Exhibit 4.5


 


Registration Rights Agreement


 


 


Dated as of
December 3, 2003


 


 


by and among


 


 


Poster Financial
Group, Inc.,


 


 


the Guarantors
from time to time party hereto


 


 


and


 


 


Lehman Brothers
Inc.


 

















 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this “Agreement”) is made
and entered into as of December 3, 2003, by and among Poster Financial
Group, Inc., a Nevada corporation (the “Company”), the Guarantors (as defined herein) from time
to time party hereto and Lehman Brothers Inc. (the “Initial Purchaser”), who has agreed to
purchase the Company’s 8 3/4% Senior Secured Notes due 2011 (the “Notes”) pursuant to
the Purchase Agreement (as defined below).


 


This Agreement is made pursuant to the Purchase
Agreement, dated November 18, 2003 (the “Purchase Agreement”), by and between the
Company and the Initial Purchaser, which provides for the sale by the Company
to the Initial Purchaser of $155,000,000 aggregate principal amount of the
Notes.  The Notes and the Exchange Notes
(as defined herein) will be, upon the closing of the Acquisition (as defined
below), guaranteed on a senior secured basis by the Guarantors.  In order to induce the Initial Purchaser to
purchase the Notes, the Company has agreed to provide the registration rights
set forth in this Agreement.  The
execution and delivery of this Agreement is a condition to the obligations of
the Initial Purchaser set forth in Section 3 of the Purchase Agreement.


 


The parties hereby agree as follows:


 


SECTION 1.                                                     DEFINITIONS


 


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


 


Acquisition.  The purchase by the Company of all the issued and
outstanding shares of capital stock of GNLV, CORP. and GNL, CORP. pursuant to
the stock purchase agreement entered into on June 24, 2003 among the
Company, MGM MIRAGE, Mirage Resorts, Incorporated, GNLV, CORP., GNL, CORP. and
Golden Nugget Experience, LLC.


 


Acquisition
Date.  The date on which the Acquisition is
closed.


 


Additional Interest: 
As defined in Section 5(a) hereof.


 


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


 


Affiliate:  As defined in Rule 144 of the Securities Act.


 


Agreement: 
As defined in the preamble hereto.


 


Blackout Period: 
As defined in Section 5(a) hereof.


 


Blue Sky
Application:  As defined in Section 8(a) hereof.


 


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


 


Business Day:  Any day except a Saturday, Sunday or other day in the
City of New York or in the city of the corporate trust office of the Trustee on
which banks are authorized to close.


 


Closing Date: 
The date of this Agreement.


 


Commission: 
The U.S. Securities and Exchange Commission.


 


Company: 
As defined in the preamble hereto.


 


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


 


Damages Payment
Date:  With respect to the Notes, each Interest
Payment Date.


 


Effectiveness
Target Date:  As defined in Section 5(a) hereof.


 


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


 


Exchange Notes: 
The Company’s 8 3/4% Senior Secured Notes due 2011, together with the
related Guarantees, to be issued pursuant to the Indenture either: (i) in the
Exchange Offer or (ii) as contemplated by Section 4 hereof.


 


Exchange Offer: 
The registration by the Company and the Guarantors under the Securities
Act of the Exchange Notes on a Registration Statement pursuant to which the
Company and the Guarantors offer the Holders of all outstanding Transfer
Restricted Securities the opportunity to exchange all such outstanding Transfer
Restricted Securities held by such Holders for Exchange Notes in an aggregate
principal amount equal to the aggregate principal amount of the Transfer
Restricted Securities validly tendered and not withdrawn in such exchange offer
by such Holders.


 


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


 


Guarantees: 
Guarantees by the Guarantors of the Company’s obligations under the
Notes, the Exchange Notes and the Indenture.


 


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Guarantors: 
The subsidiaries of the Company that execute a Guarantee under the
Indenture after the date of this Agreement.


 


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


 


Indenture: 
The Indenture, dated as of the date hereof, between the Company and HSBC
Bank USA, as trustee (the “Trustee”), pursuant to which the Notes were, and the
Exchange Notes are to be, issued, as such Indenture may be amended or
supplemented from time to time in accordance with the terms thereof.


 


Initial Purchaser: 
As defined in the preamble hereto.


 


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


 


NASD: 
National Association of Securities Dealers, Inc.


 


Notes: 
As defined in the preamble hereto.


 


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


 


Prospectus: 
The prospectus included in a Registration Statement at the time such
Registration Statement is declared effective, as amended or supplemented by any
prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such
prospectus.


 


Purchase Agreement: 
As defined in the preamble hereto.


 


Record Holder: 
With respect to any Damages Payment Date relating to Notes, each Person
who is a Holder of Notes on the record date with respect to the Interest
Payment Date on which such Damages Payment Date shall occur.


 


Registrar: 
As defined in the Indenture.


 


Registration
Default:  As defined in Section 5(a) hereof.


 


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


 


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


 


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Shelf Registration
Period:  As defined in Section 4(a) hereof.


 


Shelf Registration
Statement:  As defined in Section 4(a) hereof.


 


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


 


Transfer Restricted
Securities:  Each Note or Exchange Note (including the
related Guarantees), as applicable, until the earliest to occur of (a) the
date on which such Note has been exchanged by a Person other than a
Broker-Dealer for an Exchange Note in the Exchange Offer, so long as such
Person is not prohibited from reselling such Exchange Notes to the public
without delivering a prospectus and the Prospectus contained in the Exchange
Offer Registration Statement is not appropriate or available for such purpose,
(b) following the exchange by a Broker-Dealer in the Exchange Offer of a
Note for an Exchange Note, the date on which that Exchange Note is sold to a
purchaser who receives from that Broker-Dealer on or prior to the date of such
sale a copy of the Prospectus contained in the Exchange Offer Registration
Statement, (c) the date on which such Note has been effectively registered
under the Securities Act and disposed of in accordance with a Shelf
Registration Statement, (d) the date on which such Note is eligible to be
distributed to the public pursuant to Rule 144 under the Securities Act or
(e) the date on which such Note or Exchange Note, as applicable, ceases to
be outstanding.


