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                                                                     EXHIBIT 4.5

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                          REGISTRATION RIGHTS AGREEMENT

                            DATED AS OF JULY 26, 2001
                                  BY AND AMONG

                            BOYD GAMING CORPORATION,

                        THE GUARANTORS SIGNATORIES HERETO

                                       AND

                         DEUTSCHE BANC ALEX. BROWN INC.
                              LEHMAN BROTHERS INC.
                            BEAR, STEARNS & CO. INC.
                            CIBC WORLD MARKETS CORP.
               DRESDNER KLEINWORT WASSERSTEIN--GRANTCHESTER, INC.
                            SCOTIA CAPITAL (USA) INC.
                       WELLS FARGO BROKERAGE SERVICES, LLC
                      CREDIT LYONNAIS SECURITIES (USA) INC.
                             FLEET SECURITIES, INC.
                         SG COWEN SECURITIES CORPORATION


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        This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of July 26, 2001, by and among Boyd Gaming Corporation, a Nevada
corporation (the "COMPANY"), the subsidiaries of the Company listed on the
signature pages hereto (the "GUARANTORS"), and Deutsche Banc Alex. Brown Inc.
and each of the other Initial Purchasers listed on Schedule B to the Purchase
Agreement (as defined below) (each an "INITIAL PURCHASER" and, collectively, the
"INITIAL PURCHASERS"), each of whom has agreed to purchase the Company's 9 1/4%
Series A Senior Notes due 2009 (the "SERIES A NOTES") pursuant to the Purchase
Agreement, dated July 20, 2001, (the "PURCHASE AGREEMENT"), by and among the
Company, the Guarantors and the Initial Purchasers.

        In order to induce the Initial Purchasers to purchase the Series A
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 Purchasers set forth in Section 3 of the Purchase
Agreement. Capitalized terms used herein and not otherwise defined shall have
the meaning assigned to them the Indenture, dated July 26, 2001, between the
Company and Bank of New York, as Trustee, relating to the Series A Notes and the
Series B 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:

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

        AFFILIATE: As defined in Rule 144 of the Act.

        BROKER-DEALER: Any broker or dealer registered under the Exchange Act.

        CERTIFICATED SECURITIES: Definitive Notes, as defined in the Indenture.

        CLOSING DATE: The date hereof.

        COMMISSION: The Securities and Exchange Commission.

        CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for purposes
of this Agreement upon the occurrence of (a) the effectiveness under the Act of
the Exchange Offer Registration Statement relating to the Series B Notes to be
issued in the Exchange Offer, (b) 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 (c) the delivery by the Company to the Registrar under the
Indenture of Series B Notes in the same aggregate principal amount as the
aggregate principal amount of Series A Notes validly tendered by Holders thereof
pursuant to the Exchange Offer.

        CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.


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        EFFECTIVENESS DEADLINE: As defined in Section 3(a) and 4(a) hereof.

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

        EXCHANGE OFFER: The exchange and issuance by the Company of a principal
amount of Series B Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of
Series A Notes that are validly tendered by such Holders in connection with such
exchange and issuance.

        EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

        EXEMPT RESALES: The transactions in which the Initial Purchasers propose
to sell the Series A Notes to certain "qualified institutional buyers," as such
term is defined in Rule 144A under the Act and pursuant to Regulation S under
the Act.

        FILING DEADLINE: As defined in Sections 3(a) and 4(a) hereof.

        HOLDERS: As defined in Section 2 hereof.

        PROSPECTUS: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective (including, without
limitation, a prospectus that discloses information previously omitted from a
prospectus filed as part of an effective Registration Statement in reliance upon
Rule 430A under the Act), 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.

        RECOMMENCEMENT DATE: As defined in Section 6(d) hereof.

        REGISTRATION DEFAULT: As defined in Section 5 hereof.

        REGISTRATION STATEMENT: Any registration statement of the Company and
the Guarantors relating to (a) an offering of Series B Notes pursuant to an
Exchange Offer or (b) the registration for resale of Transfer Restricted
Securities pursuant to the Shelf Registration Statement, in each case, (i) that
is filed pursuant to the provisions of this Agreement and (ii) including the
Prospectus included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.

        REGULATION S: Regulation S promulgated under the Act.

        RULE 144: Rule 144 promulgated under the Act.

        SERIES B NOTES: The Company's 9 1/4% Series B Senior Notes due 2009 to
be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as
contemplated by Section 6 hereof.

        SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.



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        SUSPENSION NOTICE: As defined in Section 6(d) 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 (A) Series A Note, until the
earliest to occur of (i) the date on which such Series A Note is exchanged in
the Exchange Offer for a Series B Note which is entitled to be resold to the
public by the Holder thereof without complying with the prospectus delivery
requirements of the Act, (ii) the date on which such Series A Note has been
registered under the Act and disposed of in accordance with a Shelf Registration
Statement (and the purchasers thereof have been issued Series B Notes), (iii)
the date on which such Series A Note is distributed to the public pursuant to
Rule 144 under the Act, or (iv) the date on which such Series A Note shall have
ceased to be outstanding and each (B) Series B Note held by a Broker Dealer
until the date on which such Series B Note is disposed of by a Broker-Dealer
pursuant to the "Plan of Distribution" contemplated by the Exchange Offer
Registration Statement (including the delivery of the Prospectus contained
therein).

