<PAGE>

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                          REGISTRATION RIGHTS AGREEMENT


                            Dated as of March 5, 1997

                                  by and among

                        SUN INTERNATIONAL HOTELS LIMITED

                                       and

                      SUN INTERNATIONAL NORTH AMERICA, INC.

                                   as Issuers,

                           THE GUARANTORS NAMED HEREIN

                                       and

                            BEAR, STEARNS & CO. INC.

                     SOCIETE GENERALE SECURITIES CORPORATION

                                       and

                       SCOTIA CAPITAL MARKETS (USA) INC.,

                                  as Purchasers


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<PAGE>

                          REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into as of March 5, 1997, among Sun International Hotels Limited, a Bahamian
international company, and Sun International North America, Inc., a Delaware
corporation (the "Issuers"), the Guarantors as defined herein (the "Guarantors")
and Bear, Stearns & Co. Inc., Societe Generale Securities Corporation and Scotia
Capital Markets (USA) Inc. (together, the "Purchasers").

     This Agreement is made pursuant to the Purchase Agreement, dated March 5,
1997, among the Issuers, the Guarantors named therein and the Purchasers (the
"Purchase Agreement"), which provides for the sale by the Issuers and the
Guarantors to the Purchasers of $200,000,000 aggregate principal amount of 9%
Senior Subordinated Notes due 2007 (the "Securities"). In order to induce the
Purchasers to enter into the Purchase Agreement, the Issuers and the Guarantors
have agreed to provide to the Purchasers and their respective direct and
indirect transferees, among other things, the registration rights for the
Securities set forth in this Agreement. The execution of this Agreement is a
condition to the closing of the transactions contemplated by the Purchase
Agreement.

     The parties hereby agree as follows:

1.   Definitions

     As used in this Agreement, the following terms shall have the following
meanings (and, unless otherwise indicated, capitalized terms used herein without
definition shall have the meanings ascribed to them by the Purchase Agreement):

     Advice: See Section 5.

     Applicable Period: See Section 2.

     Closing Date: The Closing Date as defined in the Purchase Agreement.

     Effectiveness Period: See Section 3.

<PAGE>

     Effectiveness Target Date: The 165th day following the Closing Date.

     Event Date: See Section 4.

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

     Exchange Offer: See Section 2.

     Exchange Registration Statement: See Section 2.

     Exchange Securities: See Section 2.

     Filing Date: The 45th day after the Closing Date.

     Guarantors: The Guarantors (as defined in the Indenture).

     Holder: Any holder of Transfer Restricted Securities.

     Indenture: The Indenture, dated as of the date hereof, among the Issuers,
the Guarantors and The Bank of New York, as trustee, pursuant to which the
Securities are being issued, as amended or supplemented from time to time in
accordance with the terms thereof.

     Issuers: See the introductory paragraph of this Agreement.

     Liquidated Damages: See Section 4.

     Participating Broker-Dealer: See Section 2.

     Person: An individual, trustee, corporation, partnership, joint stock
company, trust, limited liability company, unincorporated association, union,
business association, firm or other legal entity.

     Prospectus: The prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a


                                        2
<PAGE>

prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement, with respect to the terms of the offering of any
portion of the Exchange Securities and/or the Transfer Restricted Securities (as
applicable) covered by such Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

     Purchasers: See the introductory paragraph to this Agreement.

     Registration Default: See Section 4.

     Registration Statement: Any registration statement of the Issuers and the
Guarantors, including, but not limited to, the Exchange Registration Statement,
the Shelf Registration or that otherwise covers any of the Transfer Restricted
Securities pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such registration statement, including
post-effective amendments, all exhibits, and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.

     Rule 144: Rule 144 promulgated pursuant to the Securities Act, as currently
in effect, as such rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC.

     Rule 144A: Rule 144A promulgated pursuant to the Securities Act, as
currently in effect, as such rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the SEC.

     Rule 415: Rule 415 promulgated pursuant to the Securities Act, as currently
in effect, as such rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC.

     SEC: The Securities and Exchange Commission.

     Securities: See the introductory paragraphs to this Agreement.


                                        3
<PAGE>

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

     Shelf Notice: See Section 2.

     Shelf Registration: See Section 3.

     TIA: The Trust Indenture Act of 1939, as amended.

     Transfer Restricted Securities: The Securities upon original issuance
thereof and at all times subsequent thereto, until in the case of any such
Securities (i) a Registration Statement covering such Securities has been
declared effective by the SEC and such Securities have been disposed of in
accordance with such effective Registration Statement, (ii) such Securities are
sold in compliance with Rule 144 or (iii) such Securities cease to be
outstanding.

     Trustee: The trustee under the Indenture and, if existent, the trustee
under any indenture governing the Exchange Securities.

     Underwritten registration or underwritten offering: A registration in which
securities of the Issuers are sold to an underwriter for reoffering to the
public.

2.   Exchange Offer

     (a) The Issuers and the Guarantors agree to file with the SEC as soon as
practicable after the Closing Date, but in no event later than the Filing Date,
an offer to exchange (the "Exchange Offer") any and all of the Transfer
Restricted Securities for a like aggregate principal amount of debt securities
of the Issuers and the Guarantors which are substantially identical to the
Securities, except that the identity of the Guarantors may be different from the
Guarantors that initially guaranteed the Securities pursuant to the Indenture so
long as the Securities are at all times guaranteed in compliance with the
Indenture (the "Exchange Securities") (and which are entitled to the benefits of
the Indenture or a trust indenture which is identical to the Indenture (other
than such changes to the Indenture or any such


