Exhibit 4.5

                                                                  EXECUTION COPY










                          REGISTRATION RIGHTS AGREEMENT

                                  by and among

                               Vail Resorts, Inc.,
                           The Guarantors Named on the
                             Signature Pages Hereto


                                       and


                         Deutsche Banc Alex. Brown Inc.
                         Banc of America Securities LLC
                            Bear, Stearns & Co. Inc.
                            CIBC World Markets Corp.
                             Fleet Securities, Inc.



                          Dated as of November 21, 2001


<PAGE>



     This Registration Rights Agreement (this "Agreement") is made and entered
into as of November 21, 2001, by and among Vail Resorts, Inc., a Delaware
corporation (the "Issuer") and the Guarantors named on the Signature Pages
hereto (each a "Guarantor" and collectively, the "Guarantors"), on the one hand,
and the initial purchasers named on the Signature Pages hereto (each, an
"Initial Purchaser" and collectively, the "Initial Purchasers"), on the other
hand, who have each agreed to purchase a specified number of the Issuer's 8 3/4%
Senior Subordinated Notes due 2009 (the "Restricted Notes") pursuant to the
Purchase Agreement (as defined below).

     This Agreement is made pursuant to the Purchase Agreement, dated as of
November 16, 2001 (the "Purchase Agreement"), by and among the Issuer, the
Guarantors and the Initial Purchasers (i) for the benefit of the Issuer, the
Guarantors and the Initial Purchasers and (ii) for the benefit of the holders
from time to time of the Notes (including the Initial Purchasers). In order to
induce the Initial Purchasers to purchase the Restricted Notes, the Issuer and
the Guarantors have 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 Purchasers set forth in Section 8 of the Purchase
Agreement. Capitalized terms used herein and not otherwise defined shall have
the meaning assigned to them in the Indenture, dated November 21, 2001, between
the Company, the Guarantors and United States Trust Company of New York, as
Trustee, relating to the Restricted Notes and the Exchange Notes (the
"Indenture").

     The parties hereby agree as follows:


                             SECTION 1. DEFINITIONS

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

     Advice: As defined in Section 6 hereof.

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

     Broker-Dealer Transfer Restricted Securities: Exchange Notes that are
acquired by a Broker-Dealer in the Exchange Offer in exchange for Restricted
Notes that such Broker-Dealer acquired for its own account as a result of market
making activities or other trading activities (other than Restricted Notes
acquired directly from the Issuer or any of its affiliates).

     Closing Date: The date of this Agreement.

     Commission: The Securities and Exchange Commission.

     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
Registration Statement continuously effective and the keeping of the Exchange
Offer open for a period not less than the minimum period required pursuant to
Section 3(b) hereof, and (iii) the delivery by the Issuer to the Registrar under
the



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<PAGE>

Indenture of Exchange Notes in the same aggregate principal amount at maturity
as the aggregate principal amount at maturity of Restricted Notes that were
tendered by Holders thereof pursuant to the Exchange Offer.

     Effectiveness Target Date: As defined in Section 5.

     Exchange Act: The Securities Exchange Act of 1934, as amended.

     Exchange Notes: The 8 3/4% Senior Subordinated Notes due 2009, of the same
class under the Indenture as the Restricted Notes, to be issued to Holders in
exchange for Transfer Restricted Securities pursuant to this Agreement.

     Exchange Offer: The registration by the Issuer under the Securities Act of
the Exchange Notes pursuant to a Registration Statement pursuant to which the
Issuer offers 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 at maturity
equal to the aggregate principal amount at maturity of the Transfer Restricted
Securities tendered in such exchange offer by such Holders.

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

     Exempt Resales: The transactions in which an Initial Purchaser proposes to
sell the Restricted Notes to certain "qualified institutional buyers," as such
term is defined in Rule 144A under the Securities Act and to certain non-U.S.
persons outside the United States within the meaning of Regulation S under the
Securities Act.

     Guarantor: As defined in the preamble hereto.

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

     Indemnified Holder: As defined in Section 8(a) hereof.

     Indenture: As defined in the preamble hereto.

     Initial Purchaser(s): As defined in the preamble hereto.

     Initial Placement: The issuance and sale by the Issuer of the Restricted
Notes to the Initial Purchasers pursuant to the Purchase Agreement.

     Inspectors: As defined in Section 6(c)(vi).

     Interest Payment Date: As defined in the Notes.

     Issuer: As defined in the preamble hereto.

     Liquidated Damages: As defined in Section 5(a) hereof.



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<PAGE>

     NASD: National Association of Securities Dealers, Inc.

     Notes: The Restricted Notes and the Exchange Notes.

     Person: An individual, partnership, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof.

     Prospectus: The prospectus included in a Registration Statement, 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.

     Registration Default: As defined in Section 5 hereof.

     Registration Statement: Any registration statement of the Issuer and the
Guarantors relating to (a) an offering of Exchange Notes pursuant to the
Exchange Offer 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.

     Restricted Broker-Dealer: Any Broker-Dealer which holds Broker-Dealer
Transfer Restricted Securities.

     Restricted Notes: The 8 3/4% Senior Subordinated Notes due 2009 of the same
class under the Indenture as the Exchange Notes, for so long as such securities
constitute Transfer Restricted Securities.

     Securities Act: The Securities Act of 1933, as amended.

