Registration Rights Agreement



  
 Exhibit 4.2

 EXECUTION COPY 
 REGISTRATION RIGHTS AGREEMENT 
 by and among 

Sabra Health Care Limited Partnership 
 Sabra Capital Corporation 
 Sabra Heath Care REIT, Inc. 

and the other Guarantors listed herein or 
 that become party hereto from time to time 
 and 

Banc of America Securities LLC, 
 as the Representative of 
 the several Initial Purchasers 

Dated as of October 27, 2010 







  
 REGISTRATION RIGHTS
AGREEMENT 
 This Registration Rights Agreement (this “Agreement”) is made and entered into as of
October 27, 2010, by and among Sabra Health Care Limited Partnership, a Delaware limited liability partnership and Sabra Capital Corporation, a Delaware corporation (collectively, the “Issuers”), Sabra Health Care REIT, Inc.
(“Sabra”), a Maryland corporation, the guarantors party hereto (including those guarantors that execute a joinder to this Agreement) (collectively, with Sabra, the “Guarantors”), and Banc of America Securities LLC,
on behalf of itself and as representative of Citigroup Global Markets Inc., J.P. Morgan Securities, LLC, Wells Fargo Securities and RBC Capital Markets Corporation (collectively, the “Initial Purchasers”), each of whom has agreed to
purchase the Issuers’ 8.125% Senior Notes due 2018 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The
Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.” 
 This Agreement is made pursuant to the Purchase Agreement, dated October 22, 2010 (the “Purchase Agreement”), among the Issuers, the guarantors party thereto and Banc of America
Securities LLC, on behalf of itself and as representative of the Initial Purchasers, (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Initial Securities, including the Initial
Purchasers. In order to induce the Initial Purchasers to purchase the Initial Securities, the Issuers 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 5(i) of the Purchase Agreement. 
 The parties hereby agree as
follows: 
 SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following
meanings: 
 Additional Interest: As defined in Section 5 hereof. 

Advice: As defined in Section 6(c) hereof. 
 Agreement: As defined in the preamble hereto. 
 Broker-Dealer:
Any broker or dealer registered under the Exchange Act. 
 Business Day: Any day other than a Saturday, Sunday or
U.S. Federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed. 
 Closing Date: The date of this Agreement. 
 Commission:
The Securities and Exchange Commission. 







  
 Consummate:
A registered 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 Securities 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 Issuers to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by
Holders thereof pursuant to the Exchange Offer. 
 Consummation Deadline: As defined in Section 3(b) hereof.

 Effectiveness Target Date: As defined in Section 5 hereof. 

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

Exchange Offer: The registration by the Issuers under the Securities Act of the Exchange Securities pursuant to a
Registration Statement pursuant to which the Issuers offer the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in
an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders and with terms that are identical in all respects to the Transfer Restricted Securities
(except that the Exchange Securities will not contain terms with respect to Additional Interest or transfer restrictions). 

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 Initial
Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act. 

Exchange Securities: The 8.125% Senior Notes due 2018, of the same series under the Indenture as the Initial Notes and the
Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. 

FINRA: The Financial Industry Regulatory Authority, Inc. 
 Free-Writing Prospectus: Each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Issuers or the Guarantors or used or referred to by the
Issuers or the Guarantors in connection with the sale of Securities under the Shelf Registration Statement. 

Guarantees: As defined in the preamble hereto. 
 Guarantors: As defined in the preamble hereto. 

  
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 Holders:
As defined in Section 2(b) hereof. 
 Indemnified Holder: As defined in Section 8(a) hereof.

 Indenture: The Indenture, dated as of October 27, 2010, by and among the Issuers, the Guarantors and Wells
Fargo Bank, N.A., as trustee (the “Trustee”), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof. 

Initial Purchaser: As defined in the preamble hereto. 

Initial Notes: As defined in the preamble hereto. 
 Initial Placement: The issuance and sale by the Issuers of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement. 

Initial Securities: As defined in the preamble hereto. 

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

Issue Date: The date on which the Initial Securities are issued. 

Issuers: A defined in the preamble hereto. 
 Person: An individual, partnership, corporation, limited liability company, trust, unincorporated organization or other legal entity, or a government or agency or political subdivision
thereof. 
 Prospectus: The prospectus included in a Registration Statement (or deemed a part of any Shelf
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 and, in respect of any Shelf
Registration Statement, including for the avoidance of doubt any “issuer free writing prospectus” within the meaning of Rule 433 of the Securities Act. 
 Purchase Agreement: As defined in the preamble hereto. 
 Registration
Default: As defined in Section 5 hereof. 
 Registration Statement: Any registration statement of
the Issuers relating to (a) an offering of Exchange Securities pursuant to an 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 or deemed a part thereof in the case of any Shelf Registration Statement, all amendments and supplements thereto (including post-effective amendments) and all
exhibits and material incorporated by reference therein. 

  
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 Securities: As
defined in the preamble hereto. 
 Securities Act: The Securities Act of 1933, as amended. 

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

Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the date on which such
Initial Security is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such
Initial Security has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement, (c) the date on which such Initial Security is distributed to the public by a Broker-Dealer pursuant to
the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein) or (d) the date on which such Initial Security ceases to be outstanding under the terms of
the Indenture. 
 Trust Indenture Act: The Trust Indenture Act of 1939, as amended. 

Underwritten Registration or Underwritten Offering: A registration in which securities of the Issuers are sold to an
underwriter for reoffering to the public. 
 SECTION 2. Securities Subject to this Agreement. 

(a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted
Securities. 
 (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted
Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities. 
 SECTION 3.
Registered Exchange Offer. 
 (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission
policy, each of the Issuers and the Guarantors shall (i) cause to be filed with the Commission within 90 days after the Closing Date (or if such 90th day is not a Business Day, the next succeeding Business Day), a Registration Statement under
the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective within 210 days after the Closing Date (or if such 210th day is
not a Business Day, the next succeeding Business Day), (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 become
effective, (B) file, if applicable, 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 Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer and (iv) upon 

  
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the effectiveness of such Registration Statement, promptly commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the
Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof. 

(b) The Issuers 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; provided, however, that in no event shall such period be less than 30 days
after the later to occur of (i) the date notice of the Exchange Offer is mailed to the Holders or (ii) the date the Exchange Offer Registration Statement is declared effective. The Issuers shall cause the Exchange Offer to comply with all
applicable Federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Issuers shall use their commercially reasonable efforts to cause the Exchange Offer to
be Consummated no later than 240 days after the Closing Date (or if such 240th day is not a Business Day, the next succeeding Business Day) (the “Consummation Deadline”). 

(c) The Issuers shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange
Offer Registration Statement that any Broker-Dealer who holds Initial Securities 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 Issuers), may exchange such Initial Securities 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 Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be
satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by
Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Initial Securities 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. 
 Each of the Issuers and the Guarantors shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the
provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities,
and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the
date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. 

  
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 The Issuers shall
provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-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 Issuers and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer
is not permitted by applicable law or Commission policy, (ii) for any reason the Exchange Offer is not Consummated by the Consummation Deadline or (iii) with respect to any Holder of Transfer Restricted Securities such Holder notifies the
Issuers that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without
delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, (C) such Holder is a Broker-Dealer and holds Initial Securities acquired
directly from the Issuers or one of their affiliates or (D) such Holder is an Initial Purchaser and holds Initial Securities acquired directly from the Issuers or their affiliates, then, upon such Holder’s request, the Issuers and the
Guarantors shall 
 (x) cause, as promptly as practicable, 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”), and 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 
 (y) use their commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission (i) in the case of clause 4(a)(i) above, by the 90th day (or if
such 90th day is not a Business Day, the next succeeding Business Day) after the Issuers determine they are not permitted to file the Exchange Offer Registration Statement or to Consummate the Exchange Offer due to a change in applicable law or
Commission policy, but in any event not earlier than the 210th day after the Closing Date (or if such 210th day is not a Business Day, the next succeeding Business Day), (ii) in the case of clause (4)(a)(ii) above, by the 90th day after
the Consummation Deadline and (iii) in the case of clause 4(a)(iii) above, by the 90th day after the receipt of notice but in any event not earlier than the 210th day after the Closing Date (or if such 90th or 210th day, as applicable, is not a
Business Day, the next succeeding Business Day). 

  
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 Each of the Issuers
and the Guarantors shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to
ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities
Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years following the Closing Date (or shorter period that will terminate when all the Initial Securities covered by such Shelf
Registration Statement have been sold pursuant to such Shelf Registration Statement). 
 (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 Issuers in writing, within 20 Business Days after receipt of a request therefor, such information as the Issuers may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or
preliminary Prospectus included therein or deemed a part thereof. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Issuers all information required to be disclosed in order to make the
information previously furnished to the Issuers by such Holder not materially misleading. 
 SECTION 5. Additional Interest.
The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers and the Guarantors fail to fulfill their obligations under Section 3 or Section 4 hereof and that it would not be feasible to ascertain
the extent of such damages with precision. Accordingly, the Issuers agree to pay as liquidated damages, 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 (the “Effectiveness Target
Date”), (iii) the Exchange Offer has not been Consummated by the Consummation Deadline 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 its intended purpose without being succeeded immediately by a post-effective amendment to such 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”), additional interest (the “Additional Interest”) shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities
from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. The rate of the Additional Interest will be $0.05 per week per $1,000 principal amount
of Transfer Restricted Securities for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional $0.05 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 additional interest rate of $0.20 per week per $1,000 principal amount of Transfer Restricted Securities. Following the cure of all
Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities;
provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing
provisions. 

  
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 Any amounts of
Additional Interest due pursuant to this Section 5 will be payable in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, applicable to the Holders of record specified in the Indenture, commencing
with the first such date occurring after any Additional Interest commences to accrue. 
 All obligations of the Issuers and the
Guarantors 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 security shall have been satisfied in full. 
 SECTION 6. Registration Procedures. 

(a) Exchange Offer Registration Statement. (i) In connection with the Exchange Offer, the Issuers and the Guarantors shall
comply with all of the provisions of Section 6(c) hereof, and shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or
methods of distribution thereof. 
 (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 Issuers, prior to the Consummation thereof, a written representation to the Issuers (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 Issuers, (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 Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted
Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees 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 Securities obtained by such
Holder in exchange for Initial Securities acquired by such Holder directly from the Issuers. 

  
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 (b) Shelf
Registration Statement. In connection with the Shelf Registration Statement, each of the Issuers and the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use its commercially reasonable efforts to effect such
registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto each of the Issuers and the Guarantors will as expeditiously as possible
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 Initial
Securities by Broker-Dealers), each of the Issuers and the Guarantors shall: 
 (i) use its commercially
reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors for the
period specified in Section 3 or 4 hereof, 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 a material fact or omit
to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (B) not to be effective and usable for resale of
Transfer Restricted Securities during the period required by this Agreement, the Issuers 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), if Commission review is required, use its commercially reasonable efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for
their intended purpose(s) as soon as practicable thereafter; 
 (ii) prepare and file with the Commission such
amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement (including any Free-Writing Prospectus, if any) 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 or otherwise cease to be Transfer Restricted Securities; 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; 

  
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 (iii)
advise the underwriter(s), if any, and selling Holders 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
causes any Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein to contain an untrue statement of a material fact or that requires the making of any additions to or changes in
the Registration Statement or the Prospectus in order to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at
any time the Commission shall issue any stop order suspending the effectiveness of the 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, each of the Issuers and the Guarantors shall use its commercially reasonable efforts to promptly obtain the withdrawal or lifting of such order; 

(iv) furnish without charge to each of the Initial Purchasers, each selling Holder named in any Registration Statement,
and each of the 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 (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 and underwriter(s) in connection with such sale, if any, for a period of at least
five Business Days, and the Issuers 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 an
Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement 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 an Initial Purchaser or underwriter, if any, or Holder named in any Registration Statement, if any, shall be deemed to be reasonable if such Registration Statement,
amendment, Prospectus or supplement, as 

  
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applicable, as proposed to be filed, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; 
 (v) promptly prior to
the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, make available copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement, and to the
underwriter(s), if any, make the Issuers’ and the Guarantors’ representatives available for discussion of such document and other customary due diligence matters, and give reasonable consideration to any comments provided by such selling
Holders or underwriter(s), if any, on such document prior to the filing thereof; 
 (vi) make available at
reasonable times for inspection by the Initial Purchasers, the managing underwriter(s), if any, participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the
underwriter(s), subject to customary agreements regarding confidentiality and use of such information, all financial and other records, pertinent corporate documents and properties of each of the Issuers and the Guarantors as shall be reasonably
requested to enable them to exercise any applicable due diligence responsibilities and cause the Issuers’ and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter,
attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent requested by
the managing underwriter(s), if any; 
 (vii) if requested by any selling Holders or 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, information with respect to the principal amount of Transfer Restricted Securities being sold to such
underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as
soon as reasonably practicable after the Issuers are notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; 
 (viii) cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal
amount of Securities covered thereby or the underwriter(s), if any; 
 (ix) upon written request, furnish to each
Initial Purchaser, 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); 

  
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 (x)
upon written request, 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 Free-Writing Prospectus, if any) and any amendment or supplement
thereto as such Persons reasonably may request; each of the Issuers and the Guarantors hereby consents to the use 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 reasonable 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 reasonably requested by any Initial Purchaser or by any Holder of Transfer
Restricted Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an
Underwritten Registration, each of the Issuers and the Guarantors shall: 
 (A) furnish to each Initial
Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the Consummation of the Exchange
Offer or, if applicable, the effectiveness of the Shelf Registration Statement: 
 (1) a certificate, 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 (y) the President or any Vice President and (z) a principal financial or accounting officer of each
of the Issuers and the Guarantors, confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of Section 5(h) of the Purchase Agreement and such other matters as such parties 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 Issuers and the Guarantors, covering the matters set forth in Exhibits A, B, C and D of the Purchase Agreement (to the extent applicable) and such other matters as such parties may
reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Issuers and the Guarantors, representatives of


  
 -12-









 
the independent public accountants for the Issuers and the Guarantors, representatives of the underwriter(s), if any, and counsel to the underwriter(s), if any, in connection with the preparation
of such Registration Statement and the related Prospectus 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, 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, 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 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 effectiveness of the Shelf Registration Statement, from the Issuers’ independent accountants, in the customary form and covering matters of the type
customarily requested to be covered in comfort letters by underwriters in connection with primary underwritten offerings, and covering or affirming the matters set forth in the comfort letters delivered pursuant to Section 5(a) of the Purchase
Agreement, 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 by such parties to evidence compliance with Section 6(c)(xi)(A) hereof and with any customary conditions contained in
the underwriting agreement or other agreement entered into by either Issuer or any of the Guarantors pursuant to this Section 6(c)(xi), if any. 

  
 -13-









 If at any time the representations and warranties of the Issuers and the
Guarantors contemplated in Section 6(c)(xi)(A)(1) hereof cease to be true and correct, the Issuers or the Guarantors shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by
such Persons, shall confirm such advice in writing; 
 (xii) 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 state securities or blue sky laws of such
jurisdictions as the selling Holders or underwriter(s), if any, may reasonably request and do any and all other commercially reasonable 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 none of the Issuers or Guarantors shall 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; 

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

(xiv) 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 at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s); 
 (xv) use its commercially reasonable 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 Section 6(c)(xii) hereof;

 (xvi) if any fact or event contemplated by Section 6(c)(iii)(D) hereof 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 in order to make the statements therein, in the light of the circumstances in which they were made, not
misleading; 

  
 -14-









  
 (xvii)
provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering such Securities and provide the Trustee under the Indenture with printed certificates for such Securities which are in a form eligible
for deposit with the Depository Trust Company and take all other action necessary to ensure that all such Securities are eligible for deposit with the Depository Trust Company; 

(xviii) cooperate and assist in any filings required to be made with FINRA 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 FINRA; 

(xix) otherwise use its commercially reasonable 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 commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the
Issuers’ first fiscal quarter commencing after the effective date of the Registration Statement; 
 (xx)
cause the Indenture to be qualified under the Trust Indenture Act 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
Securities 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 Trust Indenture Act; and to execute and use its 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; 

(xxi) if unavailable on EDGAR, 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; and 
 (xxii) to the
extent any Free Writing Prospectus is used, file with the Commission any Free Writing Prospectus that is required to be filed with the Commission in accordance with the Securities Act and to retain any Free Writing Prospectus not required to be
filed in accordance with the requirements of the Securities Act. 

  
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 Each Holder agrees by
acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Issuers of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, 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)(xvi) hereof, or until it is advised in writing (the
“Advice”) by the Issuers that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Issuers, each
Holder will deliver to the Issuers (at the Issuers’ 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 Issuers 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 notice pursuant to Section 6(c)(iii)(D) hereof 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)(xvi) hereof or shall have received the Advice; provided, however, that no such extension shall be taken into account in determining whether Additional Interest is due
pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the Issuers’ option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes
of Section 5 hereof. 
 SECTION 7. Registration Expenses. 

(a) All expenses incident to the Issuers’ and the Guarantor’s performance of or compliance with this Agreement will be borne by
the Issuers and the Guarantors jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial
Purchaser or Holder with FINRA (and, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all fees and expenses
of compliance with Federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities 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 Issuers, the Guarantors and, subject to Section 7(b) hereof, one counsel for the Holders of Transfer Restricted Securities; (v) all application
and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; (vi) all fees and disbursements of independent certified public accountants of the
Issuers and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance); and (vii) all fees and expenses of the exchange agent and the Trustee, including the fees and
disbursements of their counsel. 
 Each of the Issuers and the Guarantors will, in any event, bear its 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
Issuers or the Guarantors. 

  
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 (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 Issuers and the Guarantors, jointly and severally, will reimburse the Initial
Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the
Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Cravath, Swaine & Moore 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 Registration Statement is being prepared. 
 SECTION 8.
Indemnification. 
 (a) The Issuers and the Guarantors, jointly and severally, agree to indemnify and hold harmless
(i) each Holder, (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 (1) any untrue
statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein
not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (including any amendment or supplement thereto or any Free Writing Prospectus), or any omission or alleged omission to state
therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case 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 Issuers by any of the Holders expressly for use
therein. This indemnity agreement shall be in addition to any liability which any Issuer or Guarantor may otherwise have. 
 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 Issuers or the
Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Issuers and the Guarantors in writing; provided, however, that the failure to give such notice


  
 -17-









 
shall not relieve any of the Issuers or the Guarantors of its 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 Issuers and the Guarantors (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to indemnification hereunder). The Issuers 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 Issuers and the Guarantors shall be liable
for any settlement of any such action or proceeding effected with an Issuer’s or Guarantor’s prior written consent, which consent shall not be withheld unreasonably, and each of the Issuers and the Guarantors agrees 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 Issuers and the Guarantors. The Issuers 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, 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 and no admission of fault. 
 (b) Each Holder of Transfer
Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Issuers, the Guarantors and their respective directors, officers of the Issuers and the Guarantors who sign a Registration Statement, and any Person
controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) either Issuer or any of the Guarantors, and the respective officers and directors of each such Person, to the same extent as the
foregoing indemnity from the Issuers 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 specifically for use in any
Registration Statement. In case any action or proceeding shall be brought against the Issuers, 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 Issuers and the Guarantors, and the Issuers, the Guarantors, their respective directors and officers who sign a Registration Statement and such controlling person
shall have the rights and duties given to each Holder by the preceding paragraph. 
 (c) If the indemnification provided for in
this Section 8 is unavailable to an indemnified party under Section 8(a) or (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 Issuers and the Guarantors, on the one hand, and the 

  
 -18-









 
Holders, on the other hand, from the Initial Placement (which in the case of the Issuers and the Guarantors shall be deemed to be equal to the total gross proceeds to the Issuers and the
Guarantors from the Initial Placement), the amount of Additional Interest 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 Issuers and the Guarantors, on the one hand, and the Holders, on the other hand, 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 Issuers 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 an Issuer or a Guarantor, on the one hand, or the Indemnified
Holders, 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 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) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim. 
 Each of the Issuers, Guarantors and Holders of Transfer Restricted Securities
agrees 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 net proceeds received by such Holder
with respect to the Initial Securities 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 of Initial Securities held by each of the Holders hereunder, and not joint. 
 SECTION 9. Rule 144A. Each of the Issuers and the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the
Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act. 

  
 -19-









  
 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. 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(s) and
managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment
banker(s) and managing underwriter(s) must be reasonably satisfactory to the Issuers. 
 SECTION 12. Miscellaneous. 

(a) Remedies. Each of the Issuers and the Guarantors hereby agrees 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. Each of the Issuers 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. None of the Issuers or Guarantors has previously entered into any agreement
granting any registration rights with respect to its securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any Issuer’s or
Guarantor’s securities under any agreement in effect on the date hereof. 
 (c) Adjustments Affecting the Securities.
None of Sabra or the Issuers will take any action, or permit any change to occur, with respect to the Securities that would materially and adversely affect the ability of the Holders to Consummate any 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 Issuers have (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the written consent of Holders of all outstanding Transfer Restricted
Securities and (ii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by
the Issuers or their affiliates). Notwithstanding 

  
 -20-









 
the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and
that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted
Securities being tendered or registered; provided, however, that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Issuers 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) Joinders. On the Escrow Release Date (as defined in the Purchase Agreement), each Subsequent Subsidiary Guarantor (as defined
in the Purchase Agreement) will execute a counterpart to this Agreement in the form attached as Annex I hereto. 
 (f)
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 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 Issuers: 

Sabra Health Care Limited Partnership 
 Sabra Capital Corporation 
 c/o Sun Healthcare Group, Inc. 

18831 Von Karman, Suite 400 
 Irvine, CA 92612 
 Telecopier No.: (949) 255-7057 

Attention: Richard K. Matros and Harold W. Andrews, Jr. 
 With a copy to: 
 O’Melveny & Myers LLP 

610 Newport Center Drive, 17th Floor 
 Newport Beach, CA 92660 
 Telecopier No.: (949)823-6994 

Attention: Andor Terner, 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. 

  
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 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. 
 (g) 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. 
 (h) 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. 

(i) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the
meaning hereof. 
 (j) 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 CONFLICTS OF LAW RULES THEREOF. 
 (k) 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. 
 (l) 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 by the Issuers with respect to the Transfer Restricted Securities. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such subject matter. 
 [remainder of page intentionally
blank] 

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

					
	SABRA HEALTH CARE REIT, INC.,
		
	By:	 	/s/ Richard K. Matros
		 	Name:	 	Richard K. Matros
		 	Title:	 	Chief Executive Officer and President
	
	SABRA HEALTH CARE LIMITED PARTNERSHIP
		
	By:	 	/s/ Richard K. Matros
		 	Name:	 	Richard K. Matros
		 	Title:	 	President
	
	SABRA CAPITAL CORPORATION
		
	By:	 	/s/ Richard K. Matros
		 	Name:	 	Richard K. Matros
		 	Title:	 	Chief Executive Officer and President
		
		 	SUN HEALTHCARE GROUP, INC.
		
	By:	 	/s/ Richard K. Matros
		 	Name:	 	Richard K. Matros
		 	Title:	 	Chairman of the Board and Chief
		 		 	Executive Officer



  
 -23-









  
 
					
	SABRA HEALTH CARE LLC
		
	By:	 	/s/ Richard K. Matros
		 	Name:	 	Richard K. Matros
		 	Title:	 	President
	
	SABRA HEALTH CARE HOLDINGS I, LLC
		
	By:	 	/s/ Richard K. Matros
		 	Name:	 	Richard K. Matros
		 	Title:	 	President
	
	SABRA HEALTH CARE HOLDINGS II, LLC
		
	By:	 	/s/ Richard K. Matros
		 	Name:	 	Richard K. Matros
		 	Title:	 	President



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

					
	BANC OF AMERICA SECURITIES LLC
		 	 Acting on behalf of itself
 and as the Representative of
 the several Initial Purchasers

		
	By:	 	Banc of America Securities LLC
		
	By:	 	/s/ Sarang Gadkari
		 	Name:	 	Sarang Gadkari
		 	Title:	 	Managing Director

 [Signature Page to
Registration Rights Agreement] 

  
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 ANNEX I 

JOINDER dated as of [        ] (this “Joinder”), to the Registration Rights
Agreement dated as of October 27, 2010 (the “Registration Rights Agreement”) among Sabra Health Care REIT, Inc., Sabra Health Care Limited Partnership, Sabra Capital Corporation, Sun Healthcare Group, Inc., the Closing Date
Subsidiary Guarantors identified therein and Banc of America Securities LLC, in its individual capacity and as Representative for the other Initial Purchasers. 
 A. Reference is made to the Registration Rights Agreement. 
 B. Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Registration Rights Agreement. 
 C. Each of Sabra, Old Sun, the Issuers and the Closing Date Subsidiary Guarantors have entered into the Registration Rights Agreement in order to induce the Initial Purchasers to purchase the Initial
Securities, all as set forth in more detail in the Registration Rights Agreement. As a condition to the Representative entering into the Registration Rights Agreement on behalf of itself and as the Representative of the several Initial Purchasers,
and thereby agreeing to purchase the Initial Securities on the terms set forth in the Purchase Agreement, it required the other parties to the Registration Rights Agreement to provide certain representations and warranties and to make certain other
covenants and agreements. At the time of the entering into of the Registration Rights Agreement, it was also contemplated that any Subsequent Subsidiary Guarantor would become party to the Registration Rights Agreement on or prior to the Escrow
Release Date and execute a Supplemental Indenture to the Indenture as a condition to the proceeds of the Initial Securities being released by the Escrow Agent. Section 12(e) of the Registration Rights Agreement provides that any Subsequent
Subsidiary Guarantor may become a “Guarantor” for purposes of the Registration Rights Agreement by execution and delivery of an instrument in the form of this Joinder. The undersigned Subsequent Subsidiary Guarantor (the “New
Guarantor”) is executing this Joinder to become a Guarantor under the Registration Rights Agreement as consideration for the prior issuance of the Initial Securities under the Purchase Agreement and is concurrently executing a Supplemental
Indenture to the Indenture in satisfaction of a condition to the release of the Escrowed Funds (as defined in the Purchase Agreement). 
 Accordingly, the Representative and the New Guarantor agree as follows: 
 SECTION
1. In accordance with Section 12(e) of the Registration Rights Agreement, the New Guarantor by its signature below becomes a Guarantor for all purposes of the Registration Rights with the same force and effect as if originally named therein
(with due acknowledgment of the fact that the joinder of such New Guarantor to the Registration Rights Agreement shall only become effective as of the date hereof) and the New Guarantor hereby agrees to all the terms and provisions of the
Registration Rights Agreement applicable to it as a Guarantor thereunder, including, for the avoidance of doubt, the provisions of Section 8 of the Registration Rights Agreement. The Registration Rights Agreement is hereby incorporated herein
by reference. 







  
 SECTION 2. The New
Guarantor represents and warrants to, and agrees with, the Representative, on behalf of itself and as the Representative of the several Initial Purchasers, on and as of the date hereof that: 

(a) this Joinder has been duly authorized, executed and delivered by such New Guarantor; 

(e) The execution, delivery and performance of this Joinder by the New Guarantor and the consummation of the transactions contemplated
hereby and by the Registration Rights Agreement will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which, with notice, lapse of time or both, would result in any breach or violation
of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (or result in the
creation or imposition of a lien, charge or encumbrance on any property or assets of the New Guarantor) (A) the charter, partnership agreement or bylaws, as the case may be, of the New Guarantor, (B) any indenture, mortgage, deed of trust,
bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the New Guarantor is a party or by which any of its properties may be bound or affected, (C) any Federal,
state, local or foreign law, regulation or rule, including any such law, rule or regulation applicable to the health care industry as they apply to the businesses of the New Guarantor (collectively “Applicable Laws”), (D) any
rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including the rules and regulations of FINRA) or (E) any decree, judgment or order applicable to the New Guarantor or any of its properties,
other than in the case of clause (B) for such breaches, violations and defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

SECTION 3. This Joinder may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterparty of a signature page to this Joinder by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall be
effective as delivery of a manually executed counterpart thereof. 
 SECTION 4. Except as expressly supplemented hereby, the
Purchase Agreement shall remain in full force and effect. 
 SECTION 5. THIS JOINDER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. 

  
 Annex I-2









  
 SECTION 6. The
invalidity or unenforceability of any section, paragraph or provision of this Joinder shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Joinder is for
any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. 

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 12(e) of the Registration
Rights Agreement. 
 [remainder of page intentionally blank] 

  
 Annex I-3









  
 IN WITNESS WHEREOF,
the New Guarantor and the Representative have duly executed this Joinder to the Registration Rights Agreement as of the day and year first above written. 

 

			
	 [Future Subsidiary Guarantor],
 as a New Guarantor

		
	By:	 	 
		 	 Name:

Title:




  
 Annex I-4









  

					
	 BANC OF AMERICA SECURITIES LLC

    as the Representative

		
	By:	 	Banc of America Securities LLC
			
		 	By:	 	 
		 		 	Managing Director


  
 Annex I-5