                                        4
<PAGE>

identical trust indenture as are necessary to comply with any requirements of
the SEC to effect or maintain the qualification thereof under the TIA) and
which, in either case, has been qualified under the TIA), except that the
Exchange Securities shall have been registered pursuant to an effective
Registration Statement in compliance with the Securities Act. The Exchange Offer
will be registered pursuant to the Securities Act on an appropriate form (the
"Exchange Registration Statement") and will comply with all applicable tender
offer rules and regulations promulgated pursuant to the Exchange Act and shall
be duly registered or qualified pursuant to all applicable state securities or
Blue Sky laws. The Exchange Offer shall not be subject to any condition, other
than that the Exchange Offer does not violate any applicable law or
interpretation of the staff of the SEC. No securities shall be included in the
Registration Statement covering the Exchange Offer other than the Exchange
Securities. The Issuers and the Guarantors agree to use their best efforts to
(x) cause the Exchange Registration Statement to become effective pursuant to
the Securities Act on or before the Effectiveness Target Date; (y) keep the
Exchange Offer open for not less than 20 business days (or such longer period
required by applicable law) after the commencement of the Exchange Offer; and
(z) consummate the Exchange Offer within 45 days after the earlier of the
effectiveness thereof or the Effectiveness Target Date. Each Holder who
participates in the Exchange Offer will be required to represent that any
Exchange Securities received by it will be acquired in the ordinary course of
its business, that at the time of the consummation of the Exchange Offer such
Holder will have no arrangement or understanding with any Person to participate
in the distribution of the Exchange Securities, and that such Holder is not an
affiliate of the Issuers within the meaning of Rule 405 of the Securities Act
(or that if it is such an affiliate, it will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent
applicable). Each Holder that is not a Participating Broker-Dealer will be
required to represent that it is not engaged in, and does not intend to engage
in, the distribution of the Exchange Securities. Each Holder that is (i) a
Participating Broker-Dealer and (ii) will receive Exchange Notes for its own
account in exchange for the Transfer Restricted Securities that it acquired as
the result of market making or other trading activities will be re-


                                        5
<PAGE>

quired to acknowledge that it will deliver a Prospectus as required by law in
connection with any resale of such Exchange Securities. Upon consummation of the
Exchange Offer in accordance with this Agreement, the Issuers and the Guarantors
shall have no further obligation to register Transfer Restricted Securities
pursuant to Section 2(c) and Section 3 of this Agreement.

     (b) The Issuers and the Guarantors shall include within the Prospectus
contained in the Exchange Registration Statement a section entitled "Plan of
Distribution," acceptable to the Purchasers, which shall contain a summary
statement of the positions taken or policies made by the Staff of the SEC with
respect to the potential "underwriter" status of any broker-dealer that is the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange
Securities received by such broker-dealer in the Exchange Offer (a
"Participating Broker-Dealer"). Such "Plan of Distribution" section shall also
allow the use of the Prospectus by all Persons subject to the prospectus
delivery requirements of the Securities Act, including all Participating
Broker-Dealers, and include a statement describing the means by which
Participating Broker-Dealers may resell the Exchange Securities.

     The Issuers and the Guarantors shall use their best efforts to keep the
Exchange Registration Statement effective and to amend and supplement the
Prospectus contained therein, in order to permit such Prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act, for a period of 180 days after consummation of the Exchange
Offer (or such longer period if extended pursuant to the last paragraph of
Section 5) (the "Applicable Period").

     In connection with the Exchange Offer, the Issuers shall:

          (a) mail as promptly as practicable to each Holder a copy of the
     Prospectus forming part of the Exchange Registration Statement, together
     with an appropriate letter of transmittal and related documents;


                                        6
<PAGE>

          (b) utilize the services of a depositary for the Exchange Offer with
     an address in the Borough of Manhattan, The City of New York; and

          (c) permit Holders to withdraw tendered Securities at any time prior
     to the close of business, New York time, on the last business day on which
     the Exchange Offer shall remain open.

     As soon as practicable after the close of the Exchange Offer, the Issuers
and the Guarantors shall:

          (i) accept for exchange all Securities tendered and not validly
     withdrawn pursuant to the Exchange Offer;

          (ii) deliver to the Trustee for cancellation all Securities so
     accepted for exchange; and

          (iii) cause the Trustee to authenticate and deliver promptly to each
     Holder of Securities, Exchange Securities equal in principal amount to the
     Securities of such Holder so accepted for exchange.

     (c) If (1) prior to the consummation of the Exchange Offer, applicable
interpretations of the staff of the SEC do not permit the Issuers and the
Guarantors to effect the Exchange Offer as contemplated herein, or (2) the
Exchange Offer is not consummated within 210 days of the Closing Date for any
reason, then the Issuers shall promptly deliver to the Holders and the Trustee
written notice thereof (the "Shelf Notice") and the Issuers and the Guarantors
shall file a Registration Statement pursuant to Section 3. Following the
delivery of a Shelf Notice to the Holders of Transfer Restricted Securities, the
Issuers and the Guarantors shall not have any further obligation to conduct the
Exchange Offer pursuant to this Section 2, provided that the Issuers and the
Guarantors shall have the right, nonetheless, to proceed to consummate the
Exchange Offer notwithstanding their obligations pursuant to this Section 2(c)
(and, upon such consummation, their obligation to consummate a Shelf
Registration pursuant to clause (2) above shall terminate).


                                        7
<PAGE>

3.   Shelf Registration

     If the Issuers are required to deliver a Shelf Notice as contemplated by
Section 2(c), then:

     (a) Shelf Registration. The Issuers and the Guarantors shall prepare and
file with the SEC, as promptly as practicable following the delivery of the
Shelf Notice, a Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415 covering all of the Transfer Restricted
Securities (the "Shelf Registration"). The Shelf Registration shall be on Form
F-3 or another appropriate form permitting registration of such Transfer
Restricted Securities for resale by the Holders in the manner or manners
reasonably designated by them (including, without limitation, one or more
underwritten offerings). The Issuers and the Guarantors shall not permit any
securities other than the Transfer Restricted Securities to be included in the
Shelf Registration. The Issuers and the Guarantors shall use their best efforts,
as described in Section 5(b), to cause the Shelf Registration to be declared
effective pursuant to the Securities Act as promptly as practicable following
the filing thereof and to keep the Shelf Registration continuously effective
under the Securities Act until the earlier of (i) the date which is 36 months
after the Closing Date, (ii) the date that all Transfer Restricted Securities
covered by the Shelf Registration have been sold in the manner set forth and as
contemplated in the Shelf Registration or (iii) there ceases to be outstanding
any Transfer Restricted Securities (the "Effectiveness Period").