     Shelf Filing Deadline: As defined in Section 4(a) hereof.

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

     Suspension Notice: As defined in Section 6 hereof.

     TIA: The 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 until (i) 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, (ii) following the exchange by a broker-dealer in
the Exchange Offer of a Note for an Exchange Note, the date on which such
Exchange Note is sold to a purchaser who receives from such broker-dealer on or
prior to the date of such sale a copy of the prospectus contained in the
Exchange Offer Registration Statement, (iii) the date on which such Note has
been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration



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<PAGE>

Statement or (iv) the date on which such Note may be freely transferred without
registration under the Act or is distributed to the public pursuant to Rule 144
under the Act.

     Underwritten Registration or Underwritten Offering: A registration in which
securities of the Issuer 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. On any date of
determination, any Person in whose name Transfer Restricted Securities are
registered in accordance with the Indenture is deemed to be a holder of Transfer
Restricted Securities (each, a "Holder").

                      SECTION 3. REGISTERED EXCHANGE OFFER

     (a) Unless the Exchange Offer shall not be permissible under applicable law
or Commission policy (after the procedures set forth in Section 6(a) below have
been complied with), the Issuer and the Guarantors shall (i) cause to be filed
with the Commission on or prior to 60 days after the Closing Date, a
Registration Statement under the Securities Act relating to the Exchange Notes
and the Exchange Offer, (ii) use their commercially reasonable best efforts to
cause such Registration Statement to be declared effective on or prior to 180
days after the Closing Date, (iii) in connection with the foregoing, (A) file
all pre-effective amendments to such Registration Statement as may be necessary
in order to cause such Registration Statement to be declared effective, (B) if
applicable, file a post-effective amendment to such Registration Statement
pursuant to Rule 430A under the Securities Act and (C) cause all necessary
filings 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 Registration Statement, commence and Consummate the Exchange Offer. The
Exchange Offer shall be on the appropriate form to permit registration of the
Exchange Notes to be offered in exchange for the Transfer Restricted Securities
and sales of Broker-Dealer Transfer Restricted Securities by Restricted
Broker-Dealers as contemplated by Section 3(c) below.

     (b) The Issuer and the Guarantors shall 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 federal and state securities laws to Consummate the Exchange Offer.
The Issuer and the Guarantors shall cause the Exchange Offer to comply with all
applicable federal and state securities laws. No securities other than the Notes
or any additional notes issued by the issuer under the Indenture prior to the
Consummation of the Exchange Offer shall be included in the Exchange Offer
Registration Statement. The Issuer and the Guarantors shall use their respective
commercially reasonable best efforts to issue, on or prior to, 60 days after the
Exchange Offer Registration Statement is declared effective by the Commission,
Exchange Notes in exchange for all Notes tendered prior thereto in the Exchange
Offer.



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<PAGE>

     (c) The Issuer shall indicate in a "Plan of Distribution" section contained
in the Prospectus forming a part of the Exchange Offer Registration Statement
that any Restricted Broker-Dealer who holds Restricted 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 Issuer or one of its
affiliates), may exchange such Restricted Notes pursuant to the Exchange Offer;
however, 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 Restricted Broker-Dealers that the
Commission may require in order to permit such resales 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 as a result of a change in policy after the date of this
Agreement.

     (d) The Issuer and the Guarantors shall use their respective best 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 Broker-Dealer
Transfer Restricted Securities acquired by Restricted 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 ending on the earlier of
(i) 30 days from the date on which the Exchange Offer Registration Statement is
declared effective and (ii) the date on which a Restricted Broker-Dealer is no
longer required to deliver a prospectus in connection with market-making or
other trading activities.

     (e) The Issuer and the Guarantors shall provide sufficient copies of the
latest version of such Prospectus to Restricted Broker-Dealers promptly upon
request at any time during such 30-day (or shorter as provided in the foregoing
sentence) period in order to facilitate such resales.

                          SECTION 4. SHELF REGISTRATION

     (a) Shelf Registration. If (i) the Issuer is not required to file the
Exchange Offer Registration Statement or not 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 Initial Purchaser that is a Holder of Transfer
Restricted Securities notifies the Company prior to the 20th day following
consummation of the Exchange Offer that (a) it is prohibited by law or
Commission policy from participating in the Exchange Offer or (b) it may not
resell the Exchange Notes acquired by it in the Exchange Offer to the public
without delivering a prospectus and the prospectus contained in the Exchange
Offer Registration Statement is not appropriate or available for such resales
the Issuer and the Guarantors shall:



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     (1) cause to be filed a shelf registration statement pursuant to Rule 415
under the Securities Act, which may be an amendment to the Exchange Offer
Registration Statement (in either event, the "Shelf Registration Statement") as
soon as practicable but in any event on or prior to 60 days after the obligation
to file the Shelf Registration Statement arises (such date being the "Shelf
Filing Deadline"), which Shelf Registration Statement shall provide for resales
of all Transfer Restricted Securities the Holders of which shall have provided
the information required pursuant to Section 4(b) hereof; and

     (2) use its commercially reasonable best efforts to cause such Shelf
Registration Statement to be declared effective by the Commission on or prior to
the 180th day after such obligation arises.