SECTION 2. HOLDERS

        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 by applicable
federal law or Commission policy (after the procedures set forth in Section
6(a)(i) below have been complied with), the Company and the Guarantors shall (i)
cause the Exchange Offer Registration Statement to be filed with the Commission
on or prior to 60 days after the Closing Date (such 60th day being the "FILING
DEADLINE"), (ii) use 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 Closing Date (such 150th day being the
"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all
pre-effective amendments to such Exchange Offer Registration Statement as may be
necessary in order to cause it to become effective, (B) file, if applicable, a
post-effective amendment to such Exchange Offer Registration Statement pursuant
to Rule 430A under the Act and (C) use commercially reasonable efforts to cause
all necessary filings, if any, in connection with the registration and
qualification of the Series B 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 shall be on the
appropriate form permitting (i) registration of the Series B Notes to be offered
in exchange for the Series A Notes that are Transfer Restricted Securities and
(ii) resales of Series B Notes by Broker-Dealers that tendered into the Exchange
Offer Series A Notes that such Broker-Dealer acquired for its own account as a
result of market making activities or other trading activities (other than
Series A Notes acquired directly from the Company or any of its Affiliates) as
contemplated by Section 3(c) below.



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        (b) The Company and the Guarantors shall use 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 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 federal and state
securities laws. No securities other than the Series B Notes shall be included
in the Exchange Offer Registration Statement. The Company and the Guarantors
shall use commercially reasonable efforts to cause the Exchange Offer to be
Consummated not later than 30 business days after the Exchange Offer
Registration Statement is declared effective (such 30th day being the
"CONSUMMATION DEADLINE").

        (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any Affiliate of the Company), may exchange such
Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission.

        Because such Broker-Dealer may be deemed to be an "underwriter" within
the meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Series B
Notes received by such Broker-Dealer in the Exchange Offer, the Company and
Guarantors shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement. To the extent necessary to ensure that the Prospectus
contained in the Exchange Offer Registration Statement is available for sales of
Series B Notes by Broker-Dealers, the Company and the Guarantors agree to use
commercially reasonable efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented, amended and current as required
by and subject to the provisions of Section 6(a) and (c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of 180 days from the Consummation Deadline or such shorter period as will
terminate when all Transfer Restricted Securities covered by such Registration
Statement have been sold pursuant thereto. The Company and the Guarantors shall
provide sufficient copies of the latest version of such Prospectus to such
Broker-Dealers, promptly upon request, and in no event later than one day after
such request, at any time during such period.

SECTION 4. SHELF REGISTRATION

        (a) Shelf Registration. If (i) the Exchange Offer is not permitted by
applicable law or Commission policy (after the Company and the Guarantors have
complied with the procedures set forth in Section 6(a)(i) below) or (ii) if any
Holder of Transfer Restricted Securities shall



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notify the Company within 20 days following the Consummation Deadline that (A)
such Holder was prohibited by law or Commission policy from participating in the
Exchange Offer or (B) such Holder may not resell the Series B 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 by such Holder or (C) such Holder is a
Broker-Dealer and holds Series A Notes acquired directly from the Company or any
of its Affiliates, then the Company and the Guarantors shall use commercially
reasonable efforts to:

                (x) cause to be filed, on or prior to 30 days after the earlier
        of (i) the date on which the Company determines that the Exchange Offer
        Registration Statement cannot be filed as a result of clause (a)(i)
        above and (ii) the date on which the Company receives the notice
        specified in clause (a)(ii) above, (such earlier date, the "FILING
        DEADLINE"), a shelf registration statement pursuant to Rule 415 under
        the Act (which may be an amendment to the Exchange Offer Registration
        Statement (the "SHELF REGISTRATION STATEMENT")), relating to all
        Transfer Restricted Securities, and

                (y) cause such Shelf Registration Statement to become effective
        on or prior to 90 days after the Filing Deadline for the Shelf
        Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE").

        If, after the Company has filed an Exchange Offer Registration Statement
that satisfies the requirements of Section 3(a) above, the Company is required
to file and make effective a Shelf Registration Statement solely because the
Exchange Offer is not permitted under applicable federal law (i.e., clause
(a)(i) above), then the filing of the Exchange Offer Registration Statement
shall be deemed to satisfy the requirements of clause (x) above; provided that,
in such event, the Company shall remain obligated to meet the Effectiveness
Deadline set forth in clause (y).

        To the extent necessary to ensure that the Shelf Registration Statement
is available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and
the Guarantors shall use commercially reasonable efforts to keep any Shelf
Registration Statement required by this Section 4(a) continuously effective,
supplemented, amended and current as required by and subject to the provisions
of Sections 6(b) and (c) hereof and in conformity with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of at least two years, or one year if
such Shelf Registration Statement is filed at the requests of a Holder or
Holders, (in each case, as such time may be extended pursuant to Section
6(c)(i)) following the Closing Date, or such shorter period as will terminate
when all Transfer Restricted Securities covered by such Shelf Registration
Statement have been sold pursuant thereto.

        The Company shall be deemed not to have used commercially reasonable
efforts to keep the Shelf Registration Statement effective during the requisite
period if it voluntarily takes any action that would result in Holders of
Transfer Restricted Securities covered thereby not being able to publicly offer
and sell such Transfer Restricted Securities during that period, unless (i) such
action is required by applicable law or (ii) such action is taken by the Company
in good faith and for valid business reasons (not including avoidance of the
Company's obligations



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hereunder), including the acquisition or divestiture of assets, so long as the
Company promptly thereafter complies with the requirements of Section 6 hereto,
if applicable.

        (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 15 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein and any other information
reasonably required by the Company in order to fulfill its obligations
hereunder. No Holder of Transfer Restricted Securities shall be entitled to
liquidated damages pursuant to Section 5 hereof unless and until such Holder
shall have provided all such information. Each selling Holder agrees to promptly
furnish additional information as requested by the Commission or as required to
be disclosed in order to make the information previously furnished to the
Company by such Holder not materially misleading.

SECTION 5. LIQUIDATED DAMAGES

        If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated on or prior to the Consummation Deadline
or (iv) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter cease to be effective for any 180-day
period during any 360 day period or fail to be usable for its intended purpose
without being succeeded immediately by a post-effective amendment to such
Registration Statement or another Registration Statement that cures such failure
and that is itself declared effective immediately (each such event referred to
in clauses (i) through (iv), a "REGISTRATION DEFAULT"), then the Company and the
Guarantors hereby jointly and severally agree to pay to each Holder of Transfer
Restricted Securities affected thereby liquidated damages in an amount equal to
$.05 per $1,000 in principal amount of Transfer Restricted Securities held by
such Holder for each week that the Registration Default continues for the first
90-day period immediately following the occurrence of the first such
Registration Default. The amount of the liquidated damages shall increase by an
additional $.05 per week per $1,000 principal amount of Notes with respect to
each subsequent 90-day period until all Registration Defaults have been cured,
up to a maximum amount of liquidated damages for all Registration Defaults of
$.50 per week per $1,000 in principal amount of Transfer Restricted Securities;
provided that the Company and the Guarantors shall in no event be required to
pay liquidated damages for more than one Registration Default at any given time.
Notwithstanding anything to the contrary set forth herein, (1) upon filing of
the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (i) above, (2) upon the effectiveness of
the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (ii) above, (3) upon Consummation of the
Exchange Offer, in the case of (iii) above, or (4) upon the filing of a
post-effective amendment to the Registration Statement or an additional
Registration Statement that causes the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement) to again be declared
effective or made usable in the case of (iv) above, the liquidated damages



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payable with respect to the Transfer Restricted Securities as a result of such
clause (i), (ii), (iii) or (iv), as applicable, shall cease.

        All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the
Company and the Guarantors to pay liquidated damages with respect to securities
shall survive until such time as such obligations with respect to such
securities 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 (x) comply with all
applicable provisions of Section 6(c) below, (y) use commercially reasonable
efforts to effect such exchange and to permit the resale of Series B Notes by
Broker-Dealers that tendered in the Exchange Offer Series A Notes that such
Broker-Dealer acquired for its own account as a result of its market making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any of its Affiliates) being sold in accordance
with the intended method or methods of distribution thereof, and (z) 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 federal 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 an
        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
        commercially reasonable actions as may be requested by the Commission or
        otherwise required in connection with the issuance of such decision,
        including without limitation (A) participating in telephonic conferences
        with the Commission, (B) 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 such an Exchange Offer
        should be permitted and (C) 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, prior to the Consummation of the Exchange Offer,
        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 Series B Notes to be issued in the



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        Exchange Offer and (C) it is acquiring the Series B Notes in its
        ordinary course of business. As a condition to its participation in the
        Exchange Offer each Holder using the Exchange Offer to participate in a
        distribution of the Series B Notes shall acknowledge and agree that, if
        the resales are of Series B Notes obtained by such Holder in exchange
        for Series A Notes acquired directly from the Company or an 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 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 (including, if applicable, any
        no-action letter obtained pursuant to clause (i) above), and (2) must
        comply with the registration and prospectus delivery requirements of the
        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) To the extent required by Commission policies and
        procedures, prior to effectiveness of the Exchange Offer Registration
        Statement, the Company and the Guarantors shall provide a supplemental
        letter to the Commission (A) stating 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), Morgan Stanley and Co., Inc. (available June 5, 1991) as
        interpreted in the Commission's letter to Shearman & Sterling dated July
        2, 1993, and, if applicable, any no-action letter obtained pursuant to
        clause (i) above, (B) including a representation that neither the
        Company nor any Guarantor has entered into any arrangement or
        understanding with any Person to distribute the Series B 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 Series B Notes in its ordinary
        course of business and has no arrangement or understanding with any
        Person to participate in the distribution of the Series B Notes received
        in the Exchange Offer and (C) any other commercially reasonable
        undertaking or representation required by the Commission as set forth in
        any no-action letter obtained pursuant to clause (i) above, if
        applicable.

