursuant
to this Section 7 are several in proportion to the principal amount of Securities set forth opposite their respective names in Schedule A to the Purchase Agreement and not joint. 


    5.  Miscellaneous.  


    5.1.  Rule 144 and Rule 144A.  For so long as the Company is subject to the reporting
requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934
Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of
Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a
prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably
request, 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 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time,
(ii) Rule 144A under the 1933 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. 


    5.2.  No Inconsistent Agreements.  The Company has not entered into and the Company will not after the
date of this Agreement enter into any agreement which is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to
the Holders hereunder do not and will not for the term of this Agreement in any way conflict with the rights granted to the holders of the Company's other issued and outstanding securities under any
such agreements. 


    5.3.  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 in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or departure. 


17





 


    5.4.  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 (a) 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 5.4, which address initially is the address set forth in the Purchase Agreement with respect to the
Initial Purchasers; and (b) if to the Company, initially at the Company's address set forth in the Purchase Agreement, and thereafter at such other address of which notice is given in
accordance with the provisions of this Section 5.4. 


    All
such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; two 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. 


    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 such Indenture. 


    5.5.  Successor and Assigns.  This Agreement shall inure to the benefit of and be binding upon the
successors, assigns and transferees of each of the parties, 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 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. 


    5.6.  Third Party Beneficiaries.  The Initial Purchasers (even if the Initial Purchasers are not Holders)
shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Holders, on the other hand, and shall have the right to enforce such agreements
directly to the extent they deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder. Each Holder of Registrable Securities shall be a third party
beneficiary to the agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights hereunder. 


    5.7.  Specific Enforcement.  Without limiting the remedies available to the Initial Purchasers and the
Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Sections 2.1 through 2.4 hereof may result in material irreparable injury to the Initial
Purchasers or 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, the
Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company's obligations under Sections 2.1 through 2.4 hereof. 


    5.8.  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. 


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


18





 


    5.10.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF
THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF. 


    5.11.  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. 


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



	 	 	PARK PLACE ENTERTAINMENT CORPORATION
	

 	
 	

By:	
 	

/s/ SCOTT A. LAPORTA   

	 	 	Name:	 	Scott A. LaPorta
	 	 	Title:	 	Executive Vice President and Chief Financial Officer




19





 


CONFIRMED AND accepted,

as of the date first above written 


DEUTSCHE
BANC ALEX. BROWN INC.

BANC OF AMERICA SECURITIES LLC

MERRILL LYNCH & CO.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

CREDIT SUISSE FIRST BOSTON CORPORATION

BNY CAPITAL MARKETS, INC.

COMMERZBANK CAPITAL MARKETS CORPORATION

FIRST UNION SECURITIES, INC.

SCOTIA CAPITAL (USA) INC.

S.G. COWEN SECURITIES CORPORATION

FLEET SECURITIES, INC.

BEAR, STEARNS & CO. INC. 



	

By:	
 	

Deutsche Banc Alex. Brown Inc.	
 	

 
	

By:	
 	

/s/ PAUL WHYTE   
 Name: Paul Whyte

Title: Director	
 	

 
	

By:	
 	

/s/ JACQUES BRAND   
 Name: Jacques Brand

Title: Managing Director

	
 	

 




20









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REGISTRATION RIGHTS AGREEMENT