The Issuer and the Guarantors shall use their respective commercially reasonable
best 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 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 effective date of such Shelf Registration Statement (or
shorter period that will terminate when all the Notes covered by such Shelf
Registration Statement have been sold pursuant to such Shelf Registration
Statement or are otherwise no longer Transfer Restricted Securities).

     (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 Issuer in writing, within 10 business days after receipt of a request
therefor, such information as the Issuer may reasonably request for use in
connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein. Each Holder as to which any Shelf Registration
Statement is being effected agrees to furnish promptly to the Issuer all
information required to be disclosed in order to make the information previously
furnished to the Issuer by such Holder not materially misleading.

                          SECTION 5. LIQUIDATED DAMAGES

     (a) If (i) any of the Registration Statements required by this Agreement is
not filed with the Commission on or prior to the date specified for such filing
in this Agreement, (ii) any of such Registration Statements has not been
declared effective by the Commission on or prior to the date specified for such
effectiveness in this Agreement, regardless of the reasonableness of any efforts
made by or on behalf of the Issuer and the Guarantors to cause such Registration
Statement to become effective), (iii) the Company and the Guarantors fail to
consummate the Exchange Offer within 60 business days of the date the Exchange
Offer Registration Statement was declared effective with respect to the Exchange
Offer Registration Statement, 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 for the periods specified in Sections 3(d) and
4(a) hereof without being succeeded immediately by a post-effective amendment to
such



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Registration Statement that cures such failure and that is itself immediately
declared effective (each such event referred to in clauses (i) through (iv), a
"Registration Default"), then the Issuer will pay Liquidated Damages to each
Holder of Transfer Restricted Securities, with respect to the first 90-day
period immediately following the occurrence of the first Registration Default,
in an amount equal to $.05 per week per $1,000 principal amount of Transfer
Restricted Securities held by such Holder. The amount of the Liquidated Damages
will increase by an additional $.05 per week per $1,000 principal amount of
Transfer Restricted Securities with respect to each subsequent 90-day period
until all Registration Defaults have been cured, up to a maximum amount of
Liquidation Damages of $.30 per week per $1,000 principal amount of Transfer
Restricted Securities. All accrued Liquidated Damages will be paid by the Issuer
on each interest Payment Date in the manner specified by the Indenture for the
payment of interest. Following the cure of all Registration Defaults, the
accrual of Liquidated Damages will cease; provided, that no Holder of Transfer
Restricted Securities who is not entitled to the benefits of a Shelf
Registration statement shall be entitled to receive Liquidated Damages by reason
of a Registration Default that pertains to a Shelf Registration Statement and no
Holder of Transfer Restricted Securities or any other Holder of Transfer
Restricted Securities who is entitled to the benefits of a Shelf Registration
Statement shall be entitled to receive Liquidated Damages by reason of a
Registration Default that pertains to an Exchange Offer.

     (b) All obligations of the Issuer set forth in the preceding paragraph 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 obligations with respect to such Note shall have been
satisfied in full.

                       SECTION 6. REGISTRATION PROCEDURES

     (a) Exchange Offer Registration Statement. In connection with the Exchange
Offer, the Issuer and the Guarantors shall comply with all of the applicable
provisions of Section 6(c) below, shall use their respective commercially
reasonable best efforts to effect such exchange to permit the sale of
Broker-Dealer 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 in the reasonable opinion of counsel to the Issuer there is a
     question as to whether the Exchange Offer is permitted by applicable law,
     the Issuer and the Guarantors hereby agree to seek a no-action letter or
     other favorable decision from the Commission allowing the Issuer and the
     Guarantors to Consummate an Exchange Offer for such Restricted Notes. The
     Issuer and the Guarantors hereby agree to pursue the issuance of such a
     decision to the Commission staff level but shall not be required to take
     commercially unreasonable action to effect a change of Commission policy.
     The Issuer and the Guarantors hereby agree, however, to (A) participate in
     telephonic conferences with the Commission, (B) deliver to the Commission
     staff an analysis prepared by counsel to the Issuer setting forth the legal
     bases, if any, upon which such counsel has concluded that such an Exchange
     Offer should be permitted and (C) diligently pursue a favorable resolution
     by the Commission staff of such submission.



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<PAGE>

          (ii) As a condition to its participation in the Exchange Offer
     pursuant to the terms of this Agreement, each Holder of Transfer Restricted
     Securities shall furnish, upon the request of the Issuer, prior to the
     Consummation thereof, a written representation to the Issuer 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 Issuer, (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 Issuer's
     preparations for the Exchange Offer. Each Holder shall acknowledge and
     agree that any Broker-Dealer and any such Holder using the Exchange Offer
     to participate in a distribution of the securities to be acquired in the
     Exchange Offer (1) could not under Commission policy as in effect on the
     date of this Agreement rely on the position of the Commission enunciated in
     Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital
     Holdings Corporation (available May 13, 1988), as interpreted in the
     Commission's letter to Shearman & Sterling dated July 2, 1993, and similar
     no-action letters (which may include any no-action letter obtained pursuant
     to clause (i) above), 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
     should 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 if the resales are of Exchange Notes obtained
     by such Holder in exchange for Restricted Notes acquired by such Holder
     directly from the Issuer.