 


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


 


SECTION 2.                                                     SECURITIES
SUBJECT TO THIS AGREEMENT


 


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


 


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


 


SECTION 3.                                                     REGISTERED
EXCHANGE OFFER


 


(a)                                         Unless
the Exchange Offer shall not be permitted under applicable law or Commission
policy (after the procedures set forth in Section 6(a) below have been
complied with) or one of the events set forth in Section 4(a)(ii) has
occurred, the Company and the Guarantors shall (i) cause to be filed with the
Commission as soon as practicable after the Closing Date, but in no event later
than 60 days after the Acquisition Date, an Exchange Offer Registration
Statement under the Securities Act relating to the Exchange Notes and the
Exchange Offer, (ii) use their respective commercially reasonable efforts to
cause such Exchange Offer Registration Statement to be declared effective by
the Commission on or prior to 150 days after the Acquisition Date, (iii) in


 


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connection with
the foregoing, (A) file all pre-effective amendments to such Exchange Offer
Registration Statement as may be necessary in order to cause such Exchange
Offer Registration Statement to become effective, (B) file, if applicable, a
post-effective amendment to such Exchange Offer Registration Statement pursuant
to Rule 430A under the Securities Act and (C) cause all necessary filings, if
any, in connection with the registration and qualification of the Exchange
Notes to be made under the blue sky laws of such jurisdictions as are necessary
to permit Consummation of the Exchange Offer and (iv) upon the effectiveness of
such Exchange Offer Registration Statement, commence and Consummate the
Exchange Offer.  The Exchange Offer
Registration Statement shall be on the appropriate form permitting registration
of the Exchange Notes to be offered in exchange for the Transfer Restricted
Securities and permitting resales of Exchange Notes held by Broker-Dealers that
tendered into the Exchange Offer Transfer Restricted Securities that such
Broker-Dealer acquired for its own account as a result of market making
activities or other trading activities (other than Transfer Restricted
Securities acquired directly from the Company or any of its Affiliates) as
contemplated by Section 3(c) below.


 


(b)                                        The
Company and the Guarantors shall use their respective commercially reasonable
efforts to cause the Exchange Offer Registration Statement to be effective
continuously, and shall keep the Exchange Offer open for a period of not less
than the minimum period required under applicable U.S. federal and state
securities laws to Consummate the Exchange Offer; provided, however,
that in no event shall such period be less than 20 Business Days.  The Company and the Guarantors shall cause
the Exchange Offer to comply with all applicable U.S. federal and state
securities laws.  No securities other
than the Exchange Notes shall be included in the Exchange Offer Registration
Statement.  The Company and the
Guarantors shall use their respective commercially reasonable efforts to cause
the Exchange Offer to be Consummated within 30 Business Days, or longer if
required under applicable U.S. federal securities laws, after the date on which
the Exchange Offer Registration Statement was declared effective by the
Commission.


 


(c)                                        The
Company and the Guarantors shall indicate in a “Plan of Distribution”
section of the Prospectus contained in the Exchange Offer Registration
Statement that any Broker-Dealer who holds Notes that are Transfer Restricted
Securities and that were acquired for its own account as a result of
market-making activities or other trading activities (other than Transfer
Restricted Securities acquired directly from the Company or any Affiliate of
the Company), may exchange such Notes pursuant to the Exchange Offer; provided,
however,
that such Broker-Dealer may be deemed to be an “underwriter” within the meaning
of the Securities Act and must, therefore, deliver a Prospectus meeting the
requirements of the Securities Act in connection with any resales of the
Exchange Notes received by such Broker-Dealer in the Exchange Offer, which
Prospectus delivery requirement may be satisfied by the delivery by such
Broker-Dealer of the Prospectus contained in the Exchange Offer Registration
Statement.  Such “Plan of Distribution”
section shall also contain all other information with respect to such
resales by Broker-Dealers that the Commission may require in order to permit
such resales


 


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pursuant thereto,
but such “Plan of Distribution” shall not name any such Broker-Dealer or
disclose the amount of Notes held by any such Broker-Dealer except to the
extent required by the Commission.


 


(d)                                        The
Company and the Guarantors shall use their respective commercially reasonable
efforts to keep the Exchange Offer Registration Statement continuously
effective, supplemented and amended as required by the provisions of
Section 6(c) below to the extent necessary to ensure that it is available
for resales of Exchange Notes acquired by Broker-Dealers for their own accounts
as a result of market-making activities or other trading activities, and to
ensure that it conforms with the requirements of this Agreement, the Securities
Act and the policies, rules and regulations of the Commission as announced from
time to time, for a period of at least 90 days after the Consummation of the
Exchange Offer or such shorter period as will terminate when all Transfer
Restricted Securities covered by such Registration Statement have been sold
pursuant thereto.


 


(e)                                        The
Company and the Guarantors shall provide sufficient copies of the latest
version of such Prospectus to Broker-Dealers promptly upon request at any time
during such 90-day period in order to facilitate such resales.


 


SECTION 4.                                                     SHELF
REGISTRATION


 


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


 


(x)                                        use
their respective commercially reasonable efforts to cause to be filed a Registration
Statement pursuant to Rule 415 under the Securities Act, which may be an
amendment to the Exchange Offer Registration Statement if permitted by the
rules and regulations of the Commission (in either event, the “Shelf Registration Statement”)
(1) if the obligation arises under clause 4(a)(i) above, on or prior to
the 60th day after the Acquisition Date or (2) if the obligation arises under
clause 4(a)(ii) above, on or prior to the 30th day after the date on which the
Company receives notice from a Holder of Transfer Restricted Securities as
contemplated by clause (ii) of paragraph 4(a) above, which Shelf Registration
Statement shall provide for resales of Notes or of all Transfer


 


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Restricted Securities by the Holders which shall have
provided the information required pursuant to Section 4(b) hereof, as
applicable; and


 


(y)                                        use
their respective commercially reasonable efforts to cause such Shelf
Registration Statement to be declared effective by the Commission (1) if the
obligation arises under clause 4(a)(i) above, on or prior to the 150th day
after the Acquisition Date or (2) if the obligation arises under clause
4(a)(ii) above, on or prior to the 90th day after such obligation arises.


 


If, after the Company has filed an Exchange Offer
Registration Statement that satisfies the requirements of Section 3(a),
the Company is required to file and make effective a Shelf Registration
Statement solely because the Exchange Offer is not permitted by applicable law
or Commission policy (i.e., clause (a)(i) of this Section 4), then the
filing of the Exchange Offer Registration Statement shall be deemed to satisfy
the requirements of clause (x)(1) of this Section 4(a); provided,
however, that in such event, the Company shall remain obligated to
satisfy the requirements of clause (y)(1) of this Section 4(a).


 


Subject to Section 5(b), the Company and the
Guarantors shall use their respective commercially reasonable efforts to keep
such Shelf Registration Statement continuously effective, supplemented and
amended as required by the provisions of Sections 6(b) and (c) hereof to the
extent necessary to ensure that it is available for resales of Notes or
Exchange Notes by the Holders of Transfer Restricted Securities entitled to the
benefit of this Section 4(a), and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of
at least two years following the Closing Date or such shorter period that will
terminate when all Notes or Exchange Notes covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement (such
period being the “Shelf Registration
Period”).


 


(b)                                        Provision
by Holders of Certain Information in Connection with the Shelf Registration
Statement.  No Holder of Transfer
Restricted Securities may include any of its Transfer Restricted Securities in
any Shelf Registration Statement pursuant to this Agreement unless and until
such Holder furnishes to the Company in writing, within 20 days after receipt
of a request therefor, such information as the Company and the Guarantors may
reasonably request for use in connection with any Shelf Registration Statement
or Prospectus or preliminary Prospectus included therein.  No Holder of Transfer Restricted Securities
shall be entitled to Additional Interest pursuant to Section 5 hereof
unless and until such Holder shall have provided all such information within such
time period.  Each Holder as to which
any Shelf Registration Statement is being effected agrees to furnish promptly
to the Company all information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not materially
misleading.


 


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SECTION 5.                                                     ADDITIONAL
INTEREST


 


(a)                                         If
(i) any of the Registration Statements required by this Agreement are not filed
with the Commission on or prior to the date specified for such filing in
Sections 3(a) and 4(a), as applicable, (ii) any of such required Registration
Statements have not been declared effective by the Commission on or prior to
the date specified for such effectiveness in Sections 3(a) and 4(a), as applicable,
(each, an “Effectiveness Target
Date”), (iii) the Exchange Offer has not been Consummated within
30 Business Days, or longer if required under applicable U.S. federal
securities laws, after the date on which the Exchange Offer Registration
Statement was declared effective by the Commission or (iv) any Registration
Statement required by this Agreement is filed and declared effective but shall
thereafter cease to be effective or fail to be usable in connection with
resales of Transfer Restricted Securities during the periods specified in
Sections 3(b), 3(d) and 4(a), as applicable, without being succeeded
immediately by a post-effective amendment to such Registration Statement that
cures such failure and that is itself immediately declared effective (except as
permitted in Section 5(b), such period of time during which any such
Registration Statement is not effective or any such Registration Statement or
the related Prospectus is not usable being referred to as a “Blackout Period”)
(each such event referred to in clauses (i) through (iv), a “Registration Default”),
the Company and the Guarantors, jointly and severally, agree to pay additional
interest (“Additional Interest”)
to each Holder of Transfer Restricted Securities adversely affected by such
Registration Default, in an amount equal to 0.25% per annum with respect to the
first 90-day period (or portion thereof) immediately following the occurrence
of such Registration Default.  The
amount of Additional Interest shall increase by an additional 0.25% per annum
with respect to each subsequent 90-day period (or portion thereof) until all
Registration Defaults have been cured, up to a maximum amount of Additional
Interest for all Registration Defaults of 1.0% per annum.  All accrued Additional Interest shall be
paid to Record Holders by the Company and the Guarantors in the same manner as
interest is paid under the Notes. 
Following the cure of all Registration Defaults relating to any
particular Transfer Restricted Securities, the accrual of Additional Interest
with respect to such Transfer Restricted Securities will cease, and the
interest rate on the Transfer Restricted Securities will revert to the original
rate.  Additional Interest shall be
computed based on the actual number of days elapsed in each 90-day period in
which there is a Registration Default.


 


(b)                                        A
Registration Default referred to in Section 5(a)(iv) shall be deemed not
to have occurred and be continuing in relation to a Registration Statement or
the related Prospectus if (i) the Blackout Period has occurred solely as a
result of (x) the filing of a post-effective amendment to such Registration
Statement to incorporate annual audited financial information with respect to
the Company and the Guarantors where such post-effective amendment is not yet
effective and needs to be declared effective to permit Holders to use the
related Prospectus or (y) the occurrence of other material events with respect
to the Company and the Guarantors that would need to be described in such
Registration Statement or the related Prospectus and (ii) in the case of clause
(y), the Company and the Guarantors are proceeding promptly and in good faith
to amend or supplement (including by way of filing documents under the Exchange
Act which are incorporated by reference into the Registration Statement) such
Registration Statement


 


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and the related
Prospectus to describe such events; provided, however, that in any case if
such Blackout Period occurs for a continuous period in excess of 30 days, a
Registration Default shall be deemed to have occurred on the 31st day of such
Blackout Period, and Additional Interest shall be payable in accordance with
the above paragraph from the day such Registration Default occurs until such Registration
Default is cured or until the Company and the Guarantors are no longer required
pursuant to this Agreement to keep such Registration Statement effective or
such Registration Statement or the related Prospectus usable; provided
further,
however,
that in no event shall the total of all Blackout Periods exceed 45 days in the
aggregate of any 12-month period.


 


(c)                                        All
payment obligations of the Company and the Guarantors set forth in this
section that are outstanding with respect to any Transfer Restricted
Security at the time such security ceases to be a Transfer Restricted Security
shall survive until such time as all such payment obligations with respect to
such security shall have been satisfied in full.


 


SECTION 6.                                                     REGISTRATION
PROCEDURES


 


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


 


(i)                                           If,
following the date hereof there has been announced a change in Commission
policy with respect to exchange offers such as the Exchange Offer that, in the
reasonable opinion of counsel to the Company, raises a substantial question as
to whether the Exchange Offer is permitted by applicable law, the Company and the
Guarantors hereby agree to seek a no-action letter or other favorable decision
from the Commission allowing the Company and the Guarantors to Consummate the
Exchange Offer for such Transfer Restricted Securities.  The Company and the Guarantors hereby agree
to pursue the issuance of such a decision to the Commission staff level.  In connection with the foregoing, the
Company and the Guarantors hereby agree to take all such other actions as may
be requested by the Commission or otherwise required in connection with the
issuance of such decision, including without limitation (1) participating in
telephonic conferences with the Commission, (2) delivering to the Commission
staff an analysis prepared by counsel to the Company setting forth the legal
bases, if any, upon which such counsel has concluded that the Exchange Offer
should be permitted and (3) diligently pursuing a resolution (which need not be
favorable) by the Commission staff;


 


(ii)                                      As
a condition to its participation in the Exchange Offer, each Holder of Transfer
Restricted Securities (including, without limitation, any Holder who is a
Broker-Dealer) shall furnish, upon the request of the Company, 


 


10

















 


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


 


(iii)                                 Prior
to effectiveness of the Exchange Offer Registration Statement, the Company and
the Guarantors shall state to the Commission that the Company and the
Guarantors are registering the Exchange Offer in reliance on the position of
the Commission enunciated in Exxon Capital Holdings Corporation (available
May 13, 1988) and Morgan Stanley and Co., Inc. (available June 5, 1991),
as interpreted in the Commission’s letter to Shearman & Sterling dated
July 2, 1993, and shall represent to the Commission that neither the
Company nor any Guarantor has entered into any arrangement or understanding
with any Person to distribute the Exchange Notes to be received in the Exchange
Offer and that, to the best of the Company’s and each Guarantor’s information
and belief, each Holder participating in the Exchange Offer is acquiring the
Exchange Notes in its ordinary course of business and has no arrangement or
understanding with any Person to participate in the distribution of the
Exchange Notes received in the Exchange Offer; and


 


(iv)                                    The
Company and the Guarantors shall issue, upon the request of any Holder of Notes
covered by the Exchange Offer, Exchange Notes, having an aggregate principal
amount equal to the aggregate principal amount of Notes surrendered to the
Company by such Holder in exchange therefor; such Exchange Notes to be
registered in the name of such Holder or in the name of the


 


11

















 


purchaser(s) of such Exchange Notes, as the case may
be; in return, the Notes held by such Holder shall be surrendered to the
Company for cancellation.


 


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


 


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


 


(i)                                           use
their respective commercially reasonable efforts to keep such Registration
Statement continuously effective and provide all requisite financial statements
(including, if required by the Securities Act or any regulation thereunder,
financial statements of any Guarantors), unless such financial statements are
publicly available, for the period specified in Sections 3 or 4 of this
Agreement, as applicable; upon the occurrence of any event that would cause any
such Registration Statement or the Prospectus contained therein (A) to contain
a material misstatement or omission or (B) not to be effective and usable for
resale of Transfer Restricted Securities during the period required by this
Agreement, the Company and the Guarantors shall file promptly an appropriate
amendment to such Registration Statement, in the case of clause (A), correcting
any such misstatement or omission, and, in the case of either clause (A) or
(B), use their respective commercially reasonable efforts to cause such
amendment to be declared effective and such Registration Statement and the
related Prospectus to become usable for their intended purpose(s) as soon as
practicable thereafter.  Notwithstanding
the foregoing, the Company and the Guarantors may allow the Shelf Registration
Statement to cease to become effective and usable if (x) the board of directors
of the Company determines in good faith that it is in the best interests of the
Company not to disclose the existence of or facts surrounding any proposed or
pending material corporate transaction involving the Company or the Guarantors,
and the Company notifies the Holders within two Business Days after such board
of directors makes such determination or (y) the Prospectus contained in the
Shelf Registration Statement contains an untrue statement of a material fact or
omits to state a material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading; provided,
however,
that the two-year period referred to in Section 4(a)


 


12

















 


hereof during which the Shelf Registration Statement
is required to be effective and usable shall be extended by the number of days
during which such Shelf Registration Statement was not effective or usable
pursuant to the foregoing provisions; and provided further,  however,  that Additional Interest
shall accrue on the Notes as provided in Section 5 hereof;


 


(ii)                                      prepare
and file with the Commission such amendments and post-effective amendments to
such Registration Statement as may be necessary to keep such Registration
Statement effective for the applicable period set forth in Sections 3 or 4
hereof, as applicable; cause the Prospectus to be supplemented by any required
Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
under the Securities Act, and to comply fully with the applicable provisions of
Rules 424, 430A and 462 under the Securities Act in a timely manner; and comply
with the provisions of the Securities Act with respect to the disposition of
all securities covered by such Registration Statement during the applicable
period in accordance with the intended method or methods of distribution by the
sellers thereof set forth in such Registration Statement or supplement to the
Prospectus;


 


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


 


(iv)                                    use
their respective commercially reasonable efforts to cause the Transfer
Restricted Securities covered by such Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be
necessary to enable the seller or sellers thereof or the underwriter(s), if
any, to consummate the disposition of such Transfer Restricted Securities
subject to the proviso contained in clause (ix) of Section 6(d);


 


(v)                                         if
any fact or event contemplated by clause (d)(i)(D) below shall exist or have
occurred, prepare a supplement or post-effective amendment to such Registration
Statement or related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered
to the purchasers of Transfer Restricted Securities, the Prospectus will not
contain an untrue statement of a material fact or omit to state any material
fact necessary to make the statements made therein, in light of the
circumstances under which they were made, not misleading;


 


(vi)                                    provide
a CUSIP or ISIN number, as applicable, for all Transfer Restricted Securities
not later than the effective date of such Registration Statement and provide
the Trustee under the Indenture with printed certificates for


 


13

















 


the Transfer Restricted Securities which are in a form
eligible for deposit with the depositary;


 


(vii)                               cooperate
and assist in any filings required to be made with the NASD and in the
performance of any due diligence investigation by any underwriter (including
any “qualified independent underwriter”) that is required to be retained in
accordance with the rules and regulations of the NASD;


 


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


 


(ix)                                   cause
the Indenture to be qualified under the TIA not later than the effective date
of the first Registration Statement required by this Agreement, and, in
connection therewith, cooperate with the Trustee and the Holders of Notes and
Exchange Notes to effect such changes to the 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 commercially reasonable efforts to cause the
Trustee to execute, all documents that may be required to effect such changes
and all other forms and documents required to be filed with the Commission to
enable such Indenture to be so qualified in a timely manner; and


 


(x)                                        provide
promptly to any Holder upon such Holder’s written request each document filed
with the Commission pursuant to the requirements of Section 13 and
Section 15 of the Exchange Act to the extent such documents are not
otherwise filed with the Commission and available to the public free of cost.


 


(d)                                        Additional
Provisions Applicable to Shelf Registration Statements.  In connection with each Shelf Registration
Statement, during the Shelf Registration Period, the Company and the Guarantors
shall:


 


(i)                                           advise
the underwriter(s), if any, and selling Holders of Transfer Restricted
Securities promptly and, if requested by such Persons, to confirm such advice
in writing, (A) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to the Shelf
Registration Statement or any post-effective amendment thereto, when the same
has become effective, (B) of any request by the Commission for amendments to
the Shelf Registration Statement or amendments or supplements to the Prospectus
or for additional information relating thereto, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of the Shelf


 


14

















 


Registration Statement under the Securities Act, of
the suspension by any state securities commission of the qualification of the
Transfer Restricted Securities for offering or sale in any jurisdiction or of
the initiation of any proceeding for any of the preceding purposes and (D) of
the existence of any fact or the happening of any event that requires the
making of any additions to or changes in the Shelf Registration Statement or
the Prospectus in order that the Shelf Registration Statement and the
Prospectus do not contain an untrue statement of a material fact or omit to
state a material fact necessary to make the statements made therein, in light
of the circumstances under which they were made, not misleading.  If at any time the Commission shall issue
any stop order suspending the effectiveness of the Shelf Registration
Statement, or any U.S. state securities commission or other regulatory
authority shall issue an order suspending the qualification or exemption from
qualification of the Transfer Restricted Securities under U.S. state securities
or blue sky laws, the Company and the Guarantors shall use their respective
commercially reasonable efforts to obtain the withdrawal or lifting of such
order at the earliest possible time;


 


(ii)                                      if
requested in writing, furnish to each of the selling Holders of Transfer
Restricted Securities and each of the underwriter(s), if any, in connection
with such sale before filing with the Commission, copies of any Shelf
Registration Statement or any Prospectus included therein or any amendments or
supplements to any such Shelf Registration Statement or Prospectus (including
all documents incorporated by reference after the initial filing of such Shelf
Registration Statement), which documents will be subject to the review of such
Holders and underwriter(s), if any, for a period of at least three Business
Days, and the Company and the Guarantors will not file any such Shelf
Registration Statement or Prospectus or any amendment or supplement to any such
Shelf Registration Statement or Prospectus (including all such documents incorporated
by reference) if a selling Holder of Transfer Restricted Securities covered by
such Shelf Registration Statement or the underwriter(s), if any, shall not have
had an opportunity to review the Shelf Registration Statement as set forth
above; such Holders and underwriter(s) shall be deemed to have reasonably
objected to such filing if such Shelf Registration Statement, amendment,
Prospectus or supplement, as applicable, as proposed to be filed, contains an
untrue statement of a material fact or omits to state any material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, or fails to comply with the applicable
requirements of the Securities Act;


 