        (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company and the Guarantors shall:

                (i) comply with all the provisions of Section 6(c) below and use
        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 (as
        indicated in the information furnished to the Company pursuant to
        Section 4(b) hereof), 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
        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 within the time periods and otherwise in
        accordance with the provisions hereof, and



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                (ii) issue, upon the request of any Holder or purchaser of
        Series A Notes covered by any Shelf Registration Statement contemplated
        by this Agreement, Series B Notes having an aggregate principal amount
        equal to the aggregate principal amount of Series A Notes sold pursuant
        to the Shelf Registration Statement and surrendered to the Company for
        cancellation; the Company shall register Series B Notes on the Shelf
        Registration Statement for this purpose and issue the Series B Notes to
        the purchaser(s) of securities subject to the Shelf Registration
        Statement in the names as such purchaser(s) shall designate.

        (c) General Provisions. In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Company and the
Guarantors shall:

                (i) use commercially reasonable 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 an untrue statement of material fact or omit to
        state any material fact necessary to make the statements therein not
        misleading 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 curing such defect, and, if Commission
        review is required, use commercially reasonable efforts to cause such
        amendment to be declared effective as soon as practicable. 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
        Company and the Guarantors shall use commercially reasonable efforts to
        obtain the withdrawal or lifting of such order at the earliest possible
        time;

                (ii) prepare and file with the Commission such amendments and
        post-effective amendments to the applicable Registration Statement as
        may be necessary to keep such Registration Statement effective for the
        applicable period set forth in Section 3 or 4 hereof, as the case may
        be; cause the Prospectus to be supplemented by any required Prospectus
        supplement, and as so supplemented to be filed pursuant to Rule 424
        under the Act, and to comply fully with Rules 424, 430A and 462, as
        applicable, under the Act in a timely manner; and comply with the
        provisions of the 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 each Holder promptly and, if requested by such
        Holder, 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 applicable 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



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        thereto, (C) of the issuance by the Commission of any stop order
        suspending the effectiveness of the Registration Statement under the 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, or
        that requires the making of any additions to or changes in the
        Registration Statement in order to make the statements therein not
        misleading, or that requires the making of any additions to or changes
        in the Prospectus in order to make the statements therein, in the light
        of the circumstances under which they were made, not misleading;

                (iv) subject to Section 6(c)(i), if any fact or event
        contemplated by Section 6(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 fact or
        omit to state any material fact necessary to make the statements
        therein, in the light of the circumstances under which they were made,
        not misleading;

                (v) furnish to each Holder in connection with such exchange or
        sale, 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 (including all documents incorporated by reference after the
        initial filing of such Registration Statement), which documents will be
        subject to the review and comment of such Holders in connection with
        such sale, if any, for a period of at least three Business Days, and the
        Company 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 such Holders shall reasonably object within three Business Days
        after the receipt thereof. A Holder shall be deemed to have reasonably
        objected to such filing if such Registration Statement, amendment,
        Prospectus or supplement, as applicable, as proposed to be filed,
        contains an untrue statement of a material fact or omit to state any
        material fact necessary to make the statements therein not misleading or
        fails to comply with the applicable requirements of the Act;

                (vi) make available for inspection by each such person who would
        be an "underwriter" as a result of either (i) the sale by such person of
        Series A Notes covered by such Shelf Registration Statement or (ii) the
        sale during the period referred to in Section 3(c) above by a
        Broker-Dealer of Series B Notes (provided that a Broker-Dealer shall not
        be deemed to be an underwriter solely as a result of it being required
        to deliver a prospectus in connection with any resale of Series B Notes)
        and any attorney, accountant or other agent retained by any such person
        (collectively, the "INSPECTORS"), at the offices where normally kept,
        during reasonable business hours, all financial and other records,
        pertinent corporate documents and properties of the Company and its
        subsidiaries



                                       10
<PAGE>   12

        (collectively, the "RECORDS") as shall be reasonably necessary to enable
        them to exercise any applicable due diligence responsibilities, and
        cause the officers, directors and employees of the Company and its
        subsidiaries to supply all information in each case reasonably requested
        by any such Inspector in connection with such Registration Statement.
        Records which the Company determines, in good faith, to be confidential
        and any Records which it notifies the Inspectors are confidential shall
        not be disclosed by the Inspectors unless (i) the disclosure of such
        Records is necessary to avoid or correct a material misstatement or
        omission in such Registration Statement, (ii) the release of such
        Records is ordered pursuant to a subpoena or other order from a court of
        competent jurisdiction or (iii) the information in such Records has been
        generally available to the public. Each selling Holder of such Transfer
        Restricted Securities and each such Broker-Dealer will be required to
        agree that information obtained by it as a result of such inspections
        shall be deemed confidential and shall not be used by it as the basis
        for any market transactions in the securities of the Company unless and
        until such is made generally available to the public. Each selling
        Holder of such Transfer Restricted Securities and each such
        Broker-Dealer will be required to further agree that it will, upon
        learning that disclosure of such Records is sought in a court of
        competent jurisdiction, give notice to the Company and allow the Company
        at its expense to undertake appropriate action to prevent disclosure of
        the Records deemed confidential;

                (vii) if requested by any Holders in connection with such
        exchange or sale, promptly include in any Registration Statement or
        Prospectus, pursuant to a supplement or post-effective amendment if
        necessary, such information as such Holders may reasonably request to
        have included therein concerning themselves, including, without
        limitation, information relating to the "Plan of Distribution"
        concerning their Transfer Restricted Securities; and make all required
        filings of such Prospectus supplement or post-effective amendment as
        soon as practicable after the Company is notified of the matters to be
        included in such Prospectus supplement or post-effective amendment;

                (viii) furnish to each Holder in connection with such exchange
        or sale 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);

                (ix) deliver to each Holder 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
        selling Holder in connection with the offering and the sale of the
        Transfer Restricted Securities covered by the Prospectus or any
        amendment or supplement thereto;

                (x) upon the request of any Holder, enter into such agreements
        (including underwriting agreements) 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 applicable Registration Statement
        contemplated by this Agreement as may be reasonably requested by any
        Holder in



                                       11
<PAGE>   13

        connection with any sale or resale pursuant to any applicable
        Registration Statement. In such connection, the Company and the
        Guarantors shall:

                        (A) upon request of any Holder, furnish (or in the case
                of paragraphs (2) and (3), use commercially reasonable efforts
                to cause to be furnished) to each Holder, upon Consummation of
                the Exchange Offer or upon the effectiveness of the Shelf
                Registration Statement, as the case may be:

                                (1) a certificate, dated such date, signed on
                        behalf of the Company and each Guarantor by (x) the
                        President or any Vice President of the Company and such
                        Guarantor and (y) a principal financial or accounting
                        officer of the Company and such Guarantor, confirming,
                        as of the date thereof, the matters set forth in
                        Sections 6(ff), 9(a) and 9(b) of the Purchase Agreement
                        and such other similar matters as such Holders may
                        reasonably request;

                                (2) an 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 Company and the Guarantors covering
                        matters similar to those set forth in paragraphs (e)
                        through (k) of Section 9 of the Purchase Agreement and
                        such other matters as such Holder 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
                        and have considered the matters required to be stated
                        therein and the statements contained therein, although
                        such counsel has not independently verified the
                        accuracy, completeness or fairness of such statements;
                        and that such counsel advises that, on the basis of the
                        foregoing (relying as to materiality to the extent such
                        counsel deems appropriate upon the statements of
                        officers and other representatives of the Company and
                        the Guarantors and without independent check or
                        verification), no facts came to such counsel's attention
                        that caused such counsel to believe that the applicable
                        Registration Statement, at the time such Registration
                        Statement or any post-effective amendment thereto became
                        effective and, in the case of the Exchange Offer
                        Registration Statement, as of the date of Consummation
                        of the Exchange Offer, contained an untrue statement of
                        a material fact or omitted to state a material fact
                        required to be stated therein or necessary to make the
                        statements therein not misleading, or that the
                        Prospectus contained in such Registration Statement as
                        of its date and, in the case of the opinion dated the
                        date of Consummation of the Exchange Offer, as of the
                        date of Consummation, contained an untrue statement of a
                        material fact or omitted to state a material fact
                        necessary in order to make the statements therein, in
                        the light of the circumstances under which they were
                        made, not misleading. Without limiting the foregoing,
                        such counsel may state further that such counsel assumes
                        no responsibility for, and has not



                                       12
<PAGE>   14

                        independently verified, the accuracy, completeness or
                        fairness of the financial statements, notes and
                        schedules and other financial data included in any
                        Registration Statement contemplated by this Agreement or
                        the related Prospectus; and

                                (3) a customary comfort letter, dated the date
                        of Consummation of the Exchange Offer, or as of the date
                        of effectiveness of the Shelf Registration Statement, as
                        the case may be, 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 underwritten offerings,
                        and affirming the matters set forth in the comfort
                        letters delivered pursuant to Section 9(m) of the
                        Purchase Agreement (or, in the case of a person that
                        does not satisfy the conditions for receipt) if a "cold
                        comfort" letter specified in Statement of Auditing
                        Standards No. 72, an "agreed-upon procedures letter";
                        and

                        (B) deliver such other documents and certificates as may
                be reasonably requested by the selling Holders to evidence
                compliance with the matters covered in clause (A) above and with
                any customary conditions contained in any agreement entered into
                by the Company and the Guarantors pursuant to this clause (xi);

                (xi) prior to any public offering of Transfer Restricted
        Securities, cooperate with the selling Holders and their 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 may request and do any and all
        other commercially reasonable acts or things necessary to enable the
        disposition in such jurisdictions of the Transfer Restricted Securities
        covered by the applicable Registration Statement; provided, however,
        that neither the Company nor any Guarantor shall be required to register
        or qualify as a foreign corporation or broker dealer where it is not now
        so qualified or to take any action that would subject it to the service
        of process in suits, other than as to matters and transactions relating
        to the Registration Statement or to taxation, in any jurisdiction where
        it is not now so subject;

                (xii) in connection with any sale of Transfer Restricted
        Securities that will result in such securities no longer being Transfer
        Restricted Securities, cooperate with the Holders to facilitate the
        timely preparation and delivery of certificates representing Transfer
        Restricted Securities to be sold and not bearing any restrictive
        legends; and to register, subject to compliance with the Indenture, such
        Transfer Restricted Securities in such denominations and such names as
        the selling Holders may request at least two Business Days prior to such
        sale of Transfer Restricted Securities;

                (xiii) use commercially reasonable efforts to cause the
        disposition of 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 to consummate the disposition of such Transfer
        Restricted Securities, subject to the proviso contained in clause (xii)
        above;



                                       13
<PAGE>   15

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

                (xv) otherwise use commercially reasonable efforts to comply
        with all applicable rules and regulations of the Commission, and make
        generally available to its security holders with regard to any
        applicable Registration Statement, as soon as practicable, a
        consolidated earnings statement meeting the requirements of Rule 158
        (which need not be audited) covering a twelve-month period beginning
        after the effective date of the Registration Statement (as such term is
        defined in paragraph (c) of Rule 158 under the Act);

                (xvi) 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 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 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

                (xvii) provide promptly to each Holder, upon request, each
        document filed with the Commission pursuant to the requirements of
        Section 13 or Section 15(d) of the Exchange Act.

        (d) Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(c)(iii)(B) or (C) or any notice from the Company of the existence of
any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a
"SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration Statement
until (i) such Holder has received copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is
advised in writing by the Company 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 (in each case, the "RECOMMENCEMENT
DATE"). Each Holder receiving a Suspension Notice hereby agrees that it will
either (i) destroy any Prospectuses, other than permanent file copies, then in
such Holder's possession which have been replaced by the Company with more
recently dated Prospectuses or (ii) deliver to the Company (at the Company'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 the Suspension 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 a number of days equal to the
number of days in the period from and including the date of delivery of the
Suspension Notice to the date of delivery of the Recommencement Date.



                                       14
<PAGE>   16

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,
regardless of whether a Registration Statement becomes effective, including
without limitation: (i) all registration and filing fees and expenses; (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 Series B 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 Company and the Guarantors; and (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).

        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) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company and the Guarantors
will reimburse the Initial Purchasers and the Holders of Transfer Restricted
Securities who are tendering Series A Notes in the Exchange Offer and/or selling
or reselling Series A Notes or Series B Notes pursuant to the "Plan of
Distribution" contained in the Exchange Offer Registration Statement or the
Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Latham & Watkins,
unless another firm shall be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Securities for whose benefit such Registration
Statement is being prepared.

SECTION 8. INDEMNIFICATION

        (a) The Company and the Guarantors agree, jointly and severally, to
indemnify and hold harmless each Holder, its directors, officers and each
Person, if any, who controls such Holder (within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act), from and against any and all losses,
claims, damages, liabilities, judgments, (including without limitation, any
reasonable legal or other expenses incurred in connection with investigating or
defending any matter, including any action that could give rise to any such
losses, claims, damages, liabilities or judgments) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement, preliminary prospectus or Prospectus (or any amendment
or supplement thereto) provided by the Company to any Holder or any prospective
purchaser of Series B Notes or registered Series A Notes, or caused by 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,
provided, however, that this indemnity does not apply to any loss, claim,
damage, liability or expense to the extent arising out of an untrue statement or
omission or alleged untrue statement or omission (i) made in reliance upon and
in conformity with written information furnished to the Company by or on behalf
of such Holder or any underwriter with respect to such Holder, expressly for use
in the Registration Statement (or



                                       15
<PAGE>   17

any amendment or supplement thereto) or any Prospectus (or any amendment or
supplement thereto) or (ii) contained in any preliminary prospectus if such
Holder or such underwriter failed to send or deliver a copy of the Prospectus
(in the form it was first provided to such parties for confirmation of sales) to
the person asserting such losses, claims, damages or liabilities on or prior to
the delivery of such written confirmation of any sale of securities covered
thereby to such party in any case where the Company shall have previously
furnished copies thereof to such Holder or such underwriter, as the case may be,
in accordance with this Agreement, at or prior to the written confirmation of
the sale of such securities to such party and the untrue statement contained in
or the omission from the preliminary prospectus was corrected in or the omission
from the preliminary prospectus was corrected in the Prospectus (or any
amendment or supplement thereto). Any amounts advanced by the Company to an
indemnified party pursuant to this Section 8 as a result of such losses shall be
returned to the Company if it shall be finally determined by a court of
competent jurisdiction in a judgment not subject to appeal or final review that
such indemnified party was not entitled to indemnification by the Company.

        (b) Each Holder of Transfer Restricted Securities agrees, severally and
not jointly, to indemnify and hold harmless the Company and the Guarantors, and
their respective directors and officers, and each person, if any, who controls
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act)
the Company, or the Guarantors to the same extent as the foregoing indemnity
from the Company and the Guarantors set forth in section (a) above, but only
with reference to information included in the Registration Statement or any
Prospectus (or any amendment or supplement thereto) in reliance upon, and in
conformity with, written information furnished to the Company by or on behalf of
such Holder expressly for use in any Registration Statement. In no event shall
any Holder, its directors, officers or any Person who controls such Holder be
liable or responsible for any amount in excess of the amount by which the total
amount received by such Holder with respect to its sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds (i) the amount paid by
such Holder for such Transfer Restricted Securities and (ii) the amount of any
damages that such Holder, its directors, officers or any Person who controls
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.

        (c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"INDEMNIFIED PARTY"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "INDEMNIFYING PERSON") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all reasonable fees and expenses of such counsel, as incurred
(except that in the case of any action in respect of which indemnity may be
sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be required
to assume the defense of such action pursuant to this Section 8(c), but may
employ separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the expense of
the Holder). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to
any such action



                                       16
<PAGE>   18

(including any impleaded parties) include both the indemnified party and the
indemnifying party, and the indemnified party shall have been advised by such
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 (in
which case the indemnifying party shall not have the right to assume the defense
of such action on behalf of the indemnified party). In any such case, the
indemnifying party shall not, in connection with any one 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 fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) for all indemnified parties and all such fees and expenses shall be
reimbursed as they are incurred. Such firm shall be designated in writing by a
majority of the Holders, in the case of the parties indemnified pursuant to
Section 8(a), and by the Company and the Guarantors, in the case of parties
indemnified pursuant to Section 8(b). The indemnifying party shall indemnify and
hold harmless the indemnified party from and against any and all losses, claims,
damages, liabilities and judgments by reason of any settlement of any action (i)
effected with the indemnifying party's written consent or (ii) effected without
the indemnifying party's written consent if the settlement is entered into more
than 30 business days after the indemnifying party shall have received a request
from the indemnified party for reimbursement for the fees and expenses of
counsel (in any case where such fees and expenses are at the expense of the
indemnifying party) and, prior to the date of such settlement, the indemnifying
party shall have failed to comply with such reimbursement request. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement or compromise of, or consent to the entry of
judgment with respect to, any pending or threatened action in respect of which
the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified
party, unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability on claims that
are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.

        (d) To the extent that the indemnification provided for in this Section
8 is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each 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 judgments (i) in such proportion as is
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 their sale
of Transfer Restricted Securities or (ii) if the allocation provided by clause
8(d)(i) is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause 8(d)(i) above
but also the relative fault of the Company and the Guarantors, on the one hand,
and of the Holder, on the other hand, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations. The relative
fault of the Company and the Guarantors, on the one hand, and of the Holder, on
the other hand, 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
Company or such Guarantor, on the one hand, or by the Holder, on the other hand,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid or
payable



                                       17
<PAGE>   19

by a party as a result of the losses, claims, damages, liabilities and judgments
referred to above shall be deemed to include, subject to the limitations set
forth in Section 8(a), any legal or other fees or expenses reasonably incurred
by such party in connection with investigating or defending any action or claim.

        The Company, the Guarantors and each Holder agree that it would not be
just and equitable if contribution pursuant to this Section 8(d) 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 judgments 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 matter, including any
action that could have given rise to such losses, claims, damages, liabilities
or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) 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 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 of Transfer Restricted Securities
held by each Holder hereunder and not joint.

SECTION 9. RULE 144A AND RULE 144

        The Company agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the
Company (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 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. MISCELLANEOUS

        (a) Remedies. The Company and the Guarantors acknowledge and agree that
any failure by the Company and/or the Guarantors to comply with their respective
obligations under Sections 3 and 4 hereof may result in material irreparable
injury to the Initial Purchasers or the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, the Initial Purchasers or
any Holder may obtain such relief as may be required to specifically enforce the



                                       18
<PAGE>   20

Company's and the Guarantor's obligations under Sections 3 and 4 hereof. The
Company and the Guarantors further 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. The
Company and the Guarantors represent and warrant to the Holders that 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 and the
Guarantors' 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 (i) in the case of Section 5
hereof and this Section 10(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer, and that does not affect directly or indirectly the rights
of other Holders whose Transfer Restricted 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 subject to
such Exchange Offer.

        (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 Purchasers, 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 the rights of Holders
hereunder.

        (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:

                (i) if to a Holder, at the most current address given by such
        Holder to the Company in accordance with the provisions of this Section
        10(e), which address initially is, with respect to each Holder, the
        address set forth on the records of the Registrar under the Indenture,
        with a copy to the Registrar under the Indenture; and



                                       19
<PAGE>   21

                (ii) if to the Company or the Guarantors:

                     Boyd Gaming Corporation
                     2950 Industrial Road
                     Las Vegas, Nevada 89109
                     Telecopier No.: (702) 792-7335
                     Attention: Chief Financial Officer

                     With a copy to:

                     Morrison and Foerster LLP
                     19900 MacArthur Boulevard, 12th Floor
                     Irvine, California 92612
                     Telecopier No.: (949) 251-0900
                     Attention:  Robert M. Mattson, Jr.

        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 receipt
acknowledged, if telecopied; and on the next business day, if timely delivered
to an air courier guaranteeing overnight delivery.

        The Company, by notice to the Registrar, may designate additional or
different addresses for subsequent notices or communications.

        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.

        The Company shall notify Deutsche Banc. Alex Brown Inc., as
representative of the Initial Purchasers, on the date of the Exchange Offer
Registration Statement or a Shelf Registration Statement, as the case may be, is
filed with the Commission.

        (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, that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Transfer Restricted Securities in violation of
the terms hereof or of the Purchase Agreement or the Indenture. 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 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.



                                       20
<PAGE>   22

        (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.

        (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 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 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 Page Follows]



                                       21
<PAGE>   23

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


                                   BOYD GAMING CORPORATION, a Nevada corporation

                                   By: /s/ Ellis Landau
                                      ------------------------------------------
                                   Name:   Ellis Landau
                                   Title:  Executive Vice President, Treasurer
                                           and Chief Financial Officer

                                   BLUE CHIP CASINO, LLC, an Indiana
                                   limited liability company

                                   By: /s/ William S. Boyd
                                      ------------------------------------------
                                   Name:  William S. Boyd
                                   Title: Operating Manager

                                   BOYD ATLANTIC CITY, INC.,
                                   a New Jersey corporation

                                   By: /s/ Ellis Landau
                                      ------------------------------------------
                                   Name:   Ellis Landau
                                   Title:  Executive Vice President, Treasurer
                                           and Chief Financial Officer

                                   BOYD INDIANA, INC., an Indiana corporation

                                   By: /s/ Ellis Landau
                                      ------------------------------------------
                                   Name:   Ellis Landau
                                   Title:  Executive Vice President, Treasurer
                                           and Chief Financial Officer

                                   BOYD KENNER, INC., a Louisiana corporation

                                   By: /s/ Ellis Landau
                                      ------------------------------------------
                                   Name:   Ellis Landau
                                   Title:  Executive Vice President, Treasurer
                                           and Chief Financial Officer



                                      S-1
<PAGE>   24

                                   BOYD LOUISIANA L.L.C.,
                                   a Nevada limited liability company

                                   By: /s/ William S. Boyd
                                      ------------------------------------------
                                   Name:  William S. Boyd
                                   Title: Manager

                                   BOYD TUNICA, INC., a Mississippi corporation

                                   By: /s/ Ellis Landau
                                      ------------------------------------------
                                   Name:   Ellis Landau
                                   Title:  Executive Vice President, Treasurer
                                           and Chief Financial Officer

                                   CALIFORNIA HOTEL AND CASINO,
                                   a Nevada corporation

                                   By: /s/ Ellis Landau
                                      ------------------------------------------
                                   Name:   Ellis Landau
                                   Title:  Executive Vice President, Treasurer
                                           and Chief Financial Officer

                                    CALIFORNIA HOTEL FINANCE CORPORATION,
                                    a Nevada corporation

                                   By: /s/ Ellis Landau
                                      ------------------------------------------
                                   Name:   Ellis Landau
                                   Title:  Executive Vice President, Treasurer
                                           and Chief Financial Officer



                                      S-2
<PAGE>   25

                                   ELDORADO, INC., a Nevada corporation

                                   By: /s/ Ellis Landau
                                      ------------------------------------------
                                   Name:   Ellis Landau
                                   Title:  Executive Vice President, Treasurer
                                           and Chief Financial Officer

                                   MARE-BEAR, INC., a Nevada corporation

                                   By: /s/ Ellis Landau
                                      ------------------------------------------
                                   Name:   Ellis Landau
                                   Title:  Executive Vice President, Treasurer
                                           and Chief Financial Officer

                                    M.S.W., INC., a Nevada corporation

                                   By: /s/ Ellis Landau
                                      ------------------------------------------
                                   Name:   Ellis Landau
                                   Title:  Executive Vice President, Treasurer
                                           and Chief Financial Officer

                                   PAR-A-DICE GAMING CORPORATION,
                                   an Illinois corporation

                                   By: /s/ Ellis Landau
                                      ------------------------------------------
                                   Name:   Ellis Landau
                                   Title:  Executive Vice President, Treasurer
                                           and Chief Financial Officer


                                      S-3
<PAGE>   26


                                   SAM-WILL, INC., a Nevada corporation

                                   By: /s/ Ellis Landau
                                      ------------------------------------------
                                   Name:   Ellis Landau
                                   Title:  Executive Vice President, Treasurer
                                           and Chief Financial Officer

                                   TREASURE CHEST CASINO, L.L.C.,
                                   a Louisiana limited liability company

                                   By: /s/ Ellis Landau
                                      ------------------------------------------
                                   Name:   Ellis Landau
                                   Title:  Executive Vice President, Treasurer
                                           and Chief Financial Officer



                                      S-4
<PAGE>   27


DEUTSCHE BANC ALEX. BROWN INC.
LEHMAN BROTHERS INC.
BEAR, STEARNS & CO. INC
CIBC WORLD MARKETS CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DRESDNER KLEINWORT WASSERSTEIN--GRANTCHESTER, INC.
FLEET SECURITIES, INC.
SCOTIA CAPITAL (USA) INC.
SG COWEN SECURITIES CORPORATION
WELLS FARGO BROKERAGE SERVICES, LLC


By: DEUTSCHE BANC ALEX. BROWN INC.


By: /s/ Paul Whyte
   ----------------------------------
    Name:  Paul Whyte
    Title: Managing Director

By: /s/ John C. Cushman
   ----------------------------------
    Name:  John C. Cushman
    Title: Director



                                      S-5