     (b) Shelf Registration Statement. In connection with the Shelf Registration
Statement, the Issuer and the Guarantors shall comply with all the provisions of
Section 6(c) below and shall use their respective commercially reasonable best
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 Issuer 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 Broker-Dealer
Transfer Restricted Securities by Restricted Broker-Dealers), the Issuer and the
Guarantors shall:

          (i) use their respective commercially reasonable best efforts to keep
     such Registration Statement continuously effective and provide all
     requisite financial statements for the period specified in Section 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)



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     not to be effective and usable for resale of Transfer Restricted Securities
     during the period required by this Agreement, the Issuer 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 best 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;

          (ii) prepare and file with the Commission such amendments and
     post-effective amendments to the Registration Statement as may be necessary
     to keep the Registration Statement effective for the applicable period set
     forth in Section 3 or 4 hereof, as applicable, or such shorter period as
     will terminate when all Transfer Restricted Securities covered by such
     Registration Statement have been sold; 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 and 430A 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) advise the underwriter(s), if any, and each selling Holder
     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 any
     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 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 Registration Statement under the Securities Act or of the suspension
     by any state securities commission of the qualification of the Transfer
     Restricted Securities for offering or sale in any jurisdiction, or the
     initiation of any proceeding for any of the preceding purposes, (D) of the
     existence of any fact or the happening of any event that makes any
     statement of a material fact made in the Registration Statement, the
     Prospectus, any amendment or supplement thereto, or any document
     incorporated by reference therein untrue in any material respect, or that
     requires the making of any additions to or changes in the Registration
     Statement or the Prospectus in order to make the statements therein not
     misleading in any material respect. If at any time the Commission shall
     issue any stop order suspending the effectiveness of the Registration
     Statement, or any state securities commission or other regulatory authority
     shall issue an order suspending the qualification or exemption from
     qualification of the Transfer Restricted Securities under state securities
     or Blue Sky laws, the Issuer and the Guarantors shall use their respective
     best efforts to obtain the withdrawal or lifting of such order at the
     earliest possible time;

          (iv) furnish without charge to each of the Initial Purchasers that are
     Holders of Transfer Restricted Securities covered by such Registration
     Statement and each of the



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<PAGE>

     underwriter(s), if any, before filing with the Commission, copies of any
     Registration Statement or any Prospectus included therein or any amendments
     or supplements to any such Registration Statement or Prospectus, which
     documents will be subject to the review of such Initial Purchasers and
     underwriter(s), if any, for a period of at least five business days, and
     the Issuer and the Guarantors will not file any such Registration Statement
     or Prospectus or any amendment or supplement to any such Registration
     Statement or Prospectus (including all such documents incorporated by
     reference) to which any such Initial Purchaser or the underwriter(s), if
     any, shall reasonably object in writing within five business days after the
     receipt thereof (such objection to be deemed timely made upon confirmation
     of telecopy transmission within such period). The objection of any such
     Initial Purchaser or underwriter, if any, shall be deemed to be reasonable
     if such Registration Statement, amendment, Prospectus or supplement, as
     applicable, as proposed to be filed, contains a material misstatement or
     omission;

          (v) a reasonable time prior to the filing of any document that is to
     be incorporated by reference into a Registration Statement or Prospectus,
     provide copies of such document to the Initial Purchasers which are selling
     Holders and to the underwriter(s), if any, and make the Issuer's and the
     Guarantors' representatives available for discussion of such document and
     other customary due diligence matters;

          (vi) make available upon request at reasonable times for inspection by
     the Initial Purchasers which are selling Holders, any managing underwriter
     participating in any disposition pursuant to such Registration Statement,
     and any attorney or accountant retained by any of the underwriter(s) (the
     "Inspectors"), all financial and other records, pertinent corporate
     documents of the Issuer and the Guarantors and cause the Issuer's and the
     Guarantors' officers, directors and employees to supply all information
     reasonably requested by any such underwriter, attorney or accountant in
     connection with such Registration Statement subsequent to the filing
     thereof and prior to its effectiveness, provided however, that such
     Inspector shall first agree in writing with the Company that any
     information that is reasonably and in good faith designated by the Company
     in writing as confidential at the time of delivery of such information
     shall be kept confidential by such Inspectors, unless (a) disclosure of
     such information is required by court or administrative order or is
     necessary to respond to inquiries of regulatory authorities, (b) disclosure
     of such information is required by law (including any disclosure
     requirements pursuant to federal securities laws in connection with the
     filing of such Registration Statement or the use of any Prospectus), (c)
     such information becomes generally available to the public other than as a
     result of a disclosure or failure to safeguard such information by such
     Inspector or (d) such information becomes available to such Inspector from
     a source other than the Company and its subsidiaries and such source is not
     known, after due inquiry, by such Inspector to be bound by a
     confidentiality agreement; provided further, that the foregoing
     investigation shall be coordinated on behalf of such Inspectors by a
     limited number of representatives designated by and on behalf of such
     Inspectors and any such confidential information shall be available from
     such representatives to such Inspectors so long as any Inspector agrees to
     be bound by such confidentiality agreement;



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<PAGE>

          (vii) if requested by the Initial Purchasers and the underwriter(s),
     if any, promptly incorporate in any 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; and make all required filings of such Prospectus
     supplement or post-effective amendment as soon as practicable after the
     Issuer is notified of the matters to be incorporated in such Prospectus
     supplement or post-effective amendment;

          (viii) except with respect to the Exchange Offer, use their respective
     commercially reasonable best efforts to (a) if the Transfer Restricted
     Securities have been rated prior to the initial sale of such Transfer
     Restricted Securities, confirm such ratings will apply to the Transfer
     Restricted Securities covered by a Registration Statement, or (b) cause the
     Transfer Restricted Securities covered by a Registration Statement to be
     rated with the appropriate rating agencies, if so requested by the Holders
     of a majority in aggregate principal amount of Notes covered thereby or the
     underwriter(s), if any;

          (ix) furnish to each selling Holder 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
     financial statements and schedules, all documents incorporated by reference
     therein and all exhibits (including exhibits incorporated therein by
     reference);

          (x) deliver to each selling Holder 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 Issuer 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;

          (xi) enter into such agreements (including 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
     Registration Statement contemplated by this Agreement, all to such extent
     as may be reasonable requested in writing by any Initial Purchaser that is
     a selling Holder or by any underwriter in connection with any sale or
     resale of Transfer Restricted Securities pursuant to any Registration
     Statement contemplated by this Agreement; and the Issuer and the Guarantors
     shall:

               (A) upon written request furnish to each underwriter, if any, in
          such substance and scope as they may reasonably request and as are
          customarily made by issuers to underwriters in primary underwritten
          offerings, upon the date of the



                                      -11-
<PAGE>

          Consummation of the Exchange Offer and, if applicable, the
          effectiveness of the Shelf Registration Statement:

                    (1) a certificate of the Issuer, dated the date of
               Consummation of the Exchange Offer or the date of effectiveness
               of the Shelf Registration Statement, as the case may be, signed
               by the Chief Executive Officer and Chief Financial Officer of the
               Issuer, and a certificate of each Guarantor, signed by two
               authorized officers of such Guarantor, dated the date of
               Consummation of the Exchange Offer or the date of effectiveness
               of the Shelf Registration Statement, as the case may be, as of
               the date thereof, the matters set forth in Section 8 (a) of the
               Purchase Agreement but applying, mutatis mutandis, to the Shelf
               Registration Statement in each place where reference is made to
               the Offering Memorandum in such Section 8(a), and to the filing
               date of the Shelf Registration Statement in each place where
               reference is made to "the Closing Date" or "the date hereof" in
               such Section 8(a), and such other matters as such parties may
               reasonably request;

                    (2) a customary opinion, dated the date of Consummation of
               the Exchange Offer or the date of effectiveness of the Shelf
               Registration Statement, as the case may be, of counsel for the
               Issuer and the Guarantors covering the matters set forth in
               Section 8(b) of the Purchase Agreement and such other matter as
               such parties may reasonably request; and

                    (3) a customary comfort letter, dated as of the date of
               Consummation of the Exchange Offer or the date of effectiveness
               of the Shelf Registration Statement, as the case may be, from the
               Issuer's and the Guarantors' independent accountants, in the
               customary form and covering matters of the type customarily
               covered in comfort letters by underwriters in connection with
               primary underwritten offerings, and affirming the matters set
               forth in the comfort letters delivered pursuant to Section 8 of
               the Purchase Agreement, as they relate to the Shelf Registration
               Statement without exception;

               (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 in writing 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
          Issuer and the Guarantors pursuant to this clause (xi), if any.

          (xii) If the representations and warranties of the Issuer and the
     Guarantors contemplated in clause (A)(1) above cease to be true and correct
     in any material respect,



                                      -12-
<PAGE>

     the Issuer and the Guarantors shall so advise the Initial Purchasers which
     are selling Holders and the underwriter(s), if any, promptly and, if
     requested by such Persons, shall confirm such advice in writing;

          (xiii) prior to any public offering of Transfer Restricted Securities,
     cooperate with the selling Holders, 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 or underwriter(s) may 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
     Issuer and the Guarantors shall not be required to register or qualify as a
     foreign corporation where it is not then so qualified or to take any action
     that would subject it to the service of process in suits or to taxation,
     other than as to matters and transactions relating to the Registration
     Statement, in any jurisdiction where it is not then so subject;

          (xiv) shall issue, upon the request of any Holder of Restricted Notes
     covered by the Shelf Registration Statement, Exchange Notes, having an
     aggregate principal amount at maturity equal to the aggregate principal
     amount at maturity of Restricted Notes surrendered to the Issuer by such
     Holder in exchange therefor or being sold by such Holder; such Exchange
     Notes to be registered in the name of such Holder or in the name of the
     purchaser(s) of such Notes, as the case may be; in return, the Restricted
     Notes held by such Holder shall be surrendered to the Issuer for
     cancellation;

          (xv) in connection with any sale of Transfer Restricted Securities
     that will result in such securities no longer being Transfer Restricted
     Securities, cooperate with the selling Holders 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 in writing at least two business days
     prior to such sale of Transfer Restricted Securities made by such
     underwriter(s);

          (xvi) use their respective commercially reasonable best efforts to
     cause the Transfer Restricted Securities covered by the 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 (xiii) above;

          (xvii) if any fact or event contemplated by clause (c)(iii)(D) above
     shall exist or have occurred, prepare a supplement or post-effective
     amendment to the 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



                                      -13-
<PAGE>

     fact or omit to state any material fact necessary to make the statements
     therein not misleading

          (xviii) provide a CUSIP number for all Transfer Restricted Securities
     not later than the effective date of the Registration Statement and provide
     the Trustee under the Indenture with printed certificates for the Transfer
     Restricted Securities which are in a form eligible for deposit with The
     Depositary Trust Company;

          (xix) 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, and use their respective reasonable best efforts to cause such
     Registration Statement to become effective and approved by such
     governmental agencies or authorities as may be necessary to enable the
     Holders selling Transfer Restricted Securities to consummate the
     disposition of such Transfer Restricted Securities;

          (xx) otherwise use their respective commercially reasonable best
     efforts to comply with all applicable rules and regulations of the
     Commission, and make generally available to its 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 Issuer's first fiscal quarter commencing after
     the effective date of the Registration Statement;

          (xxi) 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 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 best
     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

          (xxii) provide promptly to each Holder upon request each document
     filed with the Commission pursuant to the requirements of Section 13 and
     Section 15 of the Exchange Act.

     Each Holder agrees by acquisition of a Transfer Restricted Security that,
upon receipt of any notice from the Issuer of the existence of any fact of the
kind described in Section 6(c)(iii)(D) hereof (a "Suspension Notice"), such
Holder will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement until such Holder's receipt of
the copies of the supplemented or amended Prospectus contemplated by Section
6(c)(xvii) hereof, or until it is advised in writing (the "Advice") by the
Issuer that the use of the Prospectus may be resumed, and has received copies of
any additional or supplemental



                                      -14-
<PAGE>

filings that are incorporated by reference in the Prospectus. If so directed by
the Issuer, each Holder hereby agrees it will deliver to the Issuer (at the
Issuer's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice. In the event
the Issuer shall give any such notice, the time period regarding the
effectiveness of such Registration Statement set forth in Section 3 or 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 Suspension Notice to and including
the date when each selling Holder covered by such Registration Statement shall
have received the copies of the supplemented or amended Prospectus contemplated
by Section 6(c)(xvii) hereof or shall have received the Advice; however, no such
extension shall be taken into account in determining whether Liquidated Damages
is due pursuant to Section 5 hereof or the amount of such Liquidated Damages, it
being agreed that the Issuer's option to suspend use of a Registration Statement
pursuant to this paragraph shall be treated as a Registration Default for
purposes of Section 5.

                        SECTION 7. REGISTRATION EXPENSES

     (a) All expenses incident to the Issuer's and the Guarantors' performance
of or compliance with this Agreement will be borne by the Issuer regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses (including filings
made by the Initial Purchasers or Holders 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 federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing certificates
for the Exchange Notes to be issued in the Exchange Offer and printing of
Prospectuses), messenger and delivery services and telephone; (iv) all fees and
disbursements of counsel for the Issuer and the Guarantors and, subject to
Section 7(b) below, the Holders of Transfer Restricted Securities; and (v) all
fees and disbursements of independent certified public accountants of the Issuer
and the Guarantors (including the expenses of any special audit and comfort
letters required by or incident to such performance).

     The Issuer and the Guarantors will, in any event, bear their respective
internal expenses (including, without limitation, all salaries and expenses of
their respective 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 Issuer and the Guarantors.

     Each Holder shall pay all commissions and transfer taxes, if any, relating
to the sale or disposition of such Holder's Notes.

     (b) In connection with any Shelf Registration Statement required by this
Agreement, the Issuer and the Guarantors will reimburse the Initial Purchasers
and the Holders of Transfer Restricted Securities being registered pursuant to
the Shelf Registration Statement for the reasonable fees and disbursements of
not more than one counsel, who shall be Kramer Levin Naftalis & Frankel LLP or
such other counsel as may be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Securities for whose benefit such Shelf
Registration Statement is being prepared.



                                      -15-
<PAGE>

                           SECTION 8. INDEMNIFICATION

     (a) The Issuer and the Guarantors agree, jointly and severally, to
indemnify and hold harmless (i) each Holder and (ii) each person, if any, who
controls (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) any Holder (any of the persons referred to in this clause
(ii) being hereinafter referred to as a "controlling person") and (iii) the
respective officers, directors, partners, employees, representatives and agents
of any Holder or any controlling person (any person referred to in clause (i),
(ii) or (iii) may hereinafter be referred to as an "Indemnified Holder"), to the
fullest extent lawful, from and against any and all losses, claims, damages,
liabilities, judgments, actions and expenses (including without limitation and
as incurred, reimbursement of all reasonable costs of investigating, preparing,
pursuing, settling, compromising, paying or defending any claim or action, or
any investigation or proceeding by any governmental agency or body, commenced or
threatened, including the reasonable fees and expenses of counsel to any
Indemnified Holder), joint or several, directly or indirectly caused by, related
to, based upon, arising out of or in connection with any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement or Prospectus (in each case, including the documents incorporated by
reference therein), or in any supplement thereto or amendment thereof, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or expenses are
caused by an untrue statement or omission or alleged untrue statement or
omission that is made in reliance upon and in conformity with information
relating to any of the Holders furnished in writing to the Issuer by any of the
Holders expressly for use therein. This indemnity agreement shall be in addition
to any liability which the Issuer and the Guarantors may otherwise have,
including this Agreement.

     In case any action or proceeding (including any governmental or regulatory
investigation or proceeding) shall be brought or asserted against any of the
Indemnified Holders with respect to which indemnity may be sought against the
Issuer and the Guarantors, such Indemnified Holder (or the Indemnified Holder
controlled by such controlling person) shall promptly notify the Issuer in
writing (provided, that the failure to give such notice shall not relieve the
Issuer and the Guarantors of their respective obligations pursuant to this
Agreement). Such Indemnified Holder shall have the right to employ its own
counsel in any such action and the fees and expenses of such counsel shall be
paid, as incurred, by the Issuer and the Guarantors. The Issuer and the
Guarantors shall not, in connection with any one such action or proceeding or
separate but substantially similar or related actions or proceedings 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 such Indemnified
Holders, which firm shall be designated by the Holders. The Issuer and the
Guarantors shall be liable for any settlement of any such action or proceeding
effected with the Issuer's prior written consent, which consent shall not be
withheld unreasonably, and the Issuer and the Guarantors agree to indemnify and
hold harmless any Indemnified Holder from and against any loss, claim, damage,
liability or expense by reason of any settlement of any action effected with the
written consent of the Issuer. The Issuer and the Guarantors shall not, without
the prior written consent of each Indemnified Holder, settle or compromise or
consent to the entry of judgment in or otherwise seek to terminate any pending
or threatened action, claim,



                                      -16-
<PAGE>

litigation or proceeding in respect of which indemnification or contribution may
be sought hereunder (whether or not any Indemnified Holder is a party thereto),
unless such settlement, compromise, consent or termination includes an
unconditional release of each Indemnified Holder from all liability arising out
of such action, claim, litigation or proceeding.

     (b) Each Holder of Transfer Restricted Securities agrees, severally and not
jointly, to indemnify and hold harmless (i) the Issuer and the Guarantors, (ii)
each person, if any, who controls the Issuer or any of the Guarantors within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, and (iii)
the officers, directors, partners, employees, representatives and agents of the
Issuer or the Guarantors to the same extent as the foregoing indemnity from the
Issuer and the Guarantors to each of the Indemnified Holders, but only with
respect to claims and actions based on information relating to such Holder
furnished in writing by such Holder expressly for use in any Registration
Statement. In case any action or proceeding shall be brought against the Issuer
and the Guarantors or their respective directors or officers or any such
controlling person in respect of which indemnity may be sought against a Holder
of Transfer Restricted Securities, such Holder shall have the rights and duties
given the Issuer and the Guarantors and the Issuer and the Guarantors or their
respective directors or officers or such controlling person shall have the
rights and duties given to each Holder by the preceding paragraph. In no event
shall the liability of any selling Holder hereunder be greater in amount than
the dollar amount of the proceeds received by such Holder upon the sale of the
Transfer Restricted Securities giving rise to such indemnification obligation.

     (c) If the indemnification provided for in this Section 8 is unavailable to
an indemnified party under Section 8(a) or Section 8(b) hereof (other than by
reason of exceptions provided in those Sections) in respect of any losses,
claims, damages, liabilities, judgments, actions or expenses referred to
therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect the relative benefits
received by the Issuer and the Guarantors on the one hand and the Holders on the
other hand from the Initial Placement (which in the case of the Issuer and the
Guarantors shall be deemed to be equal to the total gross proceeds from the
Initial Placement as set forth on the cover page of the Offering Memorandum),
the amount of Liquidated Damages which did not become payable as a result of the
filing of the Registration Statement resulting in such losses, claims, damages,
liabilities, judgments actions or expenses, and such Registration Statement, or
if such allocation is not permitted by applicable law, the relative fault of the
Issuer and the Guarantors on the one hand and of the Indemnified Holder on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of the Issuer and the Guarantors on
the one hand and of the Indemnified Holder on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Issuer or by the Indemnified Holder and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The amount paid or payable by
a party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the limitations set
forth in the second paragraph of Section 8(a), any legal or other fees or
expenses



                                      -17-
<PAGE>

reasonably incurred by such party in connection with investigating or defending
any action or claim.

     The Issuer and the Guarantors and each Holder of Transfer Restricted
Securities agree that it would not be just and equitable if contribution
pursuant to this Section 8(c) were 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 account of the equitable considerations
referred to in the immediately preceding paragraph. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages, liabilities
or expenses referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 8, none of the Holders (and its related Indemnified
Holders) shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the total discount received by such Holder with respect
to the Restricted Notes exceeds the amount of any damages which 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(c) are several in proportion to the respective principal amount
at maturity of Restricted Notes held by each of the Holders hereunder and not
joint.

                              SECTION 9. RULE 144A

     The Issuer and the Guarantors hereby agree with each Holder, for so long as
any Transfer Restricted Securities remain outstanding and during any period in
which the Issuer or such Guarantor (i) is not subject to Section 13 or 15(d) of
the Exchange Act, to make available, upon request of any Holder, to such Holder
or beneficial owner of Transfer Restricted Securities in connection with any
sale thereof and any prospective purchaser of such Transfer Restricted
Securities designated by 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



                                      -18-
<PAGE>

     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. 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 Issuer and the Guarantors.

                            SECTION 12. MISCELLANEOUS

     (a) Remedies. The Issuer and the Guarantors agree that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach
by it 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. The Issuer and the Guarantors will not, 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. The Issuer and
the Guarantors have not 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 Issuer's and the
Guarantors' securities under any agreement in effect on the date hereof.

     (c) Adjustments Affecting the Notes. Subject to the foregoing provisions of
this Agreement, the Issuer will not take any action, or permit any change to
occur, with respect to the Notes that would materially and adversely affect the
ability of the Holders to Consummate the Exchange Offer.

     (d) 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 Issuer and the Guarantors have
obtained the written consent of Holders of a majority of the outstanding
principal amount at maturity of Transfer Restricted Securities. 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 at maturity of Transfer Restricted Securities being tendered or
registered; provided that, with respect to any matter that directly or
indirectly affects the rights of any Initial Purchaser hereunder, the Issuer and
the Guarantors shall obtain the written consent of each such Initial Purchaser
with respect to which such amendment, qualification, supplement, waiver, consent
or departure is to be effective.

     (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, telecopier, or air
courier guaranteeing overnight delivery:



                                      -19-
<PAGE>

          (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 Issuer and the Guarantors:

                Vail Resorts, Inc.
                137 Benchmark Road
                Avon, Colorado 81620
                Telecopier No.:  (970) 845-2521
                Attention:  Chief Executive Officer

                with a copy to:

                Cahill Gordon & Reindel
                80 Pine Street
                New York, New York 10005
                Telecopier No.:  (212) 269-5420
                Attention:  James Clark,  Esq.

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if telecopied; and on the
next business day, if timely delivered to an air courier guaranteeing overnight
delivery.

     Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee 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 of Transfer Restricted Securities; 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.

     (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 IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.



                                      -20-
<PAGE>

     (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 Operative
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 Issuer with respect to
the Transfer Restricted Securities. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.




                                      -21-
<PAGE>


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

                                            VAIL RESORTS, INC.


                                            By: /s/ James P. Donohue
                                                -------------------------------
                                                Name:   James P. Donohue
                                                Title:  Senior Vice President
































                [Registration Rights Signature Page for Company]



                                      -22-
<PAGE>


                         BEAVER CREEK ASSOCIATES, INC.
                         BEAVER CREEK CONSULTANTS, INC.
                         BEAVER CREEK FOOD SERVICES, INC.
                         BRECKENRIDGE RESORT PROPERTIES, INC.
                         COMPLETE TELECOMMUNICATIONS, INC.
                         GHTV, INC.
                         GILLETT BROADCASTING, INC.
                         GRAND TETON LODGE COMPANY
                         JACKSON HOLE GOLF AND TENNIS CLUB, INC.
                         JHL&S LLC
                         KEYSTONE CONFERENCE SERVICES, INC.
                         KEYSTONE DEVELOPMENT SALES, INC.
                         KEYSTONE FOOD AND BEVERAGE COMPANY
                         KEYSTONE RESORT PROPERTY MANAGEMENT COMPANY
                         LARKSPUR RESTAURANT & BAR, LLC
                         LODGE PROPERTIES, INC.
                         LODGE REALTY, INC.
                         PROPERTY MANAGEMENT ACQUISITION CORP., INC.
                         TETON HOSPITALITY LLC
                         TETON HOSPITALITY SERVICES, INC.
                         THE VAIL CORPORATION
                         THE VILLAGE AT BRECKENRIDGE ACQUISITION CORP., INC.
                         VAIL ASSOCIATES CONSULTANTS, INC.
                         VAIL ASSOCIATES HOLDINGS, LTD.
                         VAIL ASSOCIATES MANAGEMENT COMPANY
                         VAIL ASSOCIATES REAL ESTATE, INC.
                         VAIL FOOD SERVICES, INC.
                         VAIL HOLDINGS, INC.
                         VAIL RESORTS DEVELOPMENT COMPANY
                         VAIL SUMMIT RESORTS, INC.
                         VAIL TRADEMARKS, INC.
                         VAIL/ARROWHEAD, INC.
                         VAIL/BATTLE MOUNTAIN, INC.
                         VAIL/BEAVER CREEK RESORT PROPERTIES, INC.
                         VAMHC, INC.
                         VAIL RR, INC.
                         VA RANCHO MIRAGE I, INC.
                         VA RANCHO MIRAGE II, INC.

                         Each by its authorized officer or signatory

                         By: /s/ James P. Donohue
                             -------------------------------
                             Name:   James P. Donohue
                             Title:  Senior Vice President

          [Registration Rights Agreement Signature Page for Guarantors]



                                      -23-
<PAGE>


The foregoing Registration Rights Agreement is hereby confirmed and accepted as
of the date first above written.

DEUTSCHE BANC ALEX. BROWN INC.


By:  /s/ Scott Tolchin
     --------------------------------
     Name:   Scott Tolchin
     Title:  Managing Director

BANC OF AMERICA SECURITIES LLC


By:  /s/ Diane Scott
     --------------------------------
     Name:   Diane Scott
     Title:  Vice President


BEAR, STEARNS & CO. INC.


By:  /s/ John Kilgallon
     --------------------------------
     Name:   John Kilgallon
     Title:  SMD


CIBC WORLD MARKETS CORP.


By:  /s/ Brian Perman
     --------------------------------
     Name:   Brian Perman
     Title:  Managing Director


FLEET SECURITIES, INC.


By:  /s/ Brad Stewart
     --------------------------------
     Name:   Brad Stewart
     Title:  Vice President



      [Registration Rights Agreement Signature Page for Initial Purchasers]



                                      -24-