(iii)                                 upon
written request, provide copies of any document that is to be incorporated by
reference into a Shelf Registration Statement or Prospectus to the selling
Holders and to the underwriter(s), if any, and make the Company’s and the
Guarantors’ representatives available for discussion of such document and other
customary due diligence matters;


 


15

















 


(iv)                                    make
available for inspection at reasonable times at the Company’s principal place
of business by the selling Holders of Transfer Restricted Securities, any
underwriter participating in any disposition pursuant to such Shelf
Registration Statement, and any attorney or accountant retained by such selling
Holders or any of the underwriter(s) who shall certify to the Company and the
Guarantors that they have a current intention to sell Transfer Restricted
Securities pursuant to a Shelf Registration Statement, such relevant financial
and other records and pertinent corporate documents of the Company and the
Guarantors as reasonably requested and cause the Company’s and the Guarantors’
officers, directors and employees to respond to such inquiries as shall be
reasonably necessary, in the reasonable judgment of counsel to such Holders or
underwriter(s), if any, to conduct a reasonable investigation; provided,
however,
that the foregoing inspection and information gathering shall be coordinated on
behalf of the selling Holders by one counsel designated by and on behalf of
such Holders; and provided  further, however, that each such
party shall be required to maintain in confidence and not disclose to any other
Person any information or records reasonably designated by the Company and the
Guarantors in writing as being confidential, until such time as (A) such
information becomes a matter of public record (whether by virtue of its
inclusion in such Shelf Registration Statement or otherwise), (B) such Person
shall be required so to disclose such information pursuant to a subpoena or
order of any court or other governmental agency or body having jurisdiction
over the matter (subject to the requirements of such order, and only after such
Person shall have given the Company and the Guarantors prompt prior written
notice of such requirement) or (C) such information is required to be set forth
in such Shelf Registration Statement or the Prospectus included therein or in
an amendment to such Shelf Registration Statement or an amendment or supplement
to such Prospectus in order that such Shelf Registration Statement, Prospectus,
amendment or supplement, as the case may be, does not contain an untrue
statement of a material fact or omit to state therein a material fact required
to be stated therein or necessary to make the statements made therein, in light
of the circumstances under which they were made, not misleading;


 


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


 


16

















 


notified of the matters to be incorporated in such
Prospectus supplement or post-effective amendment; provided, however,
that the Company and the Guarantors shall not be required to take any action
pursuant to this Section 6(d)(v) that would, in the opinion of counsel for
the Company and the Guarantors reasonably satisfactory to the Initial
Purchaser, violate applicable law;


 


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


 


(vii)                               furnish
to each selling Holder of Transfer Restricted Securities and each of
the underwriter(s), if any, without charge, at least one copy of the
Registration Statement, as first filed with the Commission, and of each
amendment thereto, including all documents incorporated by reference therein
and all exhibits (including exhibits incorporated therein by reference) to the
extent such documents are not otherwise filed with the Commission and available
to the public free of cost (other than portions of agreements and other
documents, if any, that were granted confidential treatment by the Commission);


 


(viii)                          enter
into an underwriting agreement, and make such representations and warranties,
and take all such other actions in connection therewith in order to expedite or
facilitate the disposition of the Transfer Restricted Securities pursuant to
any Shelf Registration Statement contemplated by this Agreement, all to such
extent as may be reasonably requested by any Holder or Holders of Transfer
Restricted Securities who hold at least 25% in aggregate principal amount of
such class of Transfer Restricted Securities; provided, however,
that the Company and the Guarantors shall not be required to enter into any
such agreement more than once with respect to all of the Transfer Restricted
Securities and may delay entering into such agreement if the boards of
directors of the Company and each of the Guarantors determine in good faith
that it is in the best interests of the Company and the Guarantors not to
disclose the existence of or facts surrounding any proposed or pending material
corporate transaction involving the Company and the Guarantors; and in
connection with an Underwritten Registration, the Company and the Guarantors
shall:


 


(A)                                     furnish
(or in the case of paragraphs (2) and (3) of this Section 6(d)(viii)(A),
use their commercially reasonable efforts to cause to be furnished) to the
Holders of Transfer Restricted Securities who hold at least 25% in aggregate
principal amount of such class of Transfer Restricted Securities and each
underwriter, if any, in such substance and scope as they may reasonably


 


17

















 


request and as are customarily made in connection with
an offering of debt securities pursuant to a Shelf Registration Statement upon
the effective date of the Shelf Registration Statement (and if such Shelf
Registration Statement contemplates an Underwritten Offering of Transfer
Restricted Securities upon the date of the closing of such Underwritten
Offering):


 


(1)                                       a
certificate, dated the date of effectiveness of the Shelf Registration
Statement signed by (y) the respective chief executive officer, president or
any vice president and (z) a principal financial officer of the Company and
each of the Guarantors confirming, as of the date thereof, the matters of the
type set forth in Section 7(m)(i)(B), (C) and (D) of the Purchase
Agreement and such other similar matters as such parties may reasonably
request;


 


(2)                                       an
opinion, dated the date of effectiveness of such Shelf Registration Statement,
of securities counsel for the Company covering matters similar to those set
forth in Section 7(d) of the Purchase Agreement and such other matters as
such parties may reasonably request, and in any event including a statement to
the effect that such counsel has participated in conferences with officers and
other representatives of the Company and the Guarantors, representatives of the
independent public accountants for the Company and the Guarantors, the
underwriter(s)’ representatives and the underwriter(s)’ counsel in connection
with the preparation of such Shelf Registration Statement and the related
Prospectus and related matters, although such counsel has not made any
independent check or verification of the accuracy, completeness or fairness of
such statements in such Shelf Registration Statement; and that such counsel
advises that, on the basis of the foregoing, such counsel’s work in connection
with this work did not disclose information that has caused such counsel to
believe that the Shelf Registration Statement, at the time such Shelf
Registration Statement or any post-effective amendment thereto became
effective, contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, or that the Prospectus contained in such Shelf Registration
Statement as of its date contained an untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading.  Such counsel may state
further that such counsel expresses no view with respect to, assumes no
responsibility for, and has not independently verified, the accuracy,
completeness or fairness of the financial statements, notes and schedules, the
financial projections and other financial, statistical and accounting data
included or incorporated by reference in the Shelf Registration Statement or
the related Prospectus; and


 


18

















 


(3)                                       a
customary comfort letter, dated as of the date of effectiveness of the Shelf
Registration Statement from the Company’s independent accountants, in the
customary form and covering matters of the type customarily covered in comfort
letters to underwriters in connection with primary underwritten offerings, and
affirming the matters set forth in the comfort letters delivered pursuant to Sections
7(j) and 7(k) of the Purchase Agreement;


 


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


 


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


 


(ix)                                   prior
to any public offering of Transfer Restricted Securities cooperate with the
selling Holders of Transfer Restricted Securities, the underwriter(s), if any,
and their respective counsel in connection with the registration and
qualification of the Transfer Restricted Securities under the securities or
blue sky laws of such jurisdictions as the selling Holders of Transfer
Restricted Securities or underwriter(s), if any, may reasonably request and do
any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Transfer Restricted Securities covered
by the Shelf Registration Statement; provided, however, that the Company
and the Guarantors shall not be obligated to register or qualify as a foreign
corporation or limited liability company, as the case may be, in any
jurisdiction in which they are not now so qualified or to take any action that
would subject them to general consent to service of process, other than as to
matters and transactions relating to the Shelf Registration Statement, in any
jurisdiction where they are not now so subject.


 


(e)                                        Each
Holder agrees by acquisition of a Transfer Restricted Security that, upon
receipt of any notice from the Company and the Guarantors of the existence of
any fact of the kind described in Section 6(d)(i) hereof, such Holder will
forthwith discontinue disposition of Transfer Restricted Securities pursuant to
the Shelf Registration Statement until such Holder’s receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 6(d)(vi)
hereof, or until it is advised in writing (the “Advice”) by the Company and the Guarantors
that the use of the Prospectus may be resumed, and has received copies of any
additional or supplemental filings that are incorporated by reference in the
Prospectus.  If so directed by the
Company and the Guarantors, each Holder will deliver to the Company (at the
Company’s and the Guarantors’ expense) all copies, other than permanent file
copies then in such Holder’s possession, of the Prospectus covering such
Transfer Restricted Securities that was


 


19

















 


current at the time of
receipt of such notice.  In the event
the Company and the Guarantors shall give any such notice, the time period
regarding the effectiveness of such Shelf Registration Statement set forth in
Section 4 hereof, as applicable, shall be extended by the number of days
during the period from and including the date of the giving of such notice
pursuant to Section 6(d)(i) hereof to and including the date when
each selling Holder covered by such Shelf Registration Statement shall have
received the copies of the supplemented or amended Prospectus contemplated by
Section 6(d)(vi) hereof or shall have received the Advice.


 


(f)                                          The
Company and the Guarantors may require each Holder of Transfer Restricted
Securities as to which any registration is being effected to furnish to the
Company and the Guarantors such information regarding such Holder and such
Holder’s intended method of distribution of the applicable Transfer Restricted
Securities as the Company and the Guarantors may from time to time reasonably
request in writing, but only to the extent that such information is required in
order to comply with the Securities Act. 
Each such Holder agrees to notify the Company and the Guarantors as
promptly as practicable of (i) any inaccuracy or change in information
previously furnished by such Holder to the Company and the Guarantors or (ii)
the occurrence of any event, in either case, as a result of which any
Prospectus relating to such registration contains or would contain an untrue
statement of a material fact regarding such Holder or such Holder’s intended
method of distribution of the applicable Transfer Restricted Securities or
omits to state any material fact regarding such Holder or such Holder’s
intended method of distribution of the applicable Transfer Restricted Securities
required to be stated therein or necessary to make the statements made therein,
in light of the circumstances under which they were made, not misleading and
promptly to furnish to the Company and the Guarantors any additional
information required to correct and update any previously furnished information
or required so that such Prospectus shall not contain, with respect to such
Holder or the distribution of the applicable Transfer Restricted Securities 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.


 


SECTION 7.                                                                 REGISTRATION
EXPENSES


 


(a)                                         All
expenses incident to the Company’s and the Guarantors’ performance of or
compliance with this Agreement will be borne by the Company and the Guarantors
regardless of whether a Registration Statement becomes effective, including
without limitation and as applicable: 
(i) all Commission, securities exchange or NASD registration and filing
fees and expenses (including filings made by the Initial Purchaser, any Holder
or any underwriter with the NASD (and, if applicable, the fees and expenses of
any “qualified independent underwriter” and its counsel that may be required by
the rules and regulations of the NASD)); (ii) all fees and expenses of
compliance with U.S. federal securities and state blue sky or securities laws
and compliance with the rules of the NASD (including reasonable fees and
disbursements of one counsel for Holders in connection with blue sky and/or
NASD qualification of the Exchange Notes); (iii) all expenses of printing
(including printing certificates for the Exchange Notes to be issued


 


20

















 


in the Exchange Offer and
printing of Prospectuses), messenger and delivery services; (iv) all fees and
disbursements of counsel for the Company and the Guarantors; (v) all fees and
disbursements of independent certified public accountants of the Company and
the Guarantors (including the expenses of any special audit and comfort letters
required by or incident to such performance) and (vi) the reasonable fees and
disbursements of one counsel designated by the Holders of a majority in
principal amount of Transfer Restricted Securities covered by the Shelf
Registration Statement to act as counsel for the Holders of those Transfer
Restricted Securities in connection therewith.


 


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


 


(b)                                        Each
Holder of Transfer Restricted Securities will pay all underwriting discounts
and commissions, if any, and agency fees, commissions and transfer taxes, if
any, relating to the disposition of such Holder’s Transfer Restricted Securities
and the fees and disbursements of any counsel or other advisors or experts
retained by such Holder, other than the counsel and experts specifically
referred to in clause (a) above.


 


SECTION 8.                                                                 INDEMNIFICATION


 


(a)                                         The
Company and each Guarantor shall, jointly and severally, indemnify and hold
harmless each Holder of Transfer Restricted Securities, its directors, officers
and employees and each Person, if any, who controls any such Holders, within
the meaning of the Securities Act, from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof (including, but
not limited to, any loss, claim, damage, liability or action relating to
purchases, sales and registration of the Notes, the Guarantees and the Exchange
Notes), to which that Holder, director, officer, employee or controlling Person
may become subject, under the Securities Act or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon (i)
any untrue statement or alleged untrue statement of a material fact contained
(A) in any Registration Statement or preliminary Prospectus or Prospectus or in
any amendment or supplement thereto or (B) in any Blue Sky Application (as
defined below) or other document prepared or executed by the Company or any
Guarantor (or based upon any written information furnished by the Company or
any Guarantor) specifically for the purpose of qualifying any or all of the
Notes under the securities laws of any state or other jurisdiction (any such application,
document or information being hereinafter called a “Blue Sky Application”); or (ii) the omission
or alleged omission to state in any Registration Statement, preliminary
Prospectus or Prospectus, or in any amendment or supplement thereto, or in any
Blue Sky Application, any 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 shall reimburse each Holder and each
such director, officer, employee or controlling Person promptly upon demand for
any


 


21

















 


legal or other expenses
reasonably incurred by that Holder, director, officer, employee or controlling
Person in connection with investigating or defending or preparing to defend
against any such loss, claim, damage, liability or action as such expenses are
incurred; provided,
however,
that the Company and the Guarantors shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or action arises out of, or
is based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in any Registration Statement, preliminary Prospectus or
Prospectus, or in any such amendment or supplement, or in any Blue Sky
Application, in reliance upon and in conformity with written information
concerning such Holder furnished to the Company and the Guarantors by or on
behalf of such Holder specifically for inclusion therein; provided  further, however,
that with respect to any such untrue statement or omission made in any
preliminary Prospectus or Prospectus, the indemnity agreement contained in this
Section 8(a) shall not inure to the benefit of the Holder from whom the
Person asserting any such losses, claims, damages or liabilities purchased the
Notes, Guarantees or Exchange Notes concerned if, to the extent that such sale
was a sale by the Holder and any such loss, claim, damage or liability of such
Holder is a result of the fact that both (A) a copy of the Prospectus (or the
Prospectus as then amended or supplemented) was not sent or given to such
Person at or prior to written confirmation of the sale of such Notes or
Exchange Notes to such Person and (B) the untrue statement or omission in the preliminary
Prospectus or Prospectus was corrected in the Prospectus (or the Prospectus as
then amended or supplemented), unless the failure to deliver the Prospectus was
a result of noncompliance by the Company and the Guarantors with
Section 6(d)(vi) hereof.  The
foregoing indemnity agreement is in addition to any liability which the Company
and the Guarantors may otherwise have to any Holder or to any director,
officer, employee or controlling Person of that Holder.