     (b) Supplements and Amendments. The Issuers and the Guarantors shall use
their best efforts to keep the Shelf Registration continuously effective by
supplementing and amending the Shelf Registration if required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration, if required by the Securities Act, or if reasonably
requested by the Holders of a majority in aggregate principal amount of the
Transfer Restricted Securities covered by such Registration Statement and by any
underwriter of such Transfer Restricted Securities.


                                        8
<PAGE>

4.   Liquidated Damages

     (a) The Issuers, the Guarantors and the Purchasers agree that the Holders
of Transfer Restricted Securities will suffer damages if the Issuers or any
Guarantor fail to fulfill their obligations pursuant to Section 2 or Section 3
hereof and that it would not be possible to ascertain the extent of such
damages. Accordingly, in the event of such failure by the Issuers or any
Guarantor to fulfill such obligations, the Issuers and the Guarantors hereby
agree to pay liquidated damages ("Liquidated Damages") to each Holder of
Transfer Restricted Securities under the circumstances and to the extent set
forth below:

          (i) if neither the Exchange Registration Statement nor the Shelf
     Registration has been filed with the SEC on or prior to the Filing Date; or

          (ii) if neither the Exchange Registration Statement nor the Shelf
     Registration is declared effective by the SEC on or prior to the
     Effectiveness Target Date; or

          (iii) if (A) an Exchange Registration Statement is declared effective
     by the SEC, and (B) the Issuers and the Guarantors have not exchanged
     Exchange Securities for all Securities validly tendered in accordance with
     the terms of the Exchange Offer on or prior to 45 days following the
     earlier of (i) the effectiveness thereof or (ii) the Effectiveness Target
     Date; or

          (iv) the Shelf Registration has been declared effective by the SEC and
     such Shelf Registration ceases to be effective or usable at any time during
     the Effectiveness Period, without being succeeded on the same day
     immediately by a post-effective amendment to such Registration Statement
     that cures such failure and that is itself immediately declared effective
     on the same day;

(any of the foregoing, a "Registration Default") then the Issuers shall pay to
each Holder of Transfer Restricted Securities Liquidated Damages in an amount
equal to 0.5% per annum of the principal amount of Transfer Restricted


                                        9
<PAGE>

Securities held by such Holder during the first 90-day period immediately
following the occurrence of such Registration Default. The amount of such
Liquidated Damages will increase by an additional 0.5% per annum of the
principal amount of Transfer Restricted Securities with respect to each
subsequent 90-day period, until all Registration Defaults have been cured;
provided, however, that Liquidated Damages shall not at any time exceed 2.0% per
annum of the principal amount of Transfer Restricted Securities. Following the
cure of all Registration Defaults relating to any Transfer Restricted
Securities, the accrual of Liquidated Damages with respect to such Transfer
Restricted Securities will cease. A Registration Default under clause (i) above
shall be cured on the date that either the Exchange Registration Statement or
the Shelf Registration is filed with the SEC; a Registration Default under
clause (ii) above shall be cured on the date that either the Exchange
Registration Statement or the Shelf Registration is declared effective by the
SEC; a Registration Default under clause (iii) above shall be cured on the
earlier of the date (A) the Exchange Offer is consummated or (B) a Shelf
Registration Statement is declared effective; and a Registration Default under
clause (iv) above shall be cured on the earlier of (A) the date that the
post-effective amendment curing the deficiency in the Shelf Registration is
declared effective or (B) the Effectiveness Period expires.

     (b) The Issuers shall notify the Trustee within one business day after each
and every date on which a Registration Default occurs (an "Event Date").
Liquidated Damages shall be paid by the Issuers to the Holders by wire transfer
of immediately available funds to the accounts specified by them or by mailing
checks to their registered addresses if no such accounts have been specified on
or before the semi-annual interest payment date provided in the Indenture. Each
obligation to pay Liquidated Damages shall be deemed to commence accruing on the
applicable Event Date and to cease accruing when all Registration Defaults have
been cured. In no event shall the Issuers pay Liquidated Damages in excess of
the maximum applicable amount set forth above, regardless of whether one or
multiple Registration Defaults exist.


                                       10
<PAGE>

5.   Registration Procedures

     In connection with the registration of any Exchange Securities or Transfer
Restricted Securities pursuant to Sections 2 or 3 hereof, the Issuers and the
Guarantors shall effect such registration to permit the sale of such Exchange
Securities or Transfer Restricted Securities (as applicable) in accordance with
the intended method or methods of disposition thereof, and pursuant thereto the
Issuers and the Guarantors shall:

     (a) Prepare and file with the SEC, a Registration Statement or Registration
Statements as prescribed by Section 2 or 3, and to use their best efforts to
cause such Registration Statement(s) to become effective and remain effective as
provided herein; provided that, if (1) such filing is pursuant to Section 3, or
(2) a Prospectus contained in an Exchange Registration Statement filed pursuant
to Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Securities during the
Applicable Period, before filing any Registration Statement or Prospectus or any
amendments or supplements thereto, the Issuers shall, if requested, furnish to
and afford you a reasonable opportunity to review copies of all such documents
(including copies of any documents to be incorporated by reference therein and
all exhibits thereto) proposed to be filed (at least 3 business days prior to
such filing, or such later date as is reasonable under the circumstances) and
shall use their best efforts to reflect in each such document, when so filed
with the SEC, such comments as you may reasonably and timely propose.

     (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration or Exchange Registration Statement, as the
case may be, as may be necessary to keep such Registration Statement
continuously effective for the periods required by Section 2 or Section 3, as
applicable; cause the related Prospectus to be supplemented by any required
Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
(or any similar provisions then in force) under the Securities Act; and comply
with the provisions of the Securities Act, the Exchange Act and the rules and
regulations of the SEC promulgated thereunder with respect to the disposition of
all securities


                                       11
<PAGE>

covered by such Registration Statement as so amended or in such Prospectus as so
supplemented and with respect to the subsequent resale of any securities being
sold by a Participating Broker-Dealer covered by any such Prospectus; the
Issuers and the Guarantors shall be deemed not to have used their best efforts
to keep a Registration Statement effective during the Applicable Period if they
voluntarily take any action that would result in selling Holders of the Transfer
Restricted Securities covered thereby or Participating Broker-Dealers seeking to
sell Exchange Securities not being able to sell such Transfer Restricted
Securities or such Exchange Securities during that period, unless (i) such
action is required by applicable law, or (ii) such action is taken by them in
good faith and for valid business reasons (not including avoidance of their
obligations hereunder), including the acquisition or divestiture of assets.

     (c) If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a
Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Securities during the
Applicable Period, notify the selling Holders of Transfer Restricted Securities,
or each such Participating Broker-Dealer known to the Issuers, as the case may
be, their counsel and the managing underwriters, if any, promptly and confirm
such notice in writing, (i) when a Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to a Registration
Statement or any post-effective amendment, when the same has become effective
(including in such notice a written statement that any Holder may, upon request,
obtain, without charge, one conformed copy of such Registration Statement or
post-effective amendment including financial statements and schedules, documents
incorporated or deemed to be incorporated by reference and exhibits), (ii) of
the issuance by the SEC of any stop order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of any
preliminary prospectus or the initiation of any proceedings for that purpose,
(iii) if at any time when a prospectus is required by the Securities Act to be
delivered in connection with sales of the Transfer Restricted Securities the
representations and warranties of the Issuers or the Guarantors contained in any
agreement (including any


                                       12
<PAGE>

underwriting agreement) contemplated by Section 5(l) below cease to be true and
correct, (iv) of the receipt by the Issuers or the Guarantors of any
notification with respect to the suspension of the qualification or exemption
from qualification of a Registration Statement or any of the Transfer Restricted
Securities or the Exchange Securities to be sold by any Participating
Broker-Dealer for offer or sale in any jurisdiction, or the initiation of any
proceeding for such purpose, (v) of the happening of any event or any
information becoming known that makes any statement made in such Registration
Statement or related Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that
requires the making of any changes in such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and that in the case of the Prospectus, it will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, and (vi) of the
Issuers' and the Guarantors' reasonable determination that a post-effective
amendment to a Registration Statement would be appropriate.

     (d) If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a
Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Securities during the
Applicable Period, use its best efforts to prevent the issuance of any order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of a Prospectus or suspending the qualification
(or exemption from qualification) of any of the Transfer Restricted Securities
or the Exchange Securities (as applicable) to be sold by any Participating
Broker-Dealer, for sale in any jurisdiction, and, if any such order is issued,
to use their reasonable best efforts to obtain the withdrawal of any such order
at the earliest possible moment.


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<PAGE>

     (e) If a Shelf Registration is filed pursuant to Section 3 and if requested
by the managing underwriters, if any, and the Holders of a majority in aggregate
principal amount of the Transfer Restricted Securities being sold in connection
with an underwritten offering, (i) promptly incorporate in a prospectus
supplement or post-effective amendment such information as the managing
underwriters, if any, or such Holders or counsel reasonably request to be
included therein, (ii) make all required filings of such prospectus supplement
or such post-effective amendment as soon as practicable after the Issuers have
received notification of the matters to be incorporated in such prospectus
supplement or post-effective amendment, and (iii) supplement or make amendments
to such Registration Statement with such information as the managing
underwriter, if any, and such Holders and counsel reasonably request to be
included therein.

     (f) If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a
Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Securities during the
Applicable Period, furnish to each selling Holder of Transfer Restricted
Securities and to each such Participating Broker-Dealer who so requests, as the
case may be, their counsel and each managing underwriter, if any, without
charge, one conformed copy of the Registration Statement or Registration
Statements and each post-effective amendment thereto, including financial
statements and schedules, and, if requested, all documents incorporated or
deemed to be incorporated therein by reference and all exhibits.

     (g) If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a
Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Securities during the
Applicable Period, deliver to each selling Holder of Transfer Restricted
Securities pursuant to a Shelf Registration, or each such Participating
Broker-Dealer, as the case may be, their counsel, and the underwriters, if any,
without charge, as many copies of the Prospectus or Prospectuses (including each
form of preliminary prospectus) and each amendment or supplement thereto and any
documents incorporated by


                                       14
<PAGE>

reference therein as such Persons may reasonably request; and, subject to the
last paragraph of this Section 5, the Issuers and the Guarantors hereby consent
to the use of such Prospectus and each amendment or supplement thereto by each
of the selling Holders of Transfer Restricted Securities or each such
Participating Broker-Dealer, as the case may be, and the underwriters or agents,
if any, and dealers (if any), in connection with the offering and sale of the
Transfer Restricted Securities covered by or the sale by Participating
Broker-Dealers of the Exchange Securities pursuant to such Prospectus and any
amendment or supplement thereto.

     (h) If a Shelf Registration is filed pursuant to Section 3, cooperate with
the selling Holders of Transfer Restricted Securities and the managing
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities to be sold, which
certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Depository Trust Company, and enable such Transfer
Restricted Securities to be in such denominations and registered in such names
as the managing underwriters, if any, or Holders may reasonably request.

     (i) If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a
Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Securities during the
Applicable Period, upon the occurrence of any event contemplated by paragraph
5(c)(v) or 5(c)(vi) above, as promptly as practicable prepare and (subject to
Section 5(a) above) file with the SEC, at the expense of the Issuers and the
Guarantors, a supplement or post-effective amendment to the Registration
Statement or a supplement to the related Prospectus or any document incorporated
or deemed to be incorporated therein by reference, or file any other required
document so that, as thereafter delivered to the purchasers of the Transfer
Restricted Securities being sold thereunder or to the purchasers of the Exchange
Securities to whom such Prospectus will be delivered by a Participating
Broker-Dealer, any such Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or


                                       15
<PAGE>

necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.

     (j) Prior to the effective date of the first Registration Statement
relating to the Transfer Restricted Securities, (i) provide the Trustee with
certificates for the Transfer Restricted Securities in a form eligible for
deposit with The Depository Trust Company and (ii) provide a CUSIP number for
the Transfer Restricted Securities.

     (k) In connection with an underwritten offering of Transfer Restricted
Securities pursuant to a Shelf Registration, enter into an underwriting
agreement as is customary in underwritten offerings and take all such other
actions as are reasonably requested by the managing underwriters in order to
expedite or facilitate the registration or the disposition of such Transfer
Restricted Securities, and in such connection, (i) make such representations and
warranties to the underwriters, with respect to the business of the Issuers, the
Guarantors and their subsidiaries and the Registration Statement, Prospectus and
documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, as are customarily made by issuers to underwriters in
underwritten offerings, and confirm the same if and when requested; (ii) obtain
opinions of counsel to the Issuers and the Guarantors and updates thereof in
form and substance reasonably satisfactory to the managing underwriters,
addressed to the underwriters covering the matters customarily covered in
opinions requested in underwritten offerings and such other matters as may be
reasonably requested by underwriters; (iii) obtain "cold comfort" letters and
updates thereof in form and substance reasonably satisfactory to the managing
underwriters from the independent certified public accountants of the Issuers
and the Guarantors (and, if necessary, any other independent certified public
accountants of any subsidiary of the Issuers or the Guarantors or of any
business acquired by either of them for which financial statements and financial
data are, or are required to be, included in the Registration Statement),
addressed to each of the underwriters, such letters to be in customary form and
covering matters of the type customarily covered in "cold comfort" letters in
connection with underwritten offerings and such other matters as are reasonably
requested by underwriters as permitted by Statement on


                                       16
<PAGE>

Auditing Standards No. 72; and (iv) if an underwriting agreement is entered
into, the same shall contain indemnification provisions and procedures no less
favorable than those set forth in Section 7 hereof (or such other provisions and
procedures acceptable to Holders of a majority in aggregate principal amount of
Transfer Restricted Securities covered by such Registration Statement and the
managing underwriters or agents) with respect to all parties to be indemnified
pursuant to said Section. The above shall be done at each closing under such
underwriting agreement, or as and to the extent required thereunder.

     (l) If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a
Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Securities during the
Applicable Period, (i) make available for inspection by any selling Holder of
such Transfer Restricted Securities being sold, or each such Participating
Broker-Dealer, as the case may be, any underwriter participating in any such
disposition of Transfer Restricted Securities, if any, and any attorney,
accountant or other agent retained by any such selling Holder or each such
Participating Broker-Dealer, as the case may be, or underwriter (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 Issuers, the Guarantors and their subsidiaries
(collectively, the "Records") as shall be reasonably necessary to enable them to
exercise any applicable due diligence responsibilities, and (ii) cause the
officers, directors and employees of the Issuers, the Guarantors and their
subsidiaries to supply all information in each case reasonably requested by any
such Inspector in connection with such Registration Statement. Information
supplied pursuant to clauses (i) and (ii) above which the Issuers determine, in
good faith, to be confidential and 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 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 compe-


                                       17
<PAGE>

tent jurisdiction or (iii) the information in such Records has been made
generally available to the public.

     (m) Provide an indenture trustee for the Transfer Restricted Securities or
the Exchange Securities, as the case may be, and cause the Indenture to be
qualified under the TIA not later than the effective date of the Exchange Offer
or the first Registration Statement relating to the Transfer Restricted
Securities; and in connection therewith, cooperate with the trustee under any
such indenture and the holders of the Transfer Restricted Securities, to effect
such changes to such indenture as may be required for such indenture to be so
qualified in accordance with the terms of the TIA; and execute, and use its best
efforts to cause such trustee to execute, all documents as may be required to
effect such changes, and all other forms and documents required to be filed with
the SEC to enable such indenture to be so qualified in a timely manner.

     (n) Comply with all applicable rules and regulations of the SEC and, as
soon as reasonably practicable, make generally available to its securityholders
consolidated earnings statements (which need not be audited) of the Issuers that
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder.

     (o) If an Exchange Offer is to be consummated, upon delivery of the
Transfer Restricted Securities by Holders to the Issuers (or to such other
Person as directed by the Issuers) in exchange for the Exchange Securities, the
Issuers and the Guarantors shall mark, or cause to be marked, on such Transfer
Restricted Securities that such Transfer Restricted Securities are being
cancelled in exchange for the Exchange Securities; in no event shall such
Transfer Restricted Securities be marked as paid or otherwise satisfied.

     (p) Cooperate with each seller of Transfer Restricted Securities covered by
any Registration Statement and each underwriter, if any, participating in the
disposition of such Transfer Restricted Securities and their respective counsel
in connection with any filings required to be made with the National Association
of Securities Dealers, Inc. (the "NASD").


                                       18
<PAGE>

     (q) Use their best efforts to take all other steps necessary to effect the
registration of the Transfer Restricted Securities or Exchange Securities, as
applicable, covered by a Registration Statement contemplated hereby.

     The Issuers may require each seller of Transfer Restricted Securities or
Participating Broker-Dealer as to which any registration is being effected to
furnish to the Issuers such information regarding such seller or Participating
Broker-Dealer and the distribution of such Transfer Restricted Securities or
Exchange Securities to be sold by such Participating Broker-Dealer, as the case
may be, as the Issuers may, from time to time, reasonably request. The Issuers
may exclude from such registration the Transfer Restricted Securities of any
seller or Participating Broker-Dealer who fails to furnish such information
within a reasonable time after receiving such request.

     Each Holder of Transfer Restricted Securities and each Participating
Broker-Dealer agrees by acquisition of such Transfer Restricted Securities or
Exchange Securities to be sold by such Participating Broker-Dealer, as the case
may be, that, upon receipt of any notice from the Issuers of the happening of
any event of the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v) or
5(c)(vi), such Holder will forthwith discontinue disposition of such Transfer
Restricted Securities covered by such Registration Statement or Prospectus or
Exchange Securities to be sold by such Participating Broker-Dealer, as the case
may be, until such Holder's receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 5(j), or until it is advised in writing (the
"Advice") by the Issuers that the use of the applicable Prospectus may be
resumed, and has received copies of any amendments or supplements thereto. In
the event the Issuers give any notice of the happening of any event of the kind
described in Section 5(c)(ii), 5(c)(iv), 5(c)(v) or 5(c)(vi), the time period
for the effectiveness of such Registration Statement set forth in Section 2 or
Section 3 hereof, as applicable, shall be extended by the number of days from
the date of such notice to the date when each selling Holder covered by such
Registration Statement shall have received copies of the supplemental or amended
Prospectus contemplated by


                                       19
<PAGE>

Section 5(j) or shall have received the Advice that the use of the applicable
Prospectus may be resumed.

6.   Registration Expenses

     (a) All fees and expenses incident to the performance of or compliance with
this Agreement by the Issuers or the Guarantors shall be borne by the Issuers
and the Guarantors, whether or not the Exchange Offer or a Shelf Registration is
filed or becomes effective, including, without limitation, (i) all registration
and filing fees (including, without limitation, (A) fees with respect to filings
required to be made with the NASD in connection with an underwritten offering
and (B) fees and expenses of compliance with state securities or Blue Sky laws
(including, without limitation, reasonable fees and disbursements of counsel in
connection with Blue Sky qualifications of the Transfer Restricted Securities or
Exchange Securities (x) where the Holders of Transfer Restricted Securities are
located, in the case of the Exchange Securities, or (y) as provided in Section
5(h), in the case of Transfer Restricted Securities or Exchange Securities to be
sold by a Participating Broker-Dealer during the Applicable Period)), (ii)
printing expenses (including, without limitation, expenses of printing
certificates for Transfer Restricted Securities or Exchange Securities in a form
eligible for deposit with The Depository Trust Company and of printing
prospectuses if the printing of prospectuses is requested by the managing
underwriters, if any, or, in respect of Transfer Restricted Securities or
Exchange Securities to be sold by any Participating Broker-Dealer during the
Applicable Period, by the Holders of a majority in aggregate principal amount of
the Transfer Restricted Securities included in any Registration Statement or of
such Exchange Securities, as the case may be), (iii) messenger, telephone and
delivery expenses, (iv) fees and disbursements of counsel for the Issuers and
the Guarantors, (v) fees and disbursements of all independent certified public
accountants referred to in Section 5(l)(iii) (including, without limitation, the
expenses of any special audit and "cold comfort" letters required by or incident
to such performance), (vi) rating agency fees, (vii) Securities Act liability
insurance, if the Issuers and the Guarantors desire such insurance, (viii) fees
and expenses of all other Persons retained by the Issuers or the Guarantors,
(ix) internal expenses of the Issuers and the


                                       20
<PAGE>

Guarantors (including, without limitation, all salaries and expenses of officers
and employees of the Issuers and the Guarantors performing legal or accounting
duties), (x) the expense of any annual audit, (xi) the fees and expenses
incurred in connection with the listing of the securities to be registered on
any securities exchange and (xii) the expenses relating to printing, word
processing and distributing all Registration Statements, underwriting
agreements, securities sales agreements, and indentures. Nothing contained in
this Section 6 shall create an obligation on the part of the Issuers or any
Guarantor to pay or reimburse any Holder for any underwriting commission or
discount attributable to any such Holder's Transfer Restricted Securities
included in an underwritten offering pursuant to a Registration Statement filed
in accordance with the terms of this Agreement, or to guarantee such Holder any
profit or proceeds from the sale of such Securities.

     (b) In connection with any Shelf Registration hereunder, the Issuers and
the Guarantors shall reimburse the Holders of the Transfer Restricted Securities
being registered in such registration for the reasonable fees and disbursements
of not more than one counsel (in addition to one local counsel in each relevant
jurisdiction) chosen by the Holders of a majority in aggregate principal amount
of the Transfer Restricted Securities to be included in such Registration
Statement and other reasonable out-of-pocket expenses of the Holders of Transfer
Restricted Securities reasonably incurred in connection with the registration of
the Transfer Restricted Securities.

7.   Indemnification

     Each Issuer and each Guarantor agrees, jointly and severally, to indemnify
and hold harmless (i) each of the Purchasers, each Holder of Transfer Restricted
Securities, each Holder of Exchange Securities, each Participating
Broker-Dealer, (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 such
Person (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 of such Person
or any controlling person (any person referred to in


                                       21
<PAGE>

clause (i), (ii) or (iii) may hereinafter be referred to as an "Indemnified
Person") 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 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 Person) directly or indirectly caused by, related to, based upon,
arising out of or in connection with any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement or
Prospectus (as amended or supplemented if the Issuers shall have furnished any
amendments or supplements thereto) or any preliminary prospectus, or caused by,
arising out of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, except insofar as such losses, claims, damages or liabilities are
caused by (i) any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with information relating to
any Indemnified Person furnished to the Issuers or any underwriter in writing by
such Indemnified Person expressly for use therein, or (ii) any untrue statement
contained in or omission from a preliminary prospectus if a copy of the
Prospectus (as then amended or supplemented, if the Issuers shall have furnished
to or on behalf of the Holder participating in the distribution relating to the
relevant Registration Statement any amendments or supplements thereto) was not
sent or given by or on behalf of such Holder to the person asserting any such
losses, liabilities, claims, damages or expenses who purchased Securities, if
such is required by law at or prior to the written confirmation of the sale of
such Securities to such person and the untrue statement contained in or omission
from such preliminary prospectus was corrected in the Prospectus (or the
Prospectus as amended or supplemented). The Issuers and the Guarantors shall
notify the Trustee promptly of the institution, threat or assertion of any
claim, proceeding (including any governmental investigation) or litigation of
which it or they shall have become aware in connection with the matters ad-


                                       22
<PAGE>

dressed by this Agreement which involves the Issuers, any Guarantor or an
Indemnified Person.

     In connection with any Registration Statement in which a Holder of Transfer
Restricted Securities is participating, such Holder of Transfer Restricted
Securities agrees, severally and not jointly, to indemnify and hold harmless the
Issuers, the Guarantors and their directors and officers and each person who
controls the Issuers or the Guarantors within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Issuers and the Guarantors to each Indemnified
Person, but only with reference to information relating to such Indemnified
Person furnished to the Issuers in writing by such Indemnified Person expressly
for use in any Registration Statement or Prospectus, any amendment or supplement
thereto, or any preliminary prospectus. The liability of any Indemnified Person
pursuant to this paragraph shall in no event exceed the net proceeds received by
such Indemnified Person from sales of Transfer Restricted Securities giving rise
to such obligations.

     If any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any person
in respect of which indemnity may be sought pursuant to either of the two
preceding paragraphs, such person (the "indemnified party") shall promptly
notify the person against whom such indemnity may be sought (the "indemnifying
person") in writing, and the indemnifying person shall have the right to assume
the defense thereof with counsel reasonably satisfactory to the indemnified
party to represent the indemnified party and any others the indemnifying person
may reasonably designate in such proceeding and shall pay the reasonable fees
and expenses actually incurred by such counsel related to such proceeding. In
any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party, unless (i) the indemnifying person and the
indemnified party shall have mutually agreed in writing to the contrary, (ii)
the indemnifying person failed to assume the defense within a reasonable time
after the commencement of the action and employ counsel reasonably satisfactory
to the indemnified party


                                       23
<PAGE>

or (iii) the named parties to any such action (including any impleaded parties)
include both such indemnified party and the indemnifying person, or any
affiliate of the indemnifying person and such indemnified party shall have been
reasonably advised by counsel that either (x) there may be one or more legal
defenses available to it which are different from or additional to those
available to the indemnifying person or such affiliate of the indemnifying
person or (y) a conflict may exist between such indemnified party and the
indemnifying person or such affiliate of the indemnifying person (in which case
the indemnifying person shall not have the right to assume the defense of such
action on behalf of such indemnified party, it being understood, however, that
the indemnifying person shall not, in connection with any one such action or
separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
fees and expenses of more than one separate firm of attorneys (in addition to
any local counsel) for all such indemnified parties, which firm shall be
designated in writing by indemnified parties who sold a majority in aggregate
principal amount of Transfer Restricted Securities sold by all such indemnified
parties and any such separate firm for the Issuers and the Guarantors, their
directors, their officers and such control persons of the Issuers and the
Guarantors shall be designated in writing by the Issuers. The indemnifying
person shall not be liable for any settlement of any proceeding effected without
its written consent, which consent shall not be unreasonably withheld, but if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying person agrees to indemnify any indemnified party from and against
any loss or liability by reason of such settlement or judgment. No indemnifying
person shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

     If the indemnification provided for in the first and second paragraphs of
this Section 7 is unavailable to an indemnified party in respect of any losses,


                                       24
<PAGE>

claims, damages, liabilities, or expenses referred to therein (other than by
reason of the exceptions provided therein), then each indemnifying person under
such paragraphs, in lieu of indemnifying such indemnified party thereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities, or expenses (i) in such
proportion as is appropriate to reflect the relative benefits of the indemnified
party on the one hand and the indemnifying person(s) on the other in connection
with the statements or omissions that resulted in such losses, claims, damages,
liabilities, or expenses or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the indemnifying person(s) and the indemnified party, as
well as any other relevant equitable considerations. The relative fault of the
indemnifying person(s), on the one hand, and any indemnified parties, on the
other, shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
indemnifying person(s), on the one hand, or by such indemnified parties, on the
other, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

     The parties agree that it would not be just and equitable if contribution
pursuant to this Section 7 were determined by pro rata allocation (even if such
indemnified parties were treated as one entity for such purpose) or by any other
method of allocation that 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 and
liabilities referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any reasonable legal or
other expenses actually incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7, in no event shall an indemnified party be required
to contribute any amount in excess of the amount by which proceeds received by
such indemnified party from sales of Transfer Restricted Secu-


                                       25
<PAGE>

rities exceeds the amount of any damages that such indemnified party 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 indemnity and contribution agreements contained in this Section 7 will
be in addition to any liability which the indemnifying persons may otherwise
have to the indemnified parties referred to above. The indemnified parties'
obligations to contribute pursuant to Section 7 are several in proportion to the
respective principal amount of Securities sold by each of the indemnified
parties hereunder and not joint.

8.   Rules 144 and 144A

     The Issuers and the Guarantors covenant that they will file the reports
required to be filed by them pursuant to the Securities Act and the Exchange Act
and the rules and regulations adopted by the SEC thereunder in a timely manner
and, if at any time the Issuers and the Guarantors are not required to file such
reports, they will, upon the request of any Holder of Transfer Restricted
Securities, make available information required by Rules 144 and 144A under the
Securities Act in order to permit sales pursuant to Rule 144 and Rule 144A.

9.   Underwritten Registrations

     (a) If any of the Transfer Restricted Securities covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering will
be selected by the Holders of a majority in aggregate principal amount of such
Transfer Restricted Securities included in such offering and reasonably
acceptable to the Issuers.

     No Holder of Transfer Restricted Securities may participate in any
underwritten registration hereunder, unless such Holder (i) agrees to sell such
Holder's Transfer Restricted Securities on the basis provided in any customary
underwriting arrangements entered into in


                                       26
<PAGE>

connection therewith and (ii) completes and executes all questionnaires, powers
of attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

     (b) Each Holder of Transfer Restricted Securities agrees, if requested
(pursuant to a timely written notice) by the managing underwriters in an
underwritten offering or placement agent in a private offering of the Company's
debt securities, not to effect any private sale or distribution (including a
sale pursuant to Rule 144(k) and Rule 144A, but excluding non-public sales to
any of its affiliates, officers, directors, employees and controlling persons)
of any of the Securities except pursuant to an Exchange Offer, during the period
beginning 10 days prior to, and ending 90 days after, the closing date of the
underwritten offering.

     The foregoing provisions shall not apply to any Holder of Transfer
Restricted Securities if such Holder is prevented by applicable statute or
regulation from entering into any such agreement.

     The Issuers and the Guarantors agree without the written consent of the
managing underwriters in an underwritten offering of Transfer Restricted
Securities covered by a Registration Statement filed pursuant to Section 3
hereof, not to effect any public or private sale or distribution of their
respective debt securities, including a sale pursuant to Regulation D or Rule
144A under the Securities Act, during the period beginning 10 days prior to, and
ending 90 days after, the closing date of each underwritten offering made
pursuant to such Registration Statement; provided, however, that such period
shall be extended by the number of days from and including the date of the
giving of any notice pursuant to Section 5(c)(v) or 5(c)(vi) hereof to and
including the date when each seller of Transfer Restricted Securities covered by
such Registration Statement shall have received the copies of the supplemented
or amended Prospectus contemplated by Section 5(j) hereof and provided further,
that no such offering restriction shall apply to more than one such underwritten
offering per twelve-month period.


                                       27
<PAGE>

10.  Miscellaneous

     (a) Remedies. In the event of a breach by the Issuers of any of their
obligations under this Agreement, each Holder of Transfer Restricted Securities,
in addition to being entitled to exercise all rights provided herein, in the
Indenture or, in the case of the Purchasers, in the Purchase Agreement, or
granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement. Subject to Section 4, the
Issuers and the Guarantors agree that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by them of any of the
provisions of this Agreement and hereby further agree that, in the event of any
action for specific performance in respect of such breach, they shall waive the
defense that a remedy at law would be adequate.

     (b) No Inconsistent Agreements. None of the Issuers or any Guarantor will
enter into any agreement with respect to any of their respective securities
which will grant to any Person piggy-back registration rights with respect to an
Exchange Registration Statement or a Shelf Registration.

     (c) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless the Issuers have obtained the written consent of holders of at least a
majority of the then outstanding aggregate principal amount of Transfer
Restricted Securities and Exchange Securities held by Participating
Broker-Dealers holding Exchange Securities. Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders and Participating
Broker-Dealers holding Exchange Securities whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect, impair, limit or compromise the rights of other Holders and
Participating Broker-Dealers holding Exchange Securities may be given by holders
of at least a majority in aggregate principal amount of the Transfer Restricted
Securities and Exchange Securities held by Participating Broker-Dealers being
sold by such holders pursuant to such Registration Statement; provided that


                                       28
<PAGE>

the provisions of this sentence may not be amended, modified or supplemented
except in accordance with the provisions of the immediately preceding sentence.

     (d) Notices. All notices and other communications (including without
limitation any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or telecopier:

          (i) if to a Holder of Transfer Restricted Securities, at the most
     current address given by the Trustee to the Issuers; and

          (ii) if to the Issuers or the Guarantors, Charles D. Adamo, Sun
     International Hotels Limited, Coral Towers, Paradise Island (Tel: 242-363-
     2202)(Fax: 242-363-4581), with a copy to Cravath, Swaine & Moore, 825
     Eighth Avenue, New York, New York 10019, Attention: James M. Edwards, Esq.
     (Tel: 212-474-1688)(Fax: 212-474-3700).

     All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; ten business days after
being deposited in the mail, postage prepaid, if mailed; three business days
after being timely delivered to a next-day air courier; and when receipt is
acknowledged by the addressee, if telecopied.

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

     (e) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without limitation and without the need for an express assignment, subsequent
Holders of Transfer Restricted Securities. The Issuers and the Guarantors agree
that the holders of the Securities shall be third party beneficiaries to the
agreements made hereunder by the Issuers and the Guarantors and each holder
shall have the right to enforce such agreements directly to the extent it


                                       29
<PAGE>

deems such enforcement necessary or advisable to protect its rights hereunder.

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

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

     (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH
OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH
OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT TO ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND IRREVOCABLY ACCEPTS
FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.

     (i) Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated, and the parties hereto shall use
their best efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and


                                       30
<PAGE>

declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

     (j) Entire Agreement. This Agreement, together with the Purchase Agreement,
is intended by the parties as a final expression of their agreement, and is
intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and therein.

     (k) Securities Held by the Issuers, the Guarantors or Their Affiliates.
Whenever the consent or approval of Holders of a specified percentage of
Transfer Restricted Securities is required hereunder, Transfer Restricted
Securities held by the Issuers, any Guarantor or any of their affiliates (as
such term is defined in Rule 405 under the Securities Act) shall not be counted
in determining whether such consent or approval was given by the Holders of such
required percentage.


                                       31
<PAGE>

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

                                   SUN INTERNATIONAL HOTELS LIMITED


                                   By:  ________________________________________
                                        Name:
                                        Title:



                                   SUN INTERNATIONAL NORTH AMERICA, INC.


                                   By:  ________________________________________
                                        Name:
                                        Title:


                                   GUARANTORS:

                                   SUN INTERNATIONAL BAHAMAS LIMITED


                                   By:  ________________________________________
                                        Name:
                                        Title:



                                   PARADISE ISLAND LIMITED


                                   By:  ________________________________________
                                        Name:
                                        Title:



                                   ISLAND HOTEL COMPANY LIMITED


                                   By:  ________________________________________
                                        Name:
                                        Title:

<PAGE>

                                   PARADISE BEACH INN LIMITED


                                   By:  ________________________________________
                                        Name:
                                        Title:



                                   PARADISE ENTERPRISES LIMITED


                                   By:  ________________________________________
                                        Name:
                                        Title:



                                   PARADISE ACQUISITIONS LIMITED


                                   By:  ________________________________________
                                        Name:
                                        Title:


                                   SUN INTERNATIONAL MANAGEMENT LIMITED


                                   By:  ________________________________________
                                        Name:
                                        Title:



                                   SUN COVE, LTD.


                                   By:  ________________________________________
                                        Name:
                                        Title:

<PAGE>



                                   RESORTS INTERNATIONAL HOTEL, INC.


                                   By:  ________________________________________
                                        Name:
                                        Title:



                                   GGRI, INC.


                                   By:  ________________________________________
                                        Name:
                                        Title:

<PAGE>

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

BEAR, STEARNS & CO. INC.
SOCIETE GENERALE SECURITIES CORPORATION
SCOTIA CAPITAL MARKETS (USA) INC.


BY:  BEAR, STEARNS & CO. INC.


By:  ________________________________________
     Name:
     Title: