registrationrightsagrmt.htm


     

    
      

      

    

    EXHIBIT
4.3

     

    


      PENINSULA
GAMING, LLC

       

      PENINSULA
GAMING CORP.

       

      $240,000,000
8.375% Senior Secured Notes due 2015

      $305,000,000
10.750% Senior Unsecured Notes due 2017

      


       

      REGISTRATION RIGHTS
AGREEMENT

       

      


      


      


      August 6, 2009

      


      


      JEFFERIES
& COMPANY, INC.

       

      520
Madison Avenue

       

      New York,
New York 10022

       

      WELLS
FARGO SECURITIES, LLC

      301 S.
College Street, DC6

      Charlotte,
North Carolina 28211

      


      CREDIT
SUISSE SECURITIES (USA) LLC

      2121
Avenue of the Stars, 32nd
Floor

      Los
Angeles, CA 90007

      


       

      Ladies
and Gentlemen:

       

      Peninsula
Gaming, LLC, a Delaware limited liability company (the “Company”), Peninsula Gaming
Corp., a Delaware corporation (“PGC” and, together with the
Company, the “Issuers”),
and the Guarantors listed on the signature pages hereto under the heading
“Guarantors,” are issuing and selling to Jefferies & Company, Inc., Wells
Fargo Securities, LLC and Credit Suisse Securities (USA) LLC (the “Initial Purchasers”), upon the
terms set forth in a purchase agreement, dated as of July 28, 2009 (the “Purchase Agreement”), by and
among the Initial Purchasers, the Issuers and the Guarantors listed on the
signature pages hereto under the heading “Guarantors,” $240,000,000 aggregate
principal amount of the Issuers’ 8.375% Senior Secured Notes due 2015, including
the Secured Note Guarantees (as defined below) (the “Secured Notes”) and
$305,000,000 aggregate principal amount of the Issuers’ 10.750% Senior Unsecured
Notes due 2017, including the Unsecured Note Guarantees (as defined below) (the
“Unsecured Notes” and
together with the Secured Notes, the “Notes”).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      As an
inducement to the Initial Purchasers to enter into the Purchase Agreement, each
of the Issuers and the Guarantors 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 and defined in the Purchase Agreement 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.

       

      Affiliate:  Shall
have the meaning specified in Rule 405 under the Securities Act, and for
purposes of this definition, the terms “control” and “controlling” shall have
the meanings correlative thereto.

       

      Agreement:  This
Registration Rights Agreement dated as of the Closing Date.

       

      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 are authorized or obligated by law, regulation or executive
order to be closed.

       

      Closing
Date:  August 6, 2009.

       

      controlling
person:  See Section 8(a).

       

      DTC:  See Section
6(i).

       

      Effectiveness
Date:  The 270th day following the Closing Date, provided, however, that if
the Effectiveness Date would otherwise fall on a day that is not a Business Day,
then the Effectiveness Date shall be the next succeeding Business
Day.

       

      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.

       

      
        
          
          

        

        
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      Exchange Offer:  See
Section 2(a).

       

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

       

      Exchange
Securities:  The Secured Exchange Securities and the Unsecured
Exchange Securities.

       

      Filing Date:  The
180th day following the Closing Date; provided, however, that if the Filing Date
would otherwise fall on a day that is not a Business Day, then the Filing Date
shall be the next succeeding Business Day. 

       

      FINRA:  The
Financial Industry Regulatory Authority, Inc.

       

      Guarantees:  The
Secured Note Guarantees and the Unsecured Note Guarantees.

       

      Guarantor:  Each
subsidiary of either of the Issuers that has executed or in the future executes
a Guarantee in accordance with the Indentures.

       

      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).

       

      Indentures:  The
Secured Note Indenture and the Unsecured Note Indenture.

       

      Initial Shelf
Registration:  See Section 3(a).

       

      Losses:  See Section
8(a).

       

      Maximum Contribution
Amount:  See Section 8(d).

       

      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.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      Private
Exchange:  The Private Secured Exchange and the Private
Unsecured Exchange.

       

      Private Exchange
Securities:  The Private Secured Exchange Securities and the
Private Unsecured Exchange Securities.

       

      Private Secured
Exchange:  See Section 2(g).

       

      Private Secured Exchange
Securities:  See Section 2(g).

       

      Private Unsecured
Exchange:  See Section 2(h).

       

      Private Unsecured Exchange
Securities:  See Section 2(h).

       

      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:  The Notes (together with the Guarantees);
provided, however, that any such security shall cease to be a Registrable
Security when (i) it has been exchanged for an Exchange Security in the
Exchange Offer as contemplated in Section 2(a) (provided, that any Exchange Security
that is included in a Prospectus for use in connection with resales by
Participating Broker-Dealers shall be deemed to be a Registrable Security with
respect to Sections 8 and 11 until resale of such Registrable Security has been
effected pursuant to a “Plan of Distribution” within the Applicable Period;
(ii) a Shelf Registration registering such security under the Securities
Act has been declared or becomes effective and such security has been sold or
otherwise transferred by the holder thereof pursuant to and in a manner
contemplated by such effective Shelf Registration;) (iii) such security is
sold pursuant to Rule 144 under the Securities Act under circumstances in
which any legend borne by such security relating to restrictions on
transferability thereof, under the Securities Act or otherwise, is removed by
the Issuers or pursuant to the Indentures; or (iv) such security shall
cease to be outstanding.

       

      Registration
Statement:  Any registration statement of the Issuers and the
Guarantors filed with the SEC under the Securities Act 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 (including post-effective
amendments), all exhibits thereto and all material incorporated by reference or
deemed to be incorporated by reference therein.

       

      
        
          
          

        

        
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      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.

       

      Secured Exchange
Securities:  The 8.375% Senior Secured Notes due 2015 of the
Issuers, including the guarantees thereof, substantially identical to the
Secured Notes and the Secured Note Guarantees, except (i) that such securities
shall have been registered pursuant to an effective
registration statement under the Securities Act, (ii) that such securities shall
not contain a restrictive legend
thereon, (iii) that such securities shall not contain provisions relating to the
accrual or payment of Liquidated Damages and (iv) as described in the first
sentence of Section 2(e). 

       

      Secured Notes:  As
defined in the preamble hereto.

       

      Secured Note
Guarantees:  The full and unconditional guarantee, on a senior
secured 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
Secured Notes.

       

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

       

      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.

       

      
        
          
          

        

        
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      Shelf Effectiveness
Date:  With respect to a Shelf Registration, the 90th day
after the filing of such Shelf Registration.

       

      Shelf Filing
Date:  With respect to a Shelf Registration, the 90th 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; provided, however, that if the
Shelf Filing Date would otherwise fall on a day that is not a Business Day, then
the Shelf Filing Date shall be the next succeeding Business
Day.  

       

      Shelf Notice:  See
Section 2(j).

       

      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 Indentures 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
Issuers are sold to an underwriter for reoffering to the public.

       

      Unsecured Exchange
Securities:  The 10.750% Senior Unsecured Notes due 2017 of the
Issuers, including the guarantees thereof, substantially identical to the
Unsecured Notes and the Unsecured Note Guarantees except (i) that such securities shall have been registered
pursuantto an effective registration statement under the Securites
Act, (ii) that such securities shall not contain a restrictive legend
thereon, (iii) that such securities shall not contain provisions relating
to the accrual or payment of Liquidated Damages and (iv) as described in the
first sentence of Section2(e). 

       

      Unsecured Notes:  As
defined in the preamble hereto.

       

      Unsecured Note
Guarantees:  The full and unconditional guarantee, on a senior
unsecured 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 Unsecured Notes.

       

      
        
          
          

        

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

       

      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 $0.20
per week per $1,000 principal amount of Registrable Securities.

       

      
        	
                2.  

              	
                Exchange
      Offer.

              


      

       

      (a) To the
extent not prohibited by applicable law, the Issuers 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 exchange any and all of the Secured Notes for a like principal amount
of Secured Exchange Securities and to exchange any and all of the Unsecured
Notes for a like principal amount of Unsecured Exchange Notes;

       

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

       

      (iii) 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, use their
respective commercially reasonable efforts to commence the Exchange Offer and
to, promptly, but in no event later than 60 days after the Exchange Offer
Registration Statement is declared effective, consum­mate the Exchange Offer
and issue Exchange Securities in exchange for all Notes validly tendered and not
withdrawn prior thereto in the Exchange Offer.

       

      
        
          
          

        

        
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      The
Exchange Offer shall not be subject to any conditions, other than (i) that the
Exchange Offer does not violate Applicable Law or any applicable interpretation
of the staff of the SEC, and (ii) no action or proceeding shall have been
instituted in any court or by any governmental agency which might materially
impair the ability of the Issuers or the Guarantors to proceed with the Exchange
Offer or, if required to be made pursuant to Section 2(g), the Private
Exchange.

       

      (b) The
Exchange Securities shall be issued under, and entitled to the benefits of, the
Secured Note Indenture or the Unsecured Note Indenture, as applicable, or a
trust indenture that is substantially identical to the Secured Note Indenture or
the Unsecured Note Indenture, as applicable (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 Issuers and the Guarantors
shall:

       

      (i) mail, or
cause to be mailed, to each Holder of record entitled to participate in the
Exchange Offer 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) use their
respective reasonable best efforts to keep the Exchange Offer open for not less
than 20 Business 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, in the City of New York;

       

      (iv) permit
Holders to withdraw tendered Notes at any time prior to 5:00 P.M., New York City
time, on the last Business Day on which the Exchange Offer shall remain open;
and

       

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

       

      (d) As soon
as practicable after the close of the Exchange Offer or the Private Exchange, as
the case may be, the Issuers and the Guarantors shall:

       

      (i) subject
to Section 2(j) hereof, accept for exchange all Notes validly tendered and not
validly withdrawn pursuant to the Exchange Offer and the Private Exchange, if
any;

       

      
        
          
          

        

        
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      (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, Secured
Exchange Securities or Unsecured Exchange Securities, as applicable, equal in
aggregate principal amount to the Secured Notes or Unsecured Notes, as
applicable, of such Holder so accepted for exchange; provided, that in the case
of any Secured Notes or Unsecured Notes, as applicable, held in global form
by a depositary, authentication and delivery to such depositary of one or more
replacement Secured Exchange Securities or Unsecured Exchange Securities, as
applicable, in global form in an equivalent principal amount thereto for the
account of such Holder in accordance with the Secured Note Indenture or the
Unsecured Note Indenture, as applcicable, shall satisfy such authentication and
delivery requirement.  

       

      (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
Issuers and the Guarantors shall include a “Plan of Distribution” section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that (i) any broker or dealer registered under the Exchange Act
that holds Notes that were acquired for its own account as a result of
market-making activities or other trading activities (other than Notes acquired
directly from the Issuers or any Affiliate of the Issuers) (a “Participating Broker-Dealer”)
may exchange such Notes pursuant to the Exchange Offer, however, such
Participating Broker-Dealer may be deemed to be an “underwriter” within the
meaning of the Securities Act and must, therefore, deliver a prospectus meeting
the requirements of the Securities Act in connection with its initial sale of
any Exchange Securities received by such Participating Broker-Dealer in the
Exchange Offer and (ii) the Prospectus contained in the Exchange Offer
Registration Statement may be used to satisfy such prospectus delivery
requirement.  Such “Plan of Distribution” section shall also contain
all other information with respect to such sales by such Participating
Broker-Dealers that the SEC may require in order to permit such sales pursuant
thereto, but such “Plan of Distribution” shall not name any such Participating
Broker-Dealer or disclose the amount of Notes held by any such Participating
Broker-Dealer, except to the extent required by the SEC.  See the
Shearman &
Sterling no-action letter (available July 2, 1993).  Such “Plan
of Distribution” section shall also allow, to the extent and in the manner
permitted by applicable policies and regulations of the SEC, the use of the
Prospectus by all other Persons subject to the prospectus delivery requirements
of the Securities Act.  The Issuers 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 in
order to permit such Prospectus to be lawfully delivered by all Participating
Broker-Dealers and other Persons subject to the prospectus delivery requirement
of the Securities Act for such period of time as such Participating
Broker-Dealers and Persons must comply with such requirements in order to resell
the Exchange Securities (the “Applicable
Period”).

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

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

       

      (h) If, prior
to consummation of the Exchange Offer, any Initial Purchaser holds any Unsecured
Notes acquired by it and having the status as an unsold allotment in the initial
distribution of the Unsecured Notes, the Issuers and the Guarantors shall, upon
the request of such Initial Purchaser, simultaneously with the delivery of the
Unsecured Exchange Securities in the Exchange Offer, issue (pursuant to the
Unsecured Note Indenture and subject to transfer restrictions thereon) and
deliver to such Initial Purchaser, in exchange for such Unsecured Notes held by
such Initial Purchaser (the “Private Unsecured Exchange”),
a like principal amount of debt securities of the Issuers, including guarantees
endorsed thereon (the "Private Unsecured
Exchange Securities"), that are substantially identical to the
Unsecured Exchange Securities except for the placement of a restrictive legend on
such Private Unsecured Exchange Securities.  The Private
Unsecured Exchange Securities shall be issued
pursuant to the Unsecured Note Indenture and shall bear the same
CUSIP number as the Unsecured Exchange Securities.

       

      
        
          
          

        

        
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      (i) Each
Person (including, without limitation, each Participating Broker-Dealer)
participating in the Exchange Offer will be required to represent to the Issuers
and the Guarantors in writing (which may be contained in the applicable letter
of transmittal) prior to consummation of the Exchange Offer that:  (i)
any Exchange Securities acquired by such Person in the Exchange Offer will be
acquired in its ordinary course of business; (ii) at the time of commencement
and at the time of consummation of the Exchange Offer, such Person had and will
have no arrangement or understanding with any other Person to partici­pate
in the distribution (within the meaning of the Securi­ties Act) of the
Exchange Securities to be received in the Exchange Offer in violation of the
Securities Act; (iii) if such Person is not a Participating Broker-Dealer, it is
not engaged in and does not intend to engage in, the distribution of the
Exchange Securities; (iv) if such Person is a Participating Broker-Dealer, (A)
it acquired the Notes for its own account as a result of market-making
activities or other trading activities, (B) it may be deemed to be a statutory
underwriter under the Securities Act and (C) will comply with the applicable
provisions of the Securities Act (including, without limitation, the prospectus
delivery requirements thereunder) in connection with any resale of Exchange
Securities to be received in the Exchange Offer in exchange for such Notes; and
(v) such Person is not an Affiliate of either of the Issuers or, if it is an
Affiliate of either of the Issuers, that it will comply with the registration
and prospectus delivery requirements of the Securities Act applicable to
it.  See the Exxon Holdings Capital
Corp. no-action letter (available May 13, 1988), the Morgan Stanley & Co.
Incorporated no-action letter (available June 5, 1991) and the Shearman &
Sterling no-action letter (available July 2, 1993).

       

      (j) If:  (i)
prior to the consummation of the Exchange Offer, either of the Issuers or the
Holders of a majority in aggregate principal amount of Registrable Securities
determines in its or their reasonable judgment that (A) the respective
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 180 days of the Closing Date for any reason; or (v) in the
case of (A) any Holder not permitted to participate in the Exchange Offer
(including any broker-dealer that holds Notes acquired directly from the Issuers
or any of their respective affiliates that is not permitted to participate in
the Exchange Offer), or (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 either of the Issuers) and, in each such case
contemplated by this clause (v), such Holder notifies the Issuers within six
months of consummation of the Exchange Offer, then the Issuers shall promptly
deliver to the Holders (or in the case of an occurrence of any event described
in clause (v) of this Section 2(j), to any such Holder) and the Trustee notice
thereof (the “Shelf
Notice”) and shall as promptly as practicable thereafter (but in no event
later than the Shelf Filing Date) file an Initial Shelf Registration pursuant to
Section 3.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
        	
                3.  

              	
                Shelf
      Registration.

              


      

       

      If a
Shelf Notice is required to be delivered pursuant to clause (i), (ii), (iii) or
(iv) of Section 2(j), 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 Issuers 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(j), provided that the relevant
Holder has duly notified the Issuers within six months of consummation of the
Exchange Offer as required by clause (v) of Section 2(j).

      


      (a) Initial Shelf
Registration.  The Issuers 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”).  If the Issuers and the Guarantors have not
filed an Exchange Offer Registration Statement, the Issuers and the Guarantors
shall file with the SEC the Initial Shelf Registration on or prior to the Filing
Date.  Otherwise, the Issuers and the Guarantors shall file with the
SEC the Initial Shelf Registration as promptly as practicable following the
delivery of the Shelf Notice, 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 Issuers
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 reasonable best efforts to cause the Initial Shelf
Registration to be declared effective under the Securities Act no later than the
Shelf Effectiveness Date and to keep the Initial Shelf Registration continuously
effective under the Securities Act until the date that is 12 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, or (ii) a Subsequent Shelf
Registration covering all of the Registrable Securities has been declared
effective under the Securities Act or (iii) there cease to be any outstanding
Registrable Securities.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      (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 Issuers 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 Issuers 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 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.

       

      
        	
                4.  

              	
                Liquidated
      Damages.

              


      

       

      (a) The
Issuers 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 Issuers and the Guarantors fail to fulfill their
respective obligations under Sections 2 and 3.  Accordingly, in the
event of such failure, the Issuers 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
obligated to make the Exchange Offer pursuant to this Agreement, if the Issuers
and the Guarantors have not exchanged Exchange Securities for all Notes validly
tendered in accordance with the terms of the Ex­change Offer within 60 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 Issuers and the
Guarantors fail to file such Initial Shelf Registration with the SEC on or prior
to Shelf Filing Date;

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      (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
shall either be withdrawn by the Issuers (other than a Blackout Period (as
defined below)) or shall become subject to an effective stop order issued
pursuant to Section 8(d) of the Securities Act suspending the effectiveness of
such Registration Statement without being succeeded within 45 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 Issuers shall pay, or cause to be paid (and the
Guarantors hereby guarantee the payment of), in addition to amounts otherwise
due under the applicable 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, it being
understood that the Issuers shall in no event be required to pay the Weekly
Liquidated Damages Amount for more than one Event at any given time; 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(j), 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 pursuant to clause (i), (ii) or (iii) of Section 2(j), 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 and not
withdrawn or (B) the Issuers deliver a Shelf Notice to the Holders and the
Trustee pursuant to clause (i), (ii) or (iii) of Section 2(j); 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.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      (b) The
Issuers shall notify the Trustee within five Business Days after each Event
Date.  The Issuers 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 Secured Note Indenture or the Unsecured Note Indenture,
as applicable.

       

      (c) Notwithstanding
anything to the contrary in this Agreement, upon notice to Holders of the Notes,
the Issuers may suspend use of the Prospectus included in any Initial Shelf
Registration Statement or Subsequent Shelf Registration Statement, as
applicable, in the event that, and for a period of time (a “Blackout Period”) not to
exceed an aggregate of 90 days in any 12-month period if the Issuers determine
in good faith that (1) the disclosure of an event, occurrence or other item at
such time could reasonably be expected to have a material adverse effect on the
business, operations or prospects of the Company and its subsidiaries, or (2)
the disclosure otherwise relates to a material business transaction which has
not been publicly disclosed and that any such disclosure would jeopardize the
success of the transaction or that disclosure of the transaction is prohibited
pursuant to the terms thereof.

       

      
        	
                5.  

              	
                Gaming
      Consents.

              


      

       

      Prior to
consummating the Exchange Offer or filing the Initial Shelf Registra­tion,
as the case may be, the Issuers and the Guarantors shall make or obtain all
Permits necessary in the Issuers’ reasonable judgment for the consummation of
the transactions contemplated hereby.

       

      
        	
                6.  

              	
                Registration
      Procedures.

              


      

       

      In
connection with the registration of any Securities pursuant to Section 2 or 3,
the Issuers 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 Issuers and the Guarantors
shall:

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      (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 Issuers shall notify the Holders of the Registrable Securities covered
by such Registration Statement, their Special Counsel (if the Issuers have been
notified of the identity of such Special Counsel), each Participating
Broker-Dealer, the managing underwriters, if any, and their counsel (if the
Issuers have been notified of the identity of such counsel) of such filing at
least five Business Days prior to making such filing, (B) if requested, the
Issuers 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 such financial and other information and books
and records of the Issuers and the Guarantors, as shall be reasonably 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
Issuers and the Guarantors shall use their respective reasonable best efforts to
cause the members, managers, officers, directors and employees of the Issuers
and the Guarantors, and counsel and independent certified public accountants of
the Issuers 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
Issuers and the Guarantors may require each Holder, and each of such Holder’s
agents and representatives to agree to keep confidential any non-public
information relating to the Issuers and the Guarantors received by such Holder
or such agent or representative and not to disclose such information (other than
to an affiliate or prospective purchaser who agrees 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 Issuers 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 Issuers’ notice of filing described above in this
Section 6(a).

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      (b) Provide
an indenture trustee for the Registrable Securities or the Exchange Securities,
as the case may be, and cause the Indentures (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 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 Issuers’ 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, unless such documents
or exhibits are publicly available), (iii) such 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 Issuers and the Guarantors
pursuant to Rule 424(b) under the Securities Act, in conformity with the
requirements of the Securities Act, and (iv) 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, unless such documents or exhibits are publicly available, as such
Person may reasonably request.  Subject to the last paragraph of this
Section 6, the Issuers 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.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      (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 (if the Issuers have been notified of the identity of such Special
Counsel), each Participating Broker-Dealer and the managing underwriters, if
any, promptly (but in any event within two 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 Issuers 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 Issuers 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 Issuers’ and the Guarantors’ reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate, and
(vii) of any written request by the SEC for post-effective amendments to the
Registration Statement or supplements to the Prospectus.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      (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
Issuers 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 Issuers and the
Guarantors; keep each such registration or qualification (or exemption
therefrom) 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
Issuers 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 reasonable 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 Issuers and the Guarantors have received notification
of such matters required by Applicable Law to be incorporated in such Prospectus
supplement or post-effective amendment.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      (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 each series of Securities covered by
a Registration Statement to be rated with the appropriate rating agencies, if
appropriate, and if so requested by the Holders of a majority in aggregate
principal amount of the respective series 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 commercially reasonable 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 Issuers are then
listed.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      (n) If a
Shelf Registration is filed pursuant to Section 3, enter into such agreements
(which, if such Shelf Registration is an Underwritten Offering, shall include an
underwriting agreement in form, scope and substance as is customary in
Underwritten Offerings) and take all such other reasonable actions in connection
therewith (including those reasonably requested by the managing underwriters, if
the offering is an Underwritten Offering, or the Holders of a majority in
aggregate principal amount of Registrable Securities being sold, if the offering
is not an Underwritten Offering) 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, if the offering is not an
Underwritten Offering, or the underwriters, if the offering is an Underwritten
Offering, with respect to the business of the Issuers 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
Issuers to underwriters in Underwritten Offerings of debt securities similar to
the Securities, and confirm the same if and when reason­ably requested; (ii)
obtain opinions of counsel to the Issuers and the Guarantors and updates thereof
(which counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the managing underwriters, if the offering is an Underwritten
Offering, or the Holders of a majority in aggregate principal amount of the
Registrable Securities being sold, if the offering is not an Underwritten
Offering, provided,
that with respect to the Holders of a majority in aggregate principal amount of
the Registrable Securities being sold, such opinion shall be deemed to be
reasonably satisfactory to such Holders if such Holders do not provide to the
Issuers written notice of their objection to such opinion within five Business
Days after their receipt of such opinion), addressed to each selling Holder and
each of the underwriters, if any, covering the matters customarily covered in
opinions requested in Underwritten Offerings of debt securities similar to the
Securities; (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 Issuers and the Guarantors (and, if necessary, any other
independent certified public accountants of any subsid­iary of the Issuers
or of any business acquired by the Issuers for which financial statements and
financial data are, or are required to be, included in the Registration
Statement), addressed to each selling Holder and each of the underwriters, if
any, such letters to be in customary form and covering matters of the type
customarily covered in “cold comfort” letters in connection with Underwritten
Offerings of debt securities similar to the Securities; 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, if the
offering is not an Underwritten Offering, or the managing under­writers, if
the offering is an Underwritten Offering, to evidence the continued validity of
the representations and warran­ties of the Issuers 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 Issuers and the
Guarantors.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      (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 Issuers after the effective date of
a Registration Statement, which statements shall cover said 12-month
periods.

       

      (p) Upon
consummation of an Exchange Offer or Private Exchange, obtain an opinion of
counsel to the Issuers and the Guarantors (in form, scope and substance
reasonably satisfactory to the Initial Purchaser), addressed to the Trustee for
the benefit of all Holders participating in the Exchange Offer or Private
Exchange, as the case may be, to the effect that (i) the Issuers and the
Guarantors have duly authorized, executed and delivered the Exchange Securities
or the Private Exchange Securities, as the case may be, and the Indentures, (ii)
the Exchange Securities or the Private Exchange Securities, as the case may be,
and the Indentures constitute legal, valid and binding obligations of the
Issuers and the Guarantors, enforceable against the Issuers and the Guarantors
in accordance with their respective terms and (iii) all obligations of the
Issuers and the Guarantors under the Secured Exchange Securities or the Private
Secured Exchange Securities, as the case may be, issued in exchange for the
Secured Notes, and the Secured Notes Indenture are secured by Liens (as defined
in the Secured Note Indenture) on the assets securing the obligations of the
Issuers and the Guarantors under the Secured Notes and the Secured Note
Indenture immediately prior to the consummation of such Exchange Offer or
Private Exchange, as the case may be, in the case of each of clauses (i), (ii)
and (iii), subject to customary exceptions, assumptions and
qualifications.

       

      (q) If an
Exchange Offer or Private Exchange is to be consummated, upon delivery of the
Registrable Securities by such Holders to the Issuers and the Guarantors (or to
such other Person as directed by the Issuers and the Guarantors) in exchange for
the Exchange Securities or the Private Exchange Securities, as the case may be,
the Issuers and the Guarantors shall request the Issuers’ exchange agent or
transfer agent to mark 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 that such Registrable
Securities not be marked as paid or otherwise satisfied.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      (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 FINRA.

       

      (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.

       

      The
Issuers and the Guarantors may require each selling Holder of Registrable
Securities as to which any registration is being effected (including, without
limitation, any Shelf Registration) to furnish to the Issuers and Guarantors in
writing such information regarding such selling Holder and the distribution of
such Registrable Securities as the Issuers or the Guarantors may, from time to
time, reasonably request, including the information specified in Item 507 or 508
of Regulation S-K, as applicable, under the Securities Act and any other
information regarding such selling Holder and the distribution of such
Registrable Securities required, in the opinion of counsel to the Issuers, under
the securities laws to be included in the Registration Statement (the “SEC Required
Information”).  The Issuers and the Guarantors may exclude from
any registration of Registrable Securities (including, without limitation, any
Shelf Registration) the Registrable Securities of any selling Holder who fails
to furnish to the Issuers, within 20 days after receipt of a written request
therefor, the SEC Required Information.  No such selling Holder shall
be entitled to liquidated damages pursuant to Section 4 unless and until such
selling Holder shall have provided the SEC Required Information.  Each
Holder whose Registrable Securities are to be included in a Shelf Registration
Statement agrees to promptly furnish to the Issuers all additional information
required to be disclosed in order to make the information previously furnished
to the Issuers by such Holder not materially misleading.

       

      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 Issuers 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 Issuers 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
the Issuers 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.

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      
        	
                7.  

              	
                Registration
      Expenses.

              


      

       

      (a) All fees
and expenses incident to the performance of or compliance with this Agreement by
the Issuers and the Guarantors shall be borne by the Issuers 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 FINRA 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);

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

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

       

      (iv) fees and
disbursements of counsel for the Issuers, 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 FINRA Rule 2720, but only
where the need for such a “quali­fied independent underwriter” arises due to
a relationship with the Issuers and the Guarantors;

       

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

       

      (viii) fees and
expenses of all other Persons, including special experts, retained by the
Issuers or the Guarantors; internal expenses of the Issuers 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
(if any) of the Securities to be registered on any securities
exchange.

       

      (b) The
Issuers and the Guarantors shall reimburse the Holders for the reasonable fees
and disbursements of not more than one counsel (in addition to one local counsel
for each appropriate jurisdiction) 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.

       

      
        	
                8.  

              	
                Indemnification.

              


      

       

      (a) Indemnification by the Issuers and
the Guarantors.  The Issuers 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


       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          
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, arising
out of or based upon any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, preliminary prospectus, Prospectus or
form of prospectus (including, without limitation any “issuer free writing
prospectus” as defined in Rule 433), 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 that
neither the Issuers nor the Guarantors shall be obligated to indemnify or hold
harmless any Person pursuant to this Section 8 for any Losses insofar as such
Losses arise out of or are based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such Registration Statement,
preliminary prospectus, Prospectus or form of prospectus (including, without
limitation any “issuer free writing prospectus” as defined in Rule 433), or in
any amendment or supplement thereto, in reliance upon or in conformity with
information relating to such Holder or Participating Broker-Dealer and
fur­nished in writing to the Issuers and the Guarantors by such Holder or
Participating Broker-Dealer expressly for use therein. The Issuers 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 (including,
without limitation any “issuer free writing prospectus” as defined in Rule 433),
or any amendment or supplement thereto, in which a Holder is participat­ing,
such Holder shall furnish to the Issuers and the Guarantors in writing such
information as the Issuers and the Guarantors reasonably request for use in
connec­tion with any such Registration Statement, preliminary prospectus,
Prospectus or form of prospectus (including, without limitation any “issuer free
writing prospectus” as defined in Rule 433), any amendment or supplement
thereto, and shall, severally and not jointly, without limitation as to time,
indemnify and hold harmless the Issuers and the Guarantors, their respective
members, managers, directors, officers, agents and employees, each controlling
person of the Issuers or any of the Guarantors and the members, managers,
directors, officers, partners, representatives, agents or employees of such
controlling persons, to the fullest extent 

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          
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
(including, without limitation any “issuer free writing prospectus” as defined
in Rule 433), 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 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
Issuers and the Guarantors expressly for use in any Registration Statement,
preliminary prospectus, Prospectus or form of prospectus (including, without
limitation any “issuer free writing prospectus” as defined in Rule 433), 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


       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          
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 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.

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

      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 Issuers’ 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 Issuers 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 comply with the
current public information requirements of 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.  Each of the
Issuers 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.  Upon the written request of any
Holder, each of the Issuers 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 Issuers to register any Securities pursuant to the Exchange
Act.

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      The fact
that Holders of Registrable Securities may become eligible to sell such
Registrable Securities pursuant to Rule 144 shall not (1) cause such Securities
to cease to be Registrable Securities or (2) excuse the Issuers’ and the
Guarantors’ obligations set forth in Sections 2 and 3 of this Agreement,
including, without limitation, the obligations in respect of an Exchange
Offer,  Initial Shelf Registration and Subsequent Shelf
Registration.

       

      
        	
                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 and shall be reasonably acceptable to the
Issuers.

       

      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 either of the Issuers 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 Secured Note
Indenture or Unsecured Note Indenture, as applicable, or, in the case of the
Initial Purchaser, 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 Issuers and the Guarantors agree that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by either of the Issuers 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 Issuers and
the Guarantors shall waive the defense that a remedy at law would be
adequate.

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

      (b) No Inconsistent
Agreements.  The Issuers 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.

       

      (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, without the written consent of (i) the Issuers and (ii) the 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 Issuers
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.  Notwithstanding the foregoing, the Issuers and the
Guarantors may amend, supplement or modify the Registration Rights Agreement
without the consent of any Holder as provided in Section 9.1 of each of the
Indentures.

       

      (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 of such Holder as set forth on the register
kept by the Registrar (as defined in each of the Indentures), with a copy to
Latham & Watkins LLP, 885 Third Avenue, New York, New York 10022, facsimile
number (212) 751-4864, Attention:  Ian Schuman, Esq.; and

       

      (ii) if to
either of the Issuers or any of the Guarantors, to Peninsula Gaming, LLC, 600
Star Brewery Drive, Suite 110, Dubuque, Iowa 52001, facsimile
number:  (563) 690-2190, Attention:  Natalie Schramm, or 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.

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

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

       

      (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.

       

      (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 August 6, 2009.   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.  EACH ISSUER, EACH GUARANTOR AND EACH INITIAL
PURCHASER 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 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.  EACH ISSUER, EACH GUARANTOR AND EACH 

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          
INITIAL
PURCHASER 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.  EACH
ISSUER, EACH GUARANTOR AND EACH INITIAL PURCHASER 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 SUCH ISSUER, SUCH GUARANTOR OR SUCH INITIAL PURCHASER, 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 ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
ANY OTHER PARTY TO THIS AGREEMENT 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
reasonable 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
Issuers 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) Securities Held By Either of the
Issuers or their Respective 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
either of the Issuers or their respective Affiliates (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]

       

      


       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

      


       

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

       

      


      
      

       

      
        	 	
                 Issuers:

              	 
	 	 	 
	 	 Peninsula
      Gaming, LLC	 
	 	 	 
	 By:	/s/
      Natalie Schramm	 
	 	Name:  Natalie
      A. Schramm	 
	 	Title:  Chief
      Financial Officer	 
	 	 	 
	 	Peninsula
      Gaming Corp.	 
	 	 	 
	 By:	 /s/ Natalie
      Schramm	 
	 	Name:  Natalie
      A. Schramm	 
	 	Title: Chief
      Financial Officer	 


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
      

       

      
        	 	 "Guarantors":	 
	 	 	 
	 	The Old Evangeline
      Downs, L.L.C.	 
	 	 	 
	 By:	/s/Natalie
      Schramm	 
	 	Name:  Natalie
      A. Schramm	 
	 	Title: Chief
      Financial Officer	 
	 	 	 
	
                 

                 

                By:

              	
                Diamond
      Jo, LLC

                 

                /s/Natalie Schramm

              	 
	 	
                Name:  Natale
      A. Schramm

                Title:  Chief Financial Officer

              	 
	 	 	 
	
                 

                 

                By:

              	
                Diamond
      Jo Worth, LLC

                 

                /s/Natalie Schramm

              	 
	 	
                Name:  Natalie
      A. Schramm

                Title: Chief Financial Officer

              	 
	 	 	 
	 	AB Casino
      Acquisition LLC	 
	 	 	 
	 By:	/s/Natale
      Schramm	 
	 	
                Name:  Natalie
      A. Schramm

                Title:  Chief Financial Officer

              	 


      

       

      


      



      
        
          
            


            


            


             

          

           


        

        
           


          
            

          

        

        
           


        

      



    
    

    ACCEPTED AND AGREED TO:

     

              Jefferies & Company, Inc.

    
      	 	 	 
	By: 	 /s/Christian
      Morris	 
	 	 Name:
      Christian Morris	 
	 	 Title: 
      Managing Director	 
	 	 	 
	 	 	 
	 	 Wells Fargo Securities, LLC	 
	 	 	 
	 By:	 /s/Jason S.
      Miller	 
	 	 Name: 
      Jason S. Miller	 
	 	 Title: 
      Director	 
	 	 	 
	 	 	 
	 	Credit
      Suisse Securities (USA) LLC	 
	 	 	 
	 By: 	 /s/Dean J.
      Decker	 
	 	Name:  Dean J.
      Decker	 
	 	Title: Managing
      Director