 


(b)                                        Each
Holder, severally and not jointly, shall indemnify and hold harmless each of
the Company, each of the Guarantors, their respective directors, officers,
employees and each Person, if any, who controls either of the Company or any of
the Guarantors within the meaning of the Securities Act, from and against any
loss, claim, damage or liability, joint or several, or any action in respect
thereof, to which the Company, any of the Guarantors or any such director,
officer, employee or controlling Person may become subject, under the Securities
Act or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained (A) in any Registration Statement,
preliminary Prospectus or Prospectus, or in any amendment or supplement thereto
or (B) in any Blue Sky Application or (ii) the omission or alleged omission to
state in any Registration Statement, preliminary Prospectus or Prospectus, or
in any amendment or supplement thereto, or in any Blue Sky Application any
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, but in each case only to the extent that the untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance upon and
in conformity with written information concerning such Holder furnished to the
Company and the Guarantors by or on behalf of that Holder specifically for
inclusion therein, and shall reimburse the Company, each of


 


22

















 


the Guarantors and each
such director, officer, employee or controlling Person for any legal or other
expenses reasonably incurred by the Company, each such Guarantor or each such
director, officer, employee or controlling Person in connection with
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action as such expenses are incurred.  The foregoing indemnity agreement is in
addition to any liability which any Holder may otherwise have to the Company,
any of the Guarantors or any such director, officer, employee or controlling
Person.


 


(c)                                        Promptly
after receipt by an indemnified party under this Section 8 of notice of
any claim or the commencement of any action, the indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under
this Section 8, notify the indemnifying party in writing of the claim or
the commencement of that action; provided, however, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have under this Section 8 except to the extent it has been materially
prejudiced by such failure; and provided  further, however, that the failure
to notify the indemnifying party shall not relieve it from any liability which
it may have to an indemnified party otherwise than under this
Section 8.  If any such claim or
action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party.  After notice from the indemnifying party to
the indemnified party of its election to assume the defense of such claim or
action, the indemnifying party shall not be liable to the indemnified party
under this Section 8 for any legal or other expenses subsequently incurred
by the indemnified party in connection with the defense thereof other than
reasonable costs of investigation; provided, however, that the
indemnified party shall have the right to employ counsel to represent all
indemnified parties who may be subject to liability arising out of any claim in
respect of which indemnity may be sought by the indemnified parties against the
indemnifying parties under this Section 8 if, (i) the employment of such
counsel has been specifically authorized by the indemnifying party in writing
in connection with the defense of such action, (ii) such indemnified party
shall have been advised by its counsel that there may be one or more legal
defenses available to it which are different from or additional to those
available to the indemnifying party and in the reasonable judgment of its
counsel it is advisable for such indemnified party to employ separate counsel
or (iii) the indemnifying party has failed to assume the defense of such action
and employ counsel reasonably satisfactory to the indemnified party, in which
case, if such indemnified party notifies the indemnifying party in writing that
it elects to employ separate counsel at the expense of the indemnifying party,
the indemnifying party shall not, in connection with any one such action or
separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) at any time for all such indemnified parties,
which firm shall be designated in writing by (x) Lehman Brothers Inc. if the
indemnified parties under this Section 8 consist of the Initial Purchaser
or any of its directors, officers, employees or controlling Persons or (y) by
the


 


23

















 


Company, if the
indemnified parties under this Section 8 consist of any of the Company,
any of the Guarantors or any of their respective directors, officers, employees
or controlling Persons.  No indemnifying
party shall (i) without the prior written consent of the indemnified parties
(which consent shall not be unreasonably withheld), settle or compromise or
consent to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties
are actual or potential parties to such claim or action) unless such
settlement, compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim, action, suit or
proceeding and does not include any findings of fact or admissions of fault or
culpability as to the indemnified party or (ii) be liable for any settlement of
any such action effected without its written consent (which consent shall not
be unreasonably withheld), but if settled with the written consent of the
indemnifying party or if there be a final judgment of the plaintiff in any such
action, the indemnifying party agrees to indemnify and hold harmless any
indemnified party from and against any loss or liability by reason of such
settlement or judgment.


 


(d)                                        If
the indemnification provided for in this Section 8 shall for any reason be
unavailable to or insufficient to hold harmless an indemnified party under
Section 8(a) or 8(b) in respect of any loss, claim, damage or liability,
or any action in respect thereof, referred to therein, then each indemnifying
party shall, in lieu of indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a result of such loss,
claim, damage or liability, or action in respect thereof, (i) in such
proportion as shall be appropriate to reflect the relative benefits received by
the Company and the Guarantors, on the one hand, and the Holders, on the other
hand, from the sale of the Transfer Restricted 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 Company and
the Guarantors, on the one hand, and the Holders, on the other hand, with
respect to the statements or omissions which resulted in such loss, claim,
damage or liability, or action in respect thereof, as well as any other
relevant equitable considerations.  The
relative fault shall be determined by reference to whether the untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company or any of
the Guarantors, on the one hand, or the Holders, on the other hand, the intent
of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such statement or omission.  The Company, the Guarantors and the Holders
agree that it would not be just and equitable if contributions pursuant to this
Section 8(d) were to be determined by pro rata allocation (even if the
Holders were treated as one entity for such purpose) or by any other method of
allocation which does not take into account the equitable considerations
referred to herein.  The amount paid or
payable by an indemnified party as a result of the loss, claim, damage or
liability, or action in respect thereof, referred to above in this
Section 8(d) shall be deemed to include, for purposes of this Section 8(d),
any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending or preparing to defend any such


 


24

















 


action or claim.  Notwithstanding the provisions of this
Section 8(d), no Holder shall be required to contribute any amount in
excess of the amount by which the net proceeds received by it in connection
with its sale of Notes exceeds the amount of any damages which such Holder has
otherwise paid or become liable to pay by reason of the 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 as provided in this Section 8(d) are several and
not joint.


 


SECTION 9.                                                                 RULE
144A AND RULE 144


 


The Company and each Guarantor hereby agree with each
Holder of Transfer Restricted Securities, during any period in which the
Company or such Guarantor (i) is not subject to Section 13 or 15(d) of the
Exchange Act within the two-year period following the Closing Date, to make
available to any Holder or beneficial owner of Transfer Restricted Securities,
in connection with any sale thereof and any prospective purchaser of such
Transfer Restricted Securities from such Holder or beneficial owner, the
information required by Rule 144A(d)(4) under the Securities Act in order to
permit resales of such Transfer Restricted Securities pursuant to Rule 144A and
(ii) is subject to Section 13 or 15(d) of the Exchange Act, to make all
filings required thereby in a timely manner in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144.


 


SECTION 10.                                                        PARTICIPATION
IN UNDERWRITTEN REGISTRATIONS


 


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


 


SECTION 11.                                                        SELECTION
OF UNDERWRITERS


 


Subject to Section 6(d)(i), the Holders of
Transfer Restricted Securities covered by the Shelf Registration Statement who
desire to do so may sell such Transfer Restricted Securities in an Underwritten
Offering at such Holders’ expense.  In
any such Underwritten Offering, the investment banker or investment bankers and
manager or managers that will administer the offering will be selected by the
Holders of a majority in aggregate principal amount of the Transfer Restricted
Securities included in such offering; provided, however, that such
investment bankers and managers must be reasonably satisfactory to the Company
and the Guarantors.


 


25

















 


SECTION 12.                                                        ACQUIRED
BUSINESS TO BECOME A PARTY


 


The Company hereby agrees to cause GNLV, CORP., GNL,
CORP. and Golden Nugget Experience, LLC to become parties to this Agreement as
Guarantors upon the Acquisition Date by execution of the Guarantor Joinder
Agreement in the form attached hereto as Exhibit A.


 


SECTION 13.                                                        MISCELLANEOUS


 


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


 


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


 


(c)                                        Amendments
and Waivers.  The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to or departures from the provisions hereof may not be given unless the Company
and the Guarantors have obtained the written consent of Holders of a majority
of the outstanding principal amount of the Transfer Restricted Securities
affected by such amendment, modification, supplement, waiver or consent.  Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the
rights of Holders whose securities are being tendered pursuant to the Exchange
Offer and that does not affect directly or indirectly the rights of other
Holders whose securities are not being tendered pursuant to such Exchange Offer
may be given by the Holders of a majority of the outstanding principal amount
of Transfer Restricted Securities being tendered or registered.


 


(d)                                        Third
Party Beneficiary.  The Holders
shall be third party beneficiaries to the agreements made hereunder between the
Company and the Guarantors, on the one hand, and the Initial Purchaser, on the
other hand, and shall have the right to enforce such agreements directly to the
extent they may deem such enforcement necessary or advisable to protect their
rights or the rights of Holders hereunder.


 


26

















 


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


 


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


 


(ii)                                      if
to the Company or the Guarantors to:


 


Poster Financial Group, Inc.


2960 West Sahara Avenue, Suite 200


Las Vegas, Nevada 89102


Attention:  Timothy N. Poster


Fax:  (702) 367-6143


 


with a copy to:


 


Skadden,
Arps, Slate, Meagher & Flom LLP


Four
Times Square


New
York, New York 10036


Attention:  Phyllis G. Korff, Esq.


Fax:  (212) 735-2000


 


Any such notices and communications shall take effect
at the time of receipt thereof.  The
Company and the Guarantors shall be entitled to act and rely upon any notice or
communication given or made by the Initial Purchaser.


 


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


 


(f)                                          Successors
and Assigns.  This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties, including without limitation and without the need for an
express assignment, subsequent Holders; provided, however, that this Agreement
shall not inure to the benefit of or be binding upon a successor or assign of a
Holder unless and to the extent such successor or assign acquired Transfer
Restricted Securities from such Holder. 
If any transferee of any Holder shall acquire Transfer Restricted
Securities in any manner, whether by operation of law or otherwise, such
Transfer Restricted Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Transfer Restricted Securities,
such Person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement, including any
restrictions on resale set forth


 


27

















 


in this Agreement, the
Purchase Agreement and the Indenture, and such Person shall be entitled to
receive the benefits hereof.


 


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


 


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


 


(i)                                           Governing
Law.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED, IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CHOICE OF LAW THEREOF.


 


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


 


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


 


[Signature pages follow.]


 


28

















 


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


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  POSTER FINANCIAL
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy N.
  Poster

  	
   

  
	
   

  	
  Name: Timothy N.
  Poster

  
	
   

  	
  Title:   CEO

  



 

















 


	
  Accepted:

  
	
   

  
	
  LEHMAN BROTHERS
  INC.

  
	
   

  
	
  By:

  	
  /s/ Michael
  Goldberg

  	
   

  
	
  Name: Michael
  Goldberg

  
	
  Title: Managing
  Director

  



 

















 


Exhibit
A


 


FORM OF
GUARANTOR JOINDER AGREEMENT


 


THIS
GUARANTOR JOINDER AGREEMENT (this “Guarantor Joinder Agreement”) is entered into
effective as of
                          ,
             ,
by the persons set forth on the signature page attached hereto.


 


RECITALS


 


A.                                             Pursuant to Section 12 of the
Registration Rights Agreement, dated as of December 3, 2003 (the “Registration Rights Agreement”),
among Poster Financial Group, Inc., a Nevada corporation (the “Company”), the
Guarantors (as defined in the Registration Rights Agreement) from time to time
party thereto and Lehman Brothers Inc. (the “Initial Purchaser”), the Company agreed to
cause GNLV, CORP., a Nevada corporation (“GNLV”), GNL, CORP., a Nevada corporation (“GNL”), and Golden
Nugget Experience, LLC, a Nevada limited liability company (“GNE”), to become
parties to the Registration Rights Agreement as Guarantors upon the Acquisition
Date (as defined in the Registration Rights Agreement) by executing and
delivering to the Company a Guarantor Joinder Agreement; and


 


B.                                             GNLV,
GNL and GNE have each agreed to execute this Guarantor Joinder Agreement to
become parties to, and Guarantors under, the Registration Rights Agreement.


 


NOW,
THEREFORE, each of the undersigned agrees as follows:


 


1.            Registration Rights Agreement.  By executing this Guarantor Joinder
Agreement, each of the undersigned does hereby acknowledge the terms of, and
agrees to become a party to, and a Guarantor under, the Registration Rights
Agreement with the same force and effect as if originally named therein as a
Guarantor and, without limiting the generality of the foregoing, hereby
expressly assumes all obligations and liabilities of a Guarantor thereunder.


 


2.            GOVERNING LAW.  THIS GUARANTOR JOINDER AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED, IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE PRINCIPLES OF CHOICE OF LAW THEREOF.


 


[signature page
follows]


 

















 


IN
WITNESS WHEREOF, each of the undersigned has executed this Guarantor Joinder
Agreement as of the date set forth in the introductory paragraph hereof.


 


	
   

  	
  GNLV, CORP.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  GNL, CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  GOLDEN NUGGET
  EXPERIENCE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By: GNLV, CORP.,
  as Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: