Registration Rights Agreement dated as of December 30, 2005


     

    
 

     

    
      
        

      

    

    REGISTRATION
      RIGHTS AGREEMENT

     

    Dated
      as
      of December 30, 2005

     

    Among

     

    OMEGA
      HEALTHCARE INVESTORS, INC.

     

    and

     

    THE
      GUARANTORS NAMED HEREIN

     

    as
      Issuers,

     

    and

     

    DEUTSCHE
      BANK SECURITIES INC.,

     

    BANC
      OF
      AMERICA SECURITIES LLC, AND

     

    UBS
      SECURITIES LLC

     

    


     

    as
      Initial Purchasers

     

    7%
      Senior
      Notes due 2016

     

    


     

     

    
 


    TABLE
      OF
      CONTENTS

     

                                                                                                Page

    
      
        	
                1.Definitions

              	
                1

              
	
                2.Exchange
                  Offer

              	
                5

              
	
                3.Shelf
                  Registration

              	
                9

              
	
                4.Additional
                  Interest

              	
                10

              
	
                5.Registration
                  Procedures

              	
                12

              
	
                6.Registration
                  Expenses

              	
                22

              
	
                7.Indemnification
                  and Contribution.

              	
                23

              
	
                8.Rules
                  144 and 144A

              	
                27

              
	
                9.Underwritten
                  Registrations

              	
                27

              
	
                10.Miscellaneous

              	 27


      



    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
           

        

      

    



    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”)
      is
      dated as of December 30, 2005, among OMEGA
      HEALTHCARE INVESTORS, INC.,
      a
      Maryland corporation (the “Company”),
      the
      subsidiaries of the Company listed on the signature pages hereto (collectively,
      and together with any entity that in the future executes a supplemental
      indenture pursuant to which such entity agrees to guarantee the Notes (as
      hereinafter defined), the “Guarantors,”
      and
      together with the Company, the “Issuers”)
      and
      DEUTSCHE BANK SECURITIES INC., BANC OF AMERICA SECURITIES LLC
      and
UBS
      SECURITIES LLC as initial purchasers (the “Initial
      Purchasers”).

     

    This
      Agreement is entered into in connection with the Purchase Agreement by and
      among
      the Issuers and the Initial Purchasers, dated as of December 20, 2005 (the
      “Purchase
      Agreement”),
      which
      provides for, among other things, the sale by the Company to the Initial
      Purchasers of $175,000,000 aggregate principal amount of the Company’s
7%
      Senior
      Notes due 2016 (the “Notes”)
      guaranteed on a senior basis by the Guarantors (the “Guarantees”).
      In
      order to induce the Initial Purchasers to enter into the Purchase Agreement,
      the
      Issuers have agreed to provide the registration rights set forth in this
      Agreement for the benefit of the Initial Purchasers and any subsequent holder
      or
      holders of the Notes. The execution and delivery of this Agreement is a
      condition to the Initial Purchasers’ obligation to purchase the Notes under the
      Purchase Agreement. 

     

    The
      parties hereby agree as follows:

     

    1.  Definitions

     

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

     

    Additional
      Interest:
      See
      Section 4(a) hereof.

     

    Advice:
      See the
      last paragraph of Section 5 hereof.

     

    Agreement:
      See the
      introductory paragraphs hereto.

     

    Applicable
      Period:
      See
      Section 2(b) hereof.

     

    Business
      Day:
      Any day
      that is not a Saturday, Sunday or a day on which banking institutions in New
      York or Maryland are authorized or required by law to be closed.

     

    Company:
      See the
      introductory paragraphs hereto.

     

    Effectiveness
      Date:
      With
      respect to (i) the Exchange Offer Registration Statement, the 180th
      day
      after the Issue Date and (ii) any Shelf Registration Statement, the
      60th
      day after the Filing Date with respect thereto; provided,
      however,
      that if
      the Effectiveness Date would otherwise fall on a day that is not a Business
      Day,
      then the Effectiveness Date shall be the next succeeding Business
      Day.

     

    Effectiveness
      Period:
      See
      Section 3(a) hereof.

     

    Event
      Date:
      See
      Section 4(b) hereof.

     

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

     

    Exchange
      Notes:
      See
      Section 2(a) hereof.

     

    Exchange
      Offer:
      See
      Section 2(a) hereof.

     

    Exchange
      Offer Registration Statement:
      See
      Section 2(a) hereof.

     

    Filing
      Date:
      (A) If no Registration Statement has been filed by the Company pursuant
      to
      this Agreement, the 90th day after the Issue Date; and (B) in any other
      case (which may be applicable notwithstanding the consummation of the Exchange
      Offer), the 60th day after the delivery of a Shelf Notice as required pursuant
      to Section 2(c) hereof; provided,
      however,
      that if
      the Filing Date would otherwise fall on a day that is not a Business Day, then
      the Filing Date shall be the next succeeding Business Day.

     

    Guarantees:
      See the
      introductory paragraphs hereto.

     

    Guarantors:
      See the
      introductory paragraphs hereto.

     

    Holder:
      Any
      holder of a Registrable Note or Registrable Notes.

     

    Indenture:
      The
      Indenture, dated as of December 30, 2005, by and among the Company, the
      Guarantors, and U.S. Bank National Association, as Trustee, pursuant to which
      the Notes are being issued, as amended or supplemented from time to time in
      accordance with the terms thereof.

     

    Information:
      See
      Section 5(o) hereof.

     

    Initial
      Purchasers:
      See the
      introductory paragraphs hereto.

     

    Initial
      Shelf Registration:
      See
      Section 3(a) hereof.

     

    Inspectors:
      See
      Section 5(o) hereof.

     

    Issue
      Date:
      December 30, 2005, the date of original issuance of the Notes.

     

    Issuers:
      See the
      introductory paragraphs hereto.

     

    NASD:
      See
      Section 5(s) hereof.

     

    Notes:
      See the
      introductory paragraphs hereto.

     

    Participant:
      See
      Section 7(a) hereof.

     

    Participating
      Broker-Dealer:
      See
      Section 2(b) hereof.

     

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

     

    Private
      Exchange:
      See
      Section 2(b) hereof.

     

    Private
      Exchange Notes:
      See
      Section 2(b) hereof.

     

    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 prospectus filed as part of an
      effective registration statement in reliance upon Rule 430A under the
      Securities Act and any term sheet filed pursuant to Rule 434 under the
      Securities Act), as amended or supplemented by any prospectus supplement, 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.

     

    Purchase
      Agreement:
      See the
      introductory paragraphs hereof.

     

    Records:
      See
      Section 5(o) hereof.

     

    Registrable
      Notes:
      Each
      Note (and the related Guarantees) upon its original issuance and at all times
      subsequent thereto, each Exchange Note (and the related Guarantees) as to which
      Section 2(c)(iv) hereof is applicable upon original issuance and at
      all
      times subsequent thereto and each Private Exchange Note (and the related
      Guarantees) upon original issuance thereof and at all times subsequent thereto,
      until, in each case, the earliest to occur of (i) a Registration Statement
      (other than, with respect to any Exchange Note as to which Section 2(c)(iv)
      hereof is applicable, the Exchange Offer Registration Statement) covering such
      Note, Exchange Note or Private Exchange Note has been declared effective by
      the
      SEC, (ii) such Note has been exchanged pursuant to the Exchange Offer
      for
      an Exchange Note or Exchange Notes (and the related Guarantees) that may be
      resold without restriction under state and federal securities laws,
      (iii) such Note, Exchange Note or Private Exchange Note (and the related
      Guarantees), as the case may be, ceases to be outstanding for purposes of the
      Indenture or (iv) such Note, Exchange Note or Private Exchange Note
      (and
      the related Guarantees), as the case may be, may be resold without restriction
      pursuant to Rule 144(k) (as amended or replaced) under the Securities
      Act.

     

    Registration
      Statement:
      Any
      registration statement of the Company that covers any of the Notes, the Exchange
      Notes or the Private Exchange Notes (and the related Guarantees) filed with
      the
      SEC under the Securities Act, 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 under the Securities Act.

     

    Rule
      144A:
      Rule 144A under the Securities Act.

     

    Rule
      405:
      Rule 405 under the Securities Act.

     

    Rule
      415:
      Rule 415 under the Securities Act.

     

    Rule
      424:
      Rule 424 under the Securities Act.

     

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

     

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

     

    Shelf
      Notice:
      See
      Section 2(c) hereof.

     

    Shelf
      Registration:
      See
      Section 3(b) hereof.

     

    Shelf
      Registration Statement:
      Any
      Registration Statement relating to a Shelf Registration.

     

    Shelf
      Suspension Period:
      See
      Section 3(a) hereof.

     

    Subsequent
      Shelf Registration:
      See
      Section 3(b) hereof.

     

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

     

    Trustee:
      The
      trustee under the Indenture and the trustee (if any) under any indenture
      governing the Exchange Notes and Private Exchange Notes (and the related
      Guarantees).

     

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

     

    Except
      as
      otherwise specifically provided, all references in this Agreement to acts,
      laws,
      statutes, rules, regulations, releases, forms, no-action letters and other
      regulatory requirements (collectively, “Regulatory
      Requirements”)
      shall
      be deemed to refer also to any amendments thereto and all subsequent Regulatory
      Requirements adopted as a replacement thereto having substantially the same
      effect therewith; provided
      that
      Rule 144 shall not be deemed to amend or replace
      Rule 144A.

     

    2.  Exchange
      Offer

     

    (a)  Unless
      the Exchange Offer would violate applicable law or any applicable interpretation
      of the staff of the SEC, the Issuers shall use their reasonable best efforts
      to
      file with the SEC, no later than the Filing Date, a Registration Statement
      (the
“Exchange
      Offer Registration Statement”)
      on an
      appropriate registration form with respect to a registered offer (the
“Exchange
      Offer”)
      to
      exchange any and all of the Registrable Notes for a like aggregate principal
      amount of debt securities of the Company (the “Exchange
      Notes”),
      guaranteed on a senior basis by the Guarantors, that are identical in all
      material respects to the Notes, except that (i) the Exchange Notes shall
      contain no restrictive legend thereon and (ii) interest thereon shall
      accrue from the last date on which interest was paid on the Notes or, if no
      such
      interest has been paid, from the Issue Date, and which are entitled to the
      benefits of the Indenture or a trust indenture which is identical in all
      material respects to the Indenture (other than such changes to the Indenture
      or
      any such identical trust indenture as are necessary to comply with the TIA)
      and
      which, in either case, has been qualified under the TIA. The Exchange Offer
      shall comply with all applicable tender offer rules and regulations under the
      Exchange Act and other applicable laws. The Issuers shall (x) use their
      respective reasonable best efforts to cause the Exchange Offer Registration
      Statement to be declared effective under the Securities Act on or before the
      Effectiveness Date; (y) keep the Exchange Offer open for at least 30
      days
      (or longer if required by applicable law) after the date that notice of the
      Exchange Offer is mailed to Holders; and (z) consummate the Exchange
      Offer
      on or prior to the 210th day following the Issue Date. 

     

    Each
      Holder (including, without limitation, each Participating Broker-Dealer) who
      participates in the Exchange Offer will be required to represent to the Issuers
      in writing (which may be contained in the applicable letter of transmittal)
      that: (i) any Exchange Notes acquired in exchange for Registrable Notes
      tendered are being acquired in the ordinary course of business of the Person
      receiving such Exchange Notes, whether or not such recipient is such Holder
      itself; (ii) at the time of the commencement or consummation of the
      Exchange Offer neither such Holder nor, to the actual knowledge of such Holder,
      any other Person receiving Exchange Notes from such Holder has an arrangement
      or
      understanding with any Person to participate in the distribution of the Exchange
      Notes in violation of the provisions of the Securities Act; (iii) neither
      the Holder nor, to the actual knowledge of such Holder, any other Person
      receiving Exchange Notes from such Holder is an “affiliate” (as defined in
      Rule 405) of the Company or, if it is an affiliate of the Company, it
      will
      comply with the registration and prospectus delivery requirements of the
      Securities Act to the extent applicable and will provide information to be
      included in the Shelf Registration Statement in accordance with Section 5 hereof
      in order to have their Notes included in the Shelf Registration Statement and
      benefit from the provisions regarding Additional Interest in Section 4 hereof;
      (iv) neither such Holder nor, to the actual knowledge of such Holder,
      any
      other Person receiving Exchange Notes from such Holder is engaging in or intends
      to engage in a distribution of the Exchange Notes; and (v) if such Holder
      is a Participating Broker-Dealer, such Holder has acquired the Registrable
      Notes
      as a result of market-making activities or other trading activities and that
      it
      will comply with the applicable provisions of the Securities Act (including,
      but
      not limited to, the prospectus delivery requirements thereunder).

     

    Upon
      consummation of the Exchange Offer in accordance with this Section 2,
      the
      provisions of this Agreement shall continue to apply, mutatis mutandis,
      solely
      with respect to Registrable Notes that are Private Exchange Notes, Exchange
      Notes as to which Section 2(c)(iv) is applicable and Exchange Notes
      held by
      Participating Broker-Dealers, and the Company shall have no further obligation
      to register Registrable Notes (other than Private Exchange Notes and Exchange
      Notes as to which clause 2(c)(iv) hereof applies) pursuant to
      Section 3 hereof.

     

    No
      securities other than the Exchange Notes shall be included in the Exchange
      Offer
      Registration Statement.

     

    (b)  The
      Issuers shall include within the Prospectus contained in the Exchange Offer
      Registration Statement a section entitled “Plan of Distribution,” reasonably
      acceptable to the Initial 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 Notes
      received by such broker-dealer in the Exchange Offer (a “Participating
      Broker-Dealer”),
      whether such positions or policies have been publicly disseminated by the staff
      of the SEC or such positions or policies represent the prevailing views of
      the
      staff of the SEC. Such “Plan of Distribution” section shall also expressly
      permit, to the extent permitted by applicable policies and regulations of the
      SEC, the use of the Prospectus by all Persons subject to the prospectus delivery
      requirements of the Securities Act, including, to the extent permitted by
      applicable policies and regulations of the SEC, all Participating
      Broker-Dealers, and include a statement describing the means by which
      Participating Broker-Dealers may resell the Exchange Notes in compliance with
      the Securities Act.

     

    The
      Issuers shall use their respective reasonable best efforts to keep the Exchange
      Offer 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 such period of time as is necessary to comply with applicable
      law in connection with any resale of the Exchange Notes; provided,
      however,
      that
      such period shall not be required to exceed 90 days or such longer period if
      extended pursuant to the last paragraph of Section 5 hereof (the
“Applicable
      Period”).

     

    If,
      prior
      to consummation of the Exchange Offer, the Initial Purchasers hold any Notes
      acquired by them that have the status of an unsold allotment in the initial
      distribution, the Issuers, upon the request of the Initial Purchasers, shall
      simultaneously with the delivery of the Exchange Notes issue and deliver to
      the
      Initial Purchasers, in exchange (the “Private
      Exchange”)
      for
      such Notes held by any such Holder, a like principal amount of notes (the
“Private
      Exchange Notes”)
      of the
      Company, guaranteed by the Guarantors, that are identical in all material
      respects to the Exchange Notes except for the placement of a restrictive legend
      on such Private Exchange Notes. The Private Exchange Notes shall be issued
      pursuant to the same indenture as the Exchange Notes and bear the same CUSIP
      number as the Exchange Notes if permitted by the CUSIP Service
      Bureau.

     

    In
      connection with the Exchange Offer, the Issuers shall:

     

    (1)  mail,
      or
      cause to be mailed, to each Holder of record entitled to participate in the
      Exchange Offer a copy of the Prospectus forming part of the Exchange Offer
      Registration Statement, together with an appropriate letter of transmittal
      and
      related documents;

     

    (2)  use
      their
      respective reasonable best efforts to keep the Exchange Offer open for not
      less
      than 30 days after the date that notice of the Exchange Offer is mailed to
      Holders (or longer if required by applicable law);

     

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

     

    (4)  permit
      Holders to withdraw tendered Notes at any time prior to the close of business,
      New York time, on the last Business Day on which the Exchange Offer remains
      open; and

     

    (5)  otherwise
      comply in all material respects with all applicable laws, rules and
      regulations.

     

    As
      soon
      as practicable after the close of the Exchange Offer and the Private Exchange,
      if any, the Issuers shall:

     

    (1)  accept
      for exchange all Registrable Notes validly tendered and not validly withdrawn
      pursuant to the Exchange Offer and the Private Exchange, if any;

     

    (2)  deliver
      to the Trustee for cancellation all Registrable Notes so accepted for exchange;
      and

     

    (3)  cause
      the
      Trustee to authenticate and deliver promptly to each Holder of Notes, Exchange
      Notes or Private Exchange Notes, as the case may be, equal in principal amount
      to the Notes of such Holder so accepted for exchange; provided
      that, in
      the case of any Notes held in global form by a depositary, authentication and
      delivery to such depositary of one or more replacement Notes in global form
      in
      an equivalent principal amount thereto for the account of such Holders in
      accordance with the Indenture shall satisfy such authentication and delivery
      requirement.

     

    The
      Exchange Offer and the Private Exchange shall not be subject to any conditions,
      other than that (i) the Exchange Offer or Private Exchange, as the case
      may
      be, does not violate applicable law or any applicable interpretation of the
      staff of the SEC; (ii) no action or proceeding shall have been instituted
      or threatened in any court or by any governmental agency which might materially
      impair the ability of the Issuers to proceed with the Exchange Offer or the
      Private Exchange, and no material adverse development shall have occurred in
      any
      existing action or proceeding with respect to the Issuers; and (iii) all
      governmental approvals shall have been obtained, which approvals the Issuers
      deem necessary for the consummation of the Exchange Offer or Private
      Exchange.

     

    The
      Exchange Notes and the Private Exchange Notes shall be issued under (i) the
      Indenture or (ii) an indenture identical in all material respects to
      the
      Indenture and which, in either case, has been qualified under the TIA or is
      exempt from such qualification and shall provide that the Exchange Notes shall
      not be subject to the transfer restrictions set forth in the Indenture. The
      Indenture or such indenture shall provide that the Exchange Notes, the Private
      Exchange Notes and the Notes shall vote and consent together on all matters
      as
      one class and that none of the Exchange Notes, the Private Exchange Notes or
      the
      Notes will have the right to vote or consent as a separate class on any
      matter.

     

    (c)  If,
      (i) because of any change in law or in currently prevailing interpretations
      of the staff of the SEC, the Issuers are not permitted to effect the Exchange
      Offer, (ii) the Exchange Offer is not consummated within 210 days of
      the
      Issue Date, (iii) the Initial Purchasers or any other holder of Private
      Exchange Notes so requests in writing to the Company at any time after the
      consummation of the Exchange Offer, or (iv) in the case of any Holder
      that
      participates in the Exchange Offer, such Holder does not receive Exchange Notes
      on the date of the exchange that may be sold without restriction under state
      and
      federal securities laws (other than due solely to the status of such Holder
      as
      an affiliate of the Company within the meaning of the Securities Act) and so
      notifies the Company within 30 days after such Holder first becomes aware of
      such restrictions, in the case of each of clauses (i) to and including (iv)
      of
      this sentence, then the Issuers shall promptly deliver to the Holders and the
      Trustee written notice thereof (the “Shelf
      Notice”)
      and
      shall file a Shelf Registration pursuant to Section 3 hereof.

     

    3.  Shelf
      Registration

     

    If
      at any
      time a Shelf Notice is delivered as contemplated by Section 2(c) hereof,
      then:

     

    (a)  Shelf
      Registration.
      The
      Issuers shall as promptly as practicable file with the SEC a Registration
      Statement for an offering to be made on a continuous basis pursuant to Rule
      415
      covering all of the Registrable Notes (the “Initial
      Shelf Registration”).
      The
      Issuers shall use their respective reasonable best efforts to file with the
      SEC
      the Initial Shelf Registration on or prior to the applicable Filing Date. The
      Initial Shelf Registration shall be on Form S-3 or another appropriate form
      permitting registration of such Registrable Notes for resale by Holders in
      the
      manner or manners designated by them (including, without limitation, one or
      more
      underwritten offerings). The Issuers shall not permit any securities other
      than
      the Registrable Notes and the Guarantees to be included in the Initial Shelf
      Registration or any Subsequent Shelf Registration (as defined
      below).

     

    The
      Issuers shall use their respective reasonable best efforts to cause the Shelf
      Registration to be declared effective under the Securities Act on or prior
      to
      the Effectiveness Date and to keep the Initial Shelf Registration continuously
      effective under the Securities Act until the date that is two years from the
      Issue Date or such shorter period ending when all Registrable Notes covered
      by
      the Initial Shelf Registration have been sold in the manner set forth and as
      contemplated in the Initial Shelf Registration or, if applicable, a Subsequent
      Shelf Registration (the “Effectiveness
      Period”);
      provided,
      however,
      that
      the Effectiveness Period in respect of the Initial Shelf Registration shall
      be
      extended to the extent required to permit dealers to comply with the applicable
      prospectus delivery requirements of Rule 174 under the Securities Act and as
      otherwise provided herein and shall be subject to reduction to the extent that
      the applicable provisions of Rule 144(k) are amended or revised to reduce the
      two year holding period set forth therein. Notwithstanding anything to the
      contrary in this Agreement, at any time, the Company may delay the filing of
      any
      Initial Shelf Registration Statement or delay or suspend the effectiveness
      thereof, for a reasonable period of time, but not in excess of an aggregate
      of
      90 days in any calendar year (a “Shelf
      Suspension Period”),
      if
      the Board of Directors of the Company determines reasonably and in good faith
      that the filing of any such Initial Shelf Registration Statement or the
      continuing effectiveness thereof would require the disclosure of non-public
      material information that, in the reasonable judgment of the Board of Directors
      of the Company, would be detrimental to the Company if so disclosed or would
      otherwise materially adversely affect a financing, acquisition, disposition,
      merger or other material transaction.

     

    (b)  Withdrawal
      of Stop Orders; Subsequent Shelf Registrations.
      If the
      Initial Shelf Registration or any Subsequent Shelf Registration ceases to be
      effective for any reason at any time during the Effectiveness Period (other
      than
      because of the sale of all of the Notes registered thereunder), the Issuers
      shall use their respective reasonable best efforts to obtain the prompt
      withdrawal of any order suspending the effectiveness thereof, and in any event
      shall within 30 days of such cessation of effectiveness amend such Shelf
      Registration Statement in a manner to obtain the withdrawal of the order
      suspending the effectiveness thereof, or file an additional Shelf Registration
      Statement pursuant to Rule 415 covering all of the Registrable Notes covered
      by
      and not sold under the Initial Shelf Registration or an earlier Subsequent
      Shelf
      Registration (each, a “Subsequent
      Shelf Registration”).
      If a
      Subsequent Shelf Registration is filed, the Issuers shall use their respective
      reasonable best efforts to cause the Subsequent Shelf Registration to be
      declared effective under the Securities Act as soon as practicable after such
      filing and to keep such subsequent Shelf Registration continuously effective
      for
      a period equal to the number of days in the Effectiveness Period less the
      aggregate number of days during which the Initial Shelf Registration or any
      Subsequent Shelf Registration was previously continuously effective. As used
      herein the term “Shelf
      Registration”
      means
      the Initial Shelf Registration and any Subsequent Shelf
      Registration.

     

    (c)  Supplements
      and Amendments.
      The
      Issuers shall promptly supplement and amend 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 Registrable Notes (or their counsel) covered by such Registration
      Statement with respect to the information included therein with respect to
      one
      or more of such Holders, or by any underwriter of such Registrable Notes with
      respect to the information included therein with respect to such
      underwriter.

     

    4.  Additional
      Interest

     

    (a)  The
      Issuers and the Initial Purchasers agree that the Holders will suffer damages
      if
      the Issuers fail to fulfill their obligations under Section 2 or
      Section 3 hereof and that it would not be feasible to ascertain the
      extent
      of such damages with precision. Accordingly, the Issuers agree to pay, jointly
      and severally, as liquidated damages, additional interest on the Notes
      (“Additional
      Interest”)
      under
      the circumstances and to the extent set forth below (each of which shall be
      given independent effect):

     

    (i)  if
      (A)
      neither the Exchange Offer Registration Statement nor the Initial Shelf
      Registration has been filed on or prior to the Filing Date applicable thereto
      or
      (B) notwithstanding that the Issuers have consummated or will consummate the
      Exchange Offer, the Issuers are required to file a Shelf Registration and such
      Shelf Registration is not filed on or prior to the Filing Date applicable
      thereto, then, commencing on the day after any such Filing Date, Additional
      Interest shall accrue on the principal amount of the Registrable Notes at a
      rate
      of 0.50% per annum for the first 90 days immediately following such applicable
      Filing Date, and such Additional Interest rate shall increase by an additional
      0.50% per annum at the beginning of each subsequent 90-day period;
      or

     

    (ii)  if
      (A)
      neither the Exchange Offer Registration Statement nor the Initial Shelf
      Registration is declared effective by the SEC on or prior to the Effectiveness
      Date applicable thereto or (B) notwithstanding that the Issuers have
      consummated or will consummate the Exchange Offer, the Issuers are required
      to
      file a Shelf Registration and such Shelf Registration is not declared effective
      by the SEC on or prior to the Effectiveness Date applicable to such Shelf
      Registration, then, commencing on the day after such Effectiveness Date,
      Additional Interest shall accrue on the principal amount of the Registrable
      Notes at a rate of 0.50% per annum for the first 90 days immediately following
      the day after such Effectiveness Date, and such Additional Interest rate shall
      increase by an additional 0.50% per annum at the beginning of each subsequent
      90-day period; or

     

    (iii)  if
      (A) the Issuers have not exchanged Exchange Notes for all Notes validly
      tendered in accordance with the terms of the Exchange Offer on or prior to
      the
      45th day after the applicable Effectiveness Date or (B) if applicable,
      a
      Shelf Registration has been declared effective and such Shelf Registration
      ceases to be effective at any time during the Effectiveness Period, then
      Additional Interest shall accrue on the principal amount of the Notes not so
      exchanged in the case of (A) or the Registrable Notes in the case of (B) at
      a
      rate of 0.50% per annum for the first 90 days commencing on the (x) 46th
      day after applicable Effectiveness Date, in the case of (A) above, or (y) the
      day such Shelf Registration ceases to be effective in the case of (B) above,
      and
      such Additional Interest rate shall increase by an additional 0.50% per annum
      at
      the beginning of each such subsequent 90-day period;

     

    provided,
      however,
      that
      the Additional Interest rate on the Notes may not accrue under more than one
      of
      the foregoing clauses (i) - (iii) at any one time and at no time shall the
      aggregate amount of Additional Interest accruing exceed in the aggregate 2.0%
      per annum; provided,
      further,
      however,
      that
      (1) upon the filing of the applicable Exchange Offer Registration Statement
      or the applicable Shelf Registration as required hereunder (in the case of
      clause (i) above of this Section 4), (2) upon the effectiveness
      of the
      Exchange Offer Registration Statement or the applicable Shelf Registration
      Statement as required hereunder (in the case of clause (ii) of this
      Section 4), or (3) upon the exchange of the Exchange Notes for
      all
      Notes tendered (in the case of clause (iii)(A) of this Section 4), or
      upon
      the effectiveness of the applicable Shelf Registration Statement which had
      ceased to remain effective (in the case of (iii)(B) of this Section 4),
      Additional Interest on the Notes in respect of which such events relate as
      a
      result of such clause (or the relevant subclause thereof), as the case may
      be,
      shall cease to accrue. Notwithstanding any other provision of this Section
      4,
      the Issuer shall not be obligated to pay Additional Interest provided in
      Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension
      Period permitted by Section 3(a) hereof.

     

    (b)  The
      Issuers shall notify the Trustee within one Business Day after each and every
      date on which an event occurs in respect of which Additional Interest is
      required to be paid (an “Event
      Date”).
      Any
      amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii)
      of
      this Section 4 will be payable in cash semiannually on each January
      15 and
      July 15 (to the holders of record on the January 1 and July 1 immediately
      preceding such dates), commencing with the first such date occurring after
      any
      such Additional Interest commences to accrue. The amount of Additional Interest
      will be determined by multiplying the applicable Additional Interest rate by
      the
      principal amount of the Registrable Notes, multiplied by a fraction, the
      numerator of which is the number of days such Additional Interest rate was
      applicable during such period (determined on the basis of a 360 day
      year
      comprised of twelve 30 day months and, in the case of a partial month,
      the
      actual number of days elapsed), and the denominator of which is
      360.

     

    5.  Registration
      Procedures

     

    In
      connection with the filing of any Registration Statement pursuant to
      Section 2 or 3 hereof, the Issuers shall effect such registrations to
      permit the sale of the securities covered thereby in accordance with the
      intended method or methods of disposition thereof, and pursuant thereto and
      in
      connection with any Registration Statement filed by the Company hereunder each
      of the Issuers shall:

     

    (a)  Prepare
      and file with the SEC prior to the applicable Filing Date a Registration
      Statement or Registration Statements as prescribed by Section 2 or 3
      hereof, and use their respective reasonable best efforts to cause each such
      Registration Statement to become effective and remain effective as provided
      herein; provided,
      however,
      that if
      (1) such filing is pursuant to Section 3 hereof or (2) a
      Prospectus contained in the Exchange Offer Registration Statement filed pursuant
      to Section 2 hereof is required to be delivered under the Securities
      Act by
      any Participating Broker-Dealer who seeks to sell Exchange Notes during the
      Applicable Period relating thereto from whom the Company has received prior
      written notice that it will be a Participating Broker-Dealer in the Exchange
      Offer, before filing any Registration Statement or Prospectus or any amendments
      or supplements thereto, the Issuers shall furnish to and afford the Holders
      of
      the Registrable Notes covered by such Registration Statement (with respect
      to a
      Registration Statement filed pursuant to Section 3 hereof) or each such
      Participating Broker-Dealer (with respect to any such Registration Statement),
      as the case may be, their counsel and the managing underwriters, if any, 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 (in each case at least five Business Days prior
      to
      such filing). The Issuers shall not file any Registration Statement or
      Prospectus or any amendments or supplements thereto if the Holders of a majority
      in aggregate principal amount of the Registrable Notes covered by such
      Registration Statement, their counsel, or the managing underwriters, if any,
      shall reasonably object on a timely basis.

     

    (b)  Use
      its
      reasonable best efforts to prepare and file with the SEC such amendments and
      post-effective amendments to each Shelf Registration Statement or Exchange
      Offer
      Registration Statement, as the case may be, as may be necessary to keep such
      Registration Statement continuously effective for the Effectiveness Period,
      the
      Applicable Period or until consummation of the Exchange Offer, as the case
      may
      be; cause the related Prospectus to be supplemented by any Prospectus supplement
      required by applicable law, and as so supplemented to be filed pursuant to
      Rule 424; and comply with the provisions of the Securities Act and the
      Exchange Act applicable to it with respect to the disposition of all securities
      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 an Participating Broker-Dealer covered by any such Prospectus. The
      Company shall be deemed not to have used its reasonable best efforts to keep
      a
      Registration Statement effective if such Issuer voluntarily takes any action
      that would result in selling Holders of the Registrable Notes covered thereby
      or
      Participating Broker-Dealers seeking to sell Exchange Notes not being able
      to
      sell such Registrable Notes or such Exchange Notes during that period unless
      such action is required by applicable law or permitted by this
      Agreement.

     

    (c)  If
      (1) a Shelf Registration is filed pursuant to Section 3 hereof,
      or
      (2) a Prospectus contained in the Exchange Offer Registration Statement
      filed pursuant to Section 2 hereof is required to be delivered under
      the
      Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
      Notes during the Applicable Period relating thereto from whom the Company has
      received written notice that it will be a Participating Broker-Dealer in the
      Exchange Offer, notify the selling Holders of Registrable Notes (with respect
      to
      a Registration Statement filed pursuant to Section 3 hereof), or each
      such
      Participating Broker-Dealer (with respect to any such Registration Statement),
      as the case may be, their counsel and the managing underwriters, if any,
      promptly (but in any event within one business day), 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
      under the Securities Act (including in such notice a written statement that
      any
      Holder may, upon request, obtain, at the sole expense of the Company, 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 Registrable Notes or resales of Exchange Notes
      by
      Participating Broker-Dealers the representations and warranties of the Issuers
      contained in any agreement (including any underwriting agreement) contemplated
      by Section 5(n) hereof cease to be true and correct, (iv) of
      the
      receipt by any Issuer of any notification with respect to the suspension of
      the
      qualification or exemption from qualification of a Registration Statement or
      any
      of the Registrable Notes or the Exchange Notes to be sold by any Participating
      Broker-Dealer for offer or sale in any jurisdiction, or the initiation or
      threatening of any proceeding for such purpose, (v) of the happening
      of any
      event, the existence of any condition 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
      or
      amendments or supplements to 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 the light
      of the circumstances under which they were made, not misleading, and
      (vi) of the Issuers’ determination that a post-effective amendment to a
      Registration Statement would be appropriate.

     

    (d)  Use
      their
      respective reasonable 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 Registrable Notes or the
      Exchange Notes to be sold by any Participating Broker-Dealer, for sale in any
      jurisdiction, and, if any such order is issued, to use their respective
      reasonable best efforts to obtain the withdrawal of any such order at the
      earliest practicable date.

     

    (e)  If
      a
      Shelf Registration is filed pursuant to Section 3 and if requested in
      writing during the Effectiveness Period by the managing underwriter or
      underwriters (if any), the Holders of a majority in aggregate principal amount
      of the Registrable Notes being sold in connection with an underwritten offering
      or any Participating Broker-Dealer, (i) as promptly as practicable
      incorporate in a prospectus supplement or post-effective amendment such
      information as the managing underwriter or underwriters (if any), such Holders,
      any Participating Broker-Dealer or counsel for any of them 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
      Company has 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; provided,
      however,
      the
      Issuers shall not be required to take any action pursuant to this Section 5(e)
      that would, in the opinion of counsel for the Company, reasonably satisfactory
      to the Initial Purchasers, violate applicable law.

     

    (f)  If
      (1) a Shelf Registration is filed pursuant to Section 3 hereof,
      or
      (2) a Prospectus contained in the Exchange Offer Registration Statement
      filed pursuant to Section 2 hereof is required to be delivered under
      the
      Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
      Notes during the Applicable Period, furnish to each selling Holder of
      Registrable Notes (with respect to a Registration Statement filed pursuant
      to
      Section 3 hereof) and to each such Participating Broker-Dealer who so
      requests (with respect to any such Registration Statement) and to their
      respective counsel and each managing underwriter, if any, at the sole expense
      of
      the Company, 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 hereof,
      or
      (2) a Prospectus contained in the Exchange Offer Registration Statement
      filed pursuant to Section 2 hereof is required to be delivered under
      the
      Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
      Notes during the Applicable Period, deliver to each selling Holder of
      Registrable Notes (with respect to a Registration Statement filed pursuant
      to
      Section 3 hereof), or each such Participating Broker-Dealer (with respect
      to any such Registration Statement), as the case may be, their respective
      counsel, and the underwriters, if any, at the sole expense of the Company,
      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 reference therein as such Persons may reasonably
      request; and, subject to the last paragraph of this Section 5, the Issuers
      hereby consent to the use of such Prospectus and each amendment or supplement
      thereto by each of the selling Holders of Registrable Notes 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
      Registrable Notes covered by, or the sale by Participating Broker-Dealers of
      the
      Exchange Notes pursuant to, such Prospectus and any amendment or supplement
      thereto.

     

    (h)  Prior
      to
      any public offering of Registrable Notes or any delivery of a Prospectus
      contained in the Exchange Offer Registration Statement by any Participating
      Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period,
      use
      their respective reasonable best efforts to register or qualify, and to
      cooperate with the selling Holders of Registrable Notes or each such
      Participating Broker-Dealer, as the case may be, the managing underwriter or
      underwriters, if any, and their respective counsel in connection with the
      registration or qualification (or exemption from such registration or
      qualification) of such Registrable Notes for offer and sale under the securities
      or Blue Sky laws of such jurisdictions within the United States as any selling
      Holder, Participating Broker-Dealer, or the managing underwriter or underwriters
      reasonably request in writing; provided,
      however,
      that
      where Exchange Notes held by Participating Broker-Dealers or Registrable Notes
      are offered other than through an underwritten offering, the Issuers agree
      to
      cause their counsel to perform Blue Sky investigations and file registrations
      and qualifications required to be filed pursuant to this Section 5(h),
      keep
      each such registration or qualification (or exemption therefrom) effective
      during the period such Registration Statement is required to be kept effective
      and do any and all other acts or things necessary or advisable to enable the
      disposition in such jurisdictions of the Exchange Notes held by Participating
      Broker-Dealers or the Registrable Notes covered by the applicable Registration
      Statement; provided,
      however,
      that no
      Issuer shall be required to (A) qualify generally to do business in
      any
      jurisdiction where it is not then so qualified, (B) take any action
      that
      would subject it to general service of process in any such jurisdiction where
      it
      is not then so subject or (C) subject itself to taxation in excess of
      a
      nominal dollar amount in any such jurisdiction where it is not then so
      subject.

     

    (i)  If
      a
      Shelf Registration is filed pursuant to Section 3 hereof, cooperate
      with
      the selling Holders of Registrable Notes and the managing underwriter or
      underwriters, if any, to facilitate the timely preparation and delivery of
      certificates representing Registrable Notes 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 Registrable Notes to be
      in
      such denominations (subject to applicable requirements contained in the
      Indenture) and registered in such names as the managing underwriter or
      underwriters, if any, or Holders may request.

     

    (j)  Use
      their
      respective reasonable best efforts to cause the Registrable Notes 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 or underwriters, if any, to consummate the
      disposition of such Registrable Notes, except as may be required solely as
      a
      consequence of the nature of such selling Holder’s business, in which case the
      Issuers will cooperate in all respects with the filing of such Registration
      Statement and the granting of such approvals; provided
      that no
      Issuer shall be required to (A) qualify generally to do business in any
      jurisdiction where it is not then so qualified, (B) take any action that would
      subject it to general service of process in any jurisdiction where it is not
      then so subject or (C) subject itself to taxation in excess of a nominal dollar
      amount in any such jurisdiction it is not then so subject.

     

    (k)  If
      (1) a Shelf Registration is filed pursuant to Section 3 hereof,
      or
      (2) a Prospectus contained in the Exchange Offer Registration Statement
      filed pursuant to Section 2 hereof is required to be delivered under
      the
      Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
      Notes during the Applicable Period, upon the occurrence of any event
      contemplated by paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly as
      practicable prepare and (subject to Section 5(a) hereof) file with the
      SEC,
      at the sole expense of the Company, 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 Registrable Notes being sold thereunder (with respect to a Registration
      Statement filed pursuant to Section 3 hereof) or to the purchasers of
      the
      Exchange Notes to whom such Prospectus will be delivered by a Participating
      Broker-Dealer (with respect to any such Registration Statement), 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 necessary to make the
      statements therein, in the light of the circumstances under which they were
      made, not misleading.

     

    (l)  Use
      their
      respective reasonable best efforts to cause the Registrable Notes covered by
      a
      Registration Statement or the Exchange Notes, as the case may be, to be rated
      with the appropriate rating agencies, if so requested by the Holders of a
      majority in aggregate principal amount of Registrable Notes covered by such
      Registration Statement or the Exchange Notes, as the case may be, or the
      managing underwriter or underwriters, if any.

     

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

     

    (n)  In
      connection with any underwritten offering of Registrable Notes pursuant to
      a
      Shelf Registration, enter into an underwriting agreement as is customary in
      underwritten offerings of debt securities similar to the Notes, and take all
      such other actions as are reasonably requested by the managing underwriter
      or
      underwriters in order to expedite or facilitate the registration or the
      disposition of such Registrable Notes and, in such connection, (i) make
      such representations and warranties to, and covenants with, the underwriters
      with respect to the business of the Issuers (including any acquired business,
      properties or entity, if applicable), 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 of debt securities similar to the Notes substantially
      similar to those included in the Purchase Agreement, and confirm the same in
      writing if and when requested; (ii) obtain the written opinions of counsel
      to the Issuers, and written updates thereof in form, scope and substance
      reasonably satisfactory to the managing underwriter or underwriters, addressed
      to the underwriters covering the matters customarily covered in opinions
      reasonably requested in underwritten offerings of debt securities similar to
      the
      Notes; (iii) obtain “cold comfort” letters and updates thereof in form,
      scope and substance reasonably satisfactory to the managing underwriter or
      underwriters from the independent certified public accountants of the Issuers
      (and, if necessary, any other independent certified public accountants of the
      Issuers, or of any business acquired by the Issuers, for which financial
      statements and financial data are, or are required to be, included or
      incorporated by reference 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 of debt securities similar to the Notes; and (iv) if
      an underwriting agreement is entered into, the same shall contain
      indemnification provisions and procedures no less favorable to the sellers
      and
      underwriters, if any, than those set forth in Section 7 hereof (or such
      other provisions and procedures reasonably acceptable to Holders of a majority
      in aggregate principal amount of Registrable Notes covered by such Registration
      Statement and the managing underwriter or underwriters or agents, if any).
      The
      above shall be done at each closing under such underwriting agreement, or as
      and
      to the extent required thereunder. Notwithstanding the foregoing, the Issuers
      may delay entering into such agreement in the event that and for a period of
      time not to exceed an aggregate of 60 days if (1) the Board of Directors of
      the
      Company determines in good faith that the disclosure of an event at such time
      could reasonably be expected to have a material adverse effect on the business,
      operations or prospects of the Issuers or (2) the disclosure otherwise relates
      to a material business transaction which has not been publicly disclosed and
      the
      Board of Directors of the Company determines that any such disclosure would
      jeopardize the success of such transaction.

     

    (o)  If
      (1) a Shelf Registration is filed pursuant to Section 3 hereof,
      or
      (2) a Prospectus contained in the Exchange Offer Registration Statement
      filed pursuant to Section 2 hereof is required to be delivered under
      the
      Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
      Notes during the Applicable Period, make available for inspection by any Initial
      Purchaser, any selling Holder of such Registrable Notes being sold (with respect
      to a Registration Statement filed pursuant to Section 3 hereof), or
      each
      such Participating Broker-Dealer, as the case may be, any underwriter
      participating in any such disposition of Registrable Notes, if any, and any
      attorney, accountant or other agent retained by any such selling Holder or
      each
      such Participating Broker-Dealer (with respect to any such Registration
      Statement), as the case may be, or underwriter (any such Initial Purchasers,
      Holders, Participating Broker-Dealers, underwriters, attorneys, accountants
      or
      agents, collectively, the “Inspectors”),
      upon
      written request, at the offices where normally kept, during reasonable business
      hours, all pertinent financial and other records, pertinent corporate documents
      and instruments of the Company and subsidiaries of the Company (collectively,
      the “Records”),
      as
      shall be reasonably necessary to enable them to exercise any applicable due
      diligence responsibilities, and cause the officers, directors and employees
      of
      the Company and any of its subsidiaries to supply all information (“Information”)
      reasonably requested by any such Inspector in connection with such due diligence
      responsibilities. Each Inspector shall agree in writing that it will keep the
      Records and Information confidential and that it will not disclose any of the
      Records or Information that the Company determines, in good faith, to be
      confidential and notifies the Inspectors in writing are confidential, and that
      such information will be treated as confidential by it so as not to give rise
      to
      disclosure obligations on the part of the Issuer under SEC Regulation FD, unless
      (i) the disclosure of such Records or Information is necessary to avoid
      or
      correct a misstatement or omission in such Registration Statement or Prospectus,
      (ii) the release of such Records or Information is ordered pursuant
      to a
      subpoena or other order from a court of competent jurisdiction,
      (iii) disclosure of such Records or Information is necessary or advisable,
      in the opinion of counsel for any Inspector, in connection with any action,
      claim, suit or proceeding, directly or indirectly, involving or potentially
      involving such Inspector and arising out of, based upon, relating to, or
      involving this Agreement or the Purchase Agreement, or any transactions
      contemplated hereby or thereby or arising hereunder or thereunder, or
      (iv) the information in such Records or Information has been made generally
      available to the public other than by an Inspector or an “affiliate” (as defined
      in Rule 405) thereof; provided,
      however,
      that
      prior notice shall be provided as soon as practicable to the Company of the
      potential disclosure of any information by such Inspector pursuant to
      clauses (i) or (ii) of this sentence to permit the Company to obtain
      a
      protective order (or waive the provisions of this paragraph (o)) and
      that
      such Inspector shall take such actions as are reasonably necessary to protect
      the confidentiality of such information (if practicable) to the extent such
      action is otherwise not inconsistent with, an impairment of or in derogation
      of
      the rights and interests of the Holder or any Inspector.

     

    (p)  Provide
      an indenture trustee for the Registrable Notes or the Exchange Notes, as the
      case may be, and cause the Indenture or the trust indenture provided for in
      Section 2(a) hereof, as the case may be, to be qualified under the TIA
      not
      later than the effective date of the first Registration Statement relating
      to
      the Registrable Notes; and in connection therewith, cooperate with the trustee
      under any such indenture and the Holders of the Registrable Notes, to effect
      such changes (if any) 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
      their respective reasonable 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.

     

    (q)  Comply
      with all applicable rules and regulations of the SEC and make generally
      available to its securityholders with regard to any applicable Registration
      Statement, a consolidated earning statement satisfying the provisions of
      Section 11(a) of the Securities Act and Rule 158 thereunder (or
      any
      similar rule promulgated under the Securities Act) no later than 45 days
      after the end of any fiscal quarter (or 90 days after the end of any
      12-month period if such period is a fiscal year) (i) commencing at the
      end
      of any fiscal quarter in which Registrable Notes are sold to underwriters in
      a
      firm commitment or best efforts underwritten offering and (ii) if not
      sold
      to underwriters in such an offering, commencing on the first day of the first
      fiscal quarter of the Company, after the effective date of a Registration
      Statement, which statements shall cover said 12-month periods.

     

    (r)  Upon
      consummation of the Exchange Offer or a Private Exchange, obtain an opinion
      of
      counsel to the Issuers, in a form customary for underwritten transactions,
      addressed to the Trustee for the benefit of all Holders of Registrable Notes
      participating in the Exchange Offer or the Private Exchange, as the case may
      be,
      that the Exchange Notes or Private Exchange Notes, as the case may be, the
      related guarantee and the related indenture constitute legal, valid and binding
      obligations of the Issuers, enforceable against the Issuers in accordance with
      their respective terms, subject to customary exceptions and qualifications.
      If
      the Exchange Offer or a Private Exchange is to be consummated, upon delivery
      of
      the Registrable Notes by Holders to the Company (or to such other Person as
      directed by the Company), in exchange for the Exchange Notes or the Private
      Exchange Notes, as the case may be, the Issuers shall mark, or cause to be
      marked, on such Registrable Notes that such Registrable Notes are being
      cancelled in exchange for the Exchange Notes or the Private Exchange Notes,
      as
      the case may be; in no event shall such Registrable Notes be marked as paid
      or
      otherwise satisfied.

     

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

     

    (t)  Use
      their
      respective reasonable best efforts to take all other steps necessary to effect
      the registration of the Exchange Notes and/or Registrable Notes covered by
      a
      Registration Statement contemplated hereby.

     

    The
      Company may require each seller of Registrable Notes as to which any
      registration is being effected to furnish to the Company such information
      regarding such seller and the distribution of such Registrable Notes as the
      Company may, from time to time, reasonably request. The Company may exclude
      from
      such registration the Registrable Notes of any seller so long as such seller
      fails to furnish such information within a reasonable time after receiving
      such
      request. Each seller as to which any Shelf Registration is being effected agrees
      to furnish promptly to the Company all information required to be disclosed
      in
      order to make the information previously furnished to the Company by such seller
      not materially misleading.

     

    If
      any
      such Registration Statement refers to any Holder by name or otherwise as the
      holder of any securities of any Issuer, then such Holder shall have the right
      to
      require (i) the insertion therein of language, in form and substance
      reasonably satisfactory to such Holder, to the effect that the holding by such
      Holder of such securities is not to be construed as a recommendation by such
      Holder of the investment quality of the securities covered thereby and that
      such
      holding does not imply that such Holder will assist in meeting any future
      financial requirements of the Issuers, or (ii) in the event that such
      reference to such Holder by name or otherwise is not required by the Securities
      Act or any similar federal statute then in force, the deletion of the reference
      to such Holder in any amendment or supplement to the Registration Statement
      filed or prepared subsequent to the time that such reference ceases to be
      required.

     

    Each
      Holder of Registrable Notes and each Participating Broker-Dealer agrees by
      its
      acquisition of such Registrable Notes or Exchange Notes to be sold by such
      Participating Broker-Dealer, as the case may be, that, upon actual receipt
      of
      any notice from the Company 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) hereof, such Holder
      will forthwith discontinue disposition of such Registrable Notes covered by
      such
      Registration Statement or Prospectus or Exchange Notes to be sold by such Holder
      or Participating Broker-Dealer, as the case may be, and in each case,
      dissemination of such Prospectus, until such Holder’s or Participating
      Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus
      contemplated by Section 5(k) hereof, or until it is advised in writing
      (the
“Advice”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and has
      received copies of any amendments or supplements thereto. In the event that
      the
      Issuers shall give any such notice, each of the Applicable Period and the
      Effectiveness Period shall be extended by the number of days during such periods
      from and including the date of the giving of such notice to and including the
      date when each seller of Registrable Notes covered by such Registration
      Statement or Exchange Notes to be sold by such Participating Broker-Dealer,
      as
      the case may be, shall have received (x) the copies of the supplemented
      or
      amended Prospectus contemplated by Section 5(k) hereof or (y) the
      Advice.

     

    6.  Registration
      Expenses

     

    All
      fees
      and expenses incident to the performance of or compliance with this Agreement
      by
      the Issuers shall be borne by the Company, whether or not the Exchange Offer
      Registration Statement or any Shelf Registration Statement is filed or becomes
      effective or the Exchange Offer is consummated, 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 where required (including,
      without limitation, fees and disbursements of counsel in connection with Blue
      Sky qualifications of the Registrable Notes or Exchange Notes and determination
      of the eligibility of the Registrable Notes or Exchange Notes for investment
      under the laws of such jurisdictions (x) where the holders of Registrable
      Notes are located, in the case of the Exchange Notes, or (y) as provided
      in
      Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes
      to
      be sold by a Participating Broker-Dealer during the Applicable Period)),
      (ii) printing expenses, including, without limitation, expenses of printing
      certificates for Registrable Notes or Exchange Notes 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 underwriter or
      underwriters, if any, by the Holders of a majority in aggregate principal amount
      of the Registrable Notes included in any Registration Statement or in respect
      of
      Registrable Notes or Exchange Notes to be sold by any Participating
      Broker-Dealer during the Applicable Period, as the case may be,
      (iii) messenger, telephone and delivery expenses, (iv) fees and
      disbursements of counsel for the Issuers and, in the case of a Shelf
      Registration, reasonable fees and disbursements of one special counsel for
      all
      of the sellers of Registrable Notes selected by the Holder of a majority in
      aggregate principal amount of Registrable Notes covered by such Shelf
      Registration (exclusive of any counsel retained pursuant to Section 7 hereof),
      (v) fees and disbursements of all independent certified public accountants
      referred to in Section 5(n)(iii) hereof (including, without limitation, the
      expenses of any “cold comfort” letters required by or incident to such
      performance), (vi) Securities Act liability insurance, if the Issuers
      desire such insurance, (vii) fees and expenses of all other Persons
      retained by the Issuers, (viii) internal expenses of the Issuers
      (including, without limitation, all salaries and expenses of officers and
      employees of the Issuers performing legal or accounting duties), (ix) the
      expense of any annual audit, (x) any fees and expenses incurred in
      connection with the listing of the securities to be registered on any securities
      exchange, and the obtaining of a rating of the securities, in each case, if
      applicable and (xi) the expenses relating to printing, word processing
      and
      distributing all Registration Statements, underwriting agreements, indentures
      and any other documents necessary in order to comply with this Agreement.
      Notwithstanding the foregoing, the Issuers shall not pay underwriting or
      brokerage discounts or commissions.

     

    7.  Indemnification
      and Contribution.

     

    (a)  Each
      of
      the Issuers agree jointly and severally, to indemnify and hold harmless each
      Holder of Registrable Notes and each Participating Broker-Dealer selling
      Exchange Notes during the Applicable Period, and each Person, if any, who
      controls such Person or its affiliates within the meaning of Section 15 of
      the
      Act or Section 20 of the Exchange Act (each, a “Participant”) against any
      losses, claims, damages or liabilities to which any Participant may become
      subject under the Securities Act, the Exchange Act or otherwise, insofar as
      any
      such losses, claims, damages or liabilities (or actions in respect thereof)
      arise out of or are based upon:

     

    (i)  any
      untrue statement or alleged untrue statement made by any Issuer contained in
      any
      application or any other document or any amendment or supplement thereto
      executed by any Issuer based upon written information furnished by or on behalf
      of any Issuer filed in any jurisdiction in order to qualify the Notes under
      the
      securities or “Blue Sky” laws thereof or filed with the SEC or any securities
      association or securities exchange (each, an “Application”);

     

    (ii)  any
      untrue statement or alleged untrue statement of any material fact contained
      in
      any Registration Statement (or any amendment thereto) or Prospectus (as amended
      or supplemented if any of the Issuers shall have furnished any amendments or
      supplements thereto) or any preliminary prospectus; or

     

    (iii)  the
      omission or alleged omission to state, in any Registration Statement (or any
      amendment thereto) or Prospectus (as amended or supplemented if any of the
      Issuers shall have furnished any amendments or supplements thereto) or any
      preliminary prospectus or any Application or any other document or any amendment
      or supplement thereto, a material fact required to be stated therein or
      necessary to make the statements therein not misleading;

     

    and
      will
      reimburse, as incurred, the Participant for any legal or other expenses incurred
      by the Participant in connection with investigating, defending against or
      appearing as a third-party witness in connection with any such loss, claim,
      damage, liability or action; provided,
      however,
      none of
      the Issuers will be liable in any such case to the extent that any such loss,
      claim, damage, or liability arises out of or is based upon any untrue statement
      or alleged untrue statement or omission or alleged omission made in any
      Registration Statement (or any amendment thereto) or Prospectus (as amended
      or
      supplemented if any of the Issuers shall have furnished any amendments or
      supplements thereto) or any preliminary prospectus or Application or any
      amendment or supplement thereto in reliance upon and in conformity with
      information relating to any Participant furnished to the Issuers by such
      Participant specifically for use therein; provided
      further,
however,
      that
      the Issuers shall not be liable if such untrue statement or omission or alleged
      untrue statement or omission was contained or made in any preliminary prospectus
      and corrected in the Prospectus or any amendment or supplement thereto and
      the
      Prospectus does not contain any other untrue statement or omission or alleged
      untrue statement or omission of a material fact that was the subject matter
      of
      the related proceeding and any such loss, liability, claim, damage or expense
      suffered or incurred by the Participants resulted from any action, claim or
      suit
      by any Person who purchased Registrable Notes or Exchange Notes which are the
      subject thereof from such Participant and it is established in the related
      proceeding that such Participant failed to deliver or provide a copy of the
      Prospectus (as amended or supplemented) to such Person with or prior to the
      confirmation of the sale of such Registrable Notes or Exchange Notes sold to
      such Person if required by applicable law, unless such failure to deliver or
      provide a copy of the Prospectus (as amended or supplemented) was a result
      of
      noncompliance by the Issuers with Section 5 of this Agreement. The indemnity
      provided for in this Section 7 will be in addition to any liability
      that
      the Issuers may otherwise have to the indemnified parties. The Issuers shall
      not
      be liable under this Section 7 for any settlement of any claim or action
      effected without their prior written consent, which shall not be unreasonably
      withheld. 

     

    (b)  Each
      Participant, severally and not jointly, agrees to indemnify and hold harmless
      the Issuers, their directors, their officers and each person, if any, who
      controls the Issuers within the meaning of Section 15 of the Act or
      Section 20 of the Exchange Act against any losses, claims, damages or
      liabilities to which the Issuers or any such director, officer or controlling
      person may become subject under the Act, the Exchange Act or otherwise, insofar
      as such losses, claims, damages or liabilities (or actions in respect thereof)
      arise out of or are based upon (i) any untrue statement or alleged untrue
      statement of any material fact contained in any Registration Statement or
      Prospectus, any amendment or supplement thereto, or any preliminary prospectus,
      or (ii) the omission or the alleged omission to state therein a material
      fact necessary to make the statements therein not misleading, in each case
      to
      the extent, but only to the extent, that such untrue statement or alleged untrue
      statement or omission or alleged omission was made in reliance upon and in
      conformity with written information concerning such Participant, furnished
      to
      the Issuers by the Participant, specifically for use therein; and subject to
      the
      limitation set forth immediately preceding this clause, will reimburse, as
      incurred, any reasonable legal or other expenses incurred by the Issuers or
      any
      such director, officer or controlling person in connection with investigating
      or
      defending against or appearing as a third party witness in connection with
      any
      such loss, claim, damage, liability or action in respect thereof. The indemnity
      provided for in this Section 7 will be in addition to any liability
      that
      the Participants may otherwise have to the indemnified parties. The Participants
      shall not be liable under this Section 7 for any settlement of any claim
      or
      action effected without their consent, which shall not be unreasonably withheld.
      The Issuers shall not, without the prior written consent of such Participant,
      effect any settlement or compromise of any pending or threatened proceeding
      in
      respect of which such Participant is or could have been a party, or indemnity
      could have been sought hereunder by such Participant, unless such settlement
      (A) includes an unconditional written release of such Participant, in
      form
      and substance reasonably satisfactory to such Participant, from all liability
      on
      claims that are the subject matter of such proceeding and (B) does not include
      any statement as to an admission of fault, culpability or failure to act by
      or
      on behalf of such Participant.

     

    (c)  Promptly
      after receipt by an indemnified party under this Section 7 of notice
      of the
      commencement of any action for which such indemnified party is entitled to
      indemnification under this Section 7, such indemnified party will, if a claim
      in
      respect thereof is to be made against the indemnifying party under this Section
      7, notify the indemnifying party of the commencement thereof in writing; but
      the
      omission to so notify the indemnifying party (i) will not relieve it
      from
      any liability under paragraph (a) or (b) above unless and to the extent such
      failure results in the forfeiture by the indemnifying party of substantial
      rights and defenses and (ii) will not, in any event, relieve the
      indemnifying party from any obligations to any indemnified party other than
      the
      indemnification obligation provided in paragraphs (a) and (b) above. In case
      any
      such action is brought against any indemnified party, and it notifies the
      indemnifying party of the commencement thereof, the indemnifying party will
      be
      entitled to participate therein and, to the extent that it may wish, jointly
      with any other indemnifying party similarly notified, to assume the defense
      thereof, with counsel reasonably satisfactory to such indemnified party;
provided,
      however,
      that if
      (i) the use of counsel chosen by the indemnifying party to represent
      the
      indemnified party would present such counsel with a conflict of interest,
      (ii) the defendants in any such action include both the indemnified
      party
      and the indemnifying party and the indemnified party shall have been advised
      by
      counsel that there may be one or more legal defenses available to it and/or
      other indemnified parties that are different from or additional to those
      available to the indemnifying party, or (iii) the indemnifying party
      shall
      not have employed counsel reasonably satisfactory to the indemnified party
      to
      represent the indemnified party within a reasonable time after receipt by the
      indemnifying party of notice of the institution of such action, then, in each
      such case, the indemnifying party shall not have the right to direct the defense
      of such action on behalf of such indemnified party or parties and such
      indemnified party or parties shall have the right to select separate counsel
      to
      defend such action on behalf of such indemnified party or parties. After notice
      from the indemnifying party to such indemnified party of its election so to
      assume the defense thereof and approval by such indemnified party of counsel
      appointed to defend such action, the indemnifying party will not be liable
      to
      such indemnified party under this Section 7 for any legal or other
      expenses, other than reasonable costs of investigation, subsequently incurred
      by
      such indemnified party in connection with the defense thereof, unless
      (i) the indemnified party shall have employed separate counsel in
      accordance with the proviso to the immediately preceding sentence (it being
      understood, however, that in connection with such action the indemnifying party
      shall not be liable for the expenses of more than one separate counsel (in
      addition to local counsel) in any one action or separate but substantially
      similar actions in the same jurisdiction arising out of the same general
      allegations or circumstances, designated by Participants who sold a majority
      in
      interest of the Registrable Notes and Exchange Notes sold by all such
      Participants in the case of paragraph (a) of this Section 7 or the Issuers
      in
      the case of paragraph (b) of this Section 7, representing the
      indemnified parties under such paragraph (a) or paragraph (b),
      as the
      case may be, who are parties to such action or actions) or (ii) the indemnifying
      party has authorized in writing the employment of counsel for the indemnified
      party at the expense of the indemnifying party. All fees and expenses reimbursed
      pursuant to this paragraph (c) shall be reimbursed as they are incurred. After
      such notice from the indemnifying party to such indemnified party, the
      indemnifying party will not be liable for the costs and expenses of any
      settlement of such action effected by such indemnified party without the prior
      written consent of the indemnifying party (which consent shall not be
      unreasonably withheld), unless such indemnified party waived in writing its
      rights under this Section 7, in which case the indemnified party may
      effect
      such a settlement without such consent.

     

    (d)  In
      circumstances in which the indemnity agreement provided for in the preceding
      paragraphs of this Section 7 is unavailable to, or insufficient to hold
      harmless, an indemnified party in respect of any losses, claims, damages or
      liabilities (or actions in respect thereof), each indemnifying party, in order
      to provide for just and equitable contribution, shall contribute to the amount
      paid or payable by such indemnified party as a result of such losses, claims,
      damages or liabilities (or actions in respect thereof) in such proportion as
      is
      appropriate to reflect (i) the relative benefits received by the indemnifying
      party or parties on the one hand and the indemnified party on the other from
      the
      offering of the Notes or (ii) if the allocation provided by the foregoing clause
      (i) is not permitted by applicable law, not only such relative benefits but
      also
      the relative fault of the indemnifying party or parties on the one hand and
      the
      indemnified party on the other in connection with the statements or omissions
      or
      alleged statements or omissions that resulted in such losses, claims, damages
      or
      liabilities (or actions in respect thereof). The relative benefits received
      by
      the Company on the one hand and such Participant on the other shall be deemed
      to
      be in the same proportion as the total proceeds from the offering (before
      deducting expenses) of the Notes received by the Company bear to the total
      net
      profit received by such Participant in connection with the sale of the Notes.
      The relative fault of the parties shall be determined by reference to, among
      other things, whether the untrue or alleged untrue statement of a material
      fact
      or the omission or alleged omission to state a material fact relates to
      information supplied by the Company on the one hand, or the Participants on
      the
      other, the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission or alleged
      statement or omission, and any other equitable considerations appropriate in
      the
      circumstances. The parties agree that it would not be equitable if the amount
      of
      such contribution were determined by pro rata or per capita allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the first sentence of this paragraph (d).
      Notwithstanding any other provision of this paragraph (d), no Participant shall
      be obligated to make contributions hereunder that in the aggregate exceed the
      total net profit received by such Participant in connection with the sale of
      the
      Notes, less the aggregate amount of any damages that such Participant has
      otherwise been required to pay by reason of the untrue or alleged untrue
      statements or the omissions or alleged omissions to state a material fact,
      and
      no person guilty of fraudulent misrepresentation (within the meaning of
      Section 11(f) of the Act) shall be entitled to contribution from any
      person
      who was not guilty of such fraudulent misrepresentation. For purposes of this
      paragraph (d), each person, if any, who controls a Participant within the
      meaning of Section 15 of the Act or Section 20 of the Exchange
      Act
      shall have the same rights to contribution as the Participants, and each
      director of the Issuers, each officer of the Issuers and each person, if any,
      who controls the Issuers within the meaning of Section 15 of the Act
      or
      Section 20 of the Exchange Act, shall have the same rights to contribution
      as the Issuers.

     

    8.  Rules
      144 and 144A

     

    The
      Issuers covenant and agree that they will file the reports required to be filed
      by them under the Securities Act and the Exchange Act and the rules and
      regulations adopted by the SEC thereunder in a timely manner in accordance
      with
      the requirements of the Securities Act and the Exchange Act and, if at any
      time
      the Company or any Guarantor is not required to file such reports, the Company
      or such Guarantor, as the case may be, will, upon the request of any Holder
      or
      beneficial owner of Registrable Notes, make available such information necessary
      to permit sales pursuant to Rule 144A. The Issuers further covenant
      and
      agree, for so long as any Registrable Notes remain outstanding that they will
      take such further action as any Holder of Registrable Notes may reasonably
      request, all to the extent required from time to time to enable such holder
      to
      sell Registrable Notes without registration under the Securities Act within
      the
      limitation of the exemptions provided by Rule 144(k) under the Securities
      Act and Rule 144A.

     

    9.  Underwritten
      Registrations

     

    If
      any of
      the Registrable Notes 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 Registrable Notes included in
      such offering and shall be reasonably acceptable to the Company.

     

    No
      Holder
      of Registrable Notes may participate in any underwritten registration hereunder
      unless such Holder (a) agrees to sell such Holder’s Registrable Notes on
      the basis provided in any underwriting arrangements approved by the Persons
      entitled hereunder to approve such arrangements and (b) completes and
      executes all questionnaires, powers of attorney, indemnities, underwriting
      agreements and other documents required under the terms of such underwriting
      arrangements.

     

    10.  Miscellaneous

     

    (a)  No
      Inconsistent Agreements.
      None of
      the Issuers has, as of the date hereof, and none of the Issuers shall, after
      the
      date of this Agreement, enter into any agreement with respect to any of its
      securities that conflicts with the rights granted to the Holders of Registrable
      Notes in this Agreement or otherwise conflicts with the provisions hereof.
      The
      rights granted to the Holders hereunder do not in any way conflict with and
      are
      not inconsistent with the rights granted to the holders of the Issuers’ other
      issued and outstanding securities under any such agreements. None of the Issuers
      will enter into any agreement with respect to any of their securities that
      will
      grant to any Person piggy-back registration rights with respect to any
      Registration Statement.

     

    (b)  Adjustments
      Affecting Registrable Notes.
      The
      Issuers shall not, directly or indirectly, take any action with respect to
      the
      Registrable Notes as a class that would adversely affect the ability of the
      Holders of Registrable Notes to include such Registrable Notes in a registration
      undertaken pursuant to this Agreement.

     

    (c)  Amendments
      and Waivers.
      The
      provisions of this Agreement may not be amended, modified or supplemented,
      and
      waivers or consents to departures from the provisions hereof may not be given,
      otherwise than with the prior written consent of (I) the Issuers, and
      (II) (A) the Holders of not less than a majority in aggregate
      principal amount of the then outstanding Registrable Notes and (B) in
      circumstances that would adversely affect the Participating Broker-Dealers,
      the
      Participating Broker-Dealers holding not less than a majority in aggregate
      principal amount of the Exchange Notes held by all Participating Broker-Dealers;
      provided,
      however,
      that
      Section 7 and this Section 10(c) may not be amended, modified
      or
      supplemented without the prior written consent of each Holder and each
      Participating Broker-Dealer (including any person who was a Holder or
      Participating Broker-Dealer of Registrable Notes or Exchange Notes, as the
      case
      may be, disposed of pursuant to any Registration Statement) affected by any
      such
      amendment, modification or supplement. 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 of Registrable Notes 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 of Registrable Notes may be given by Holders of at least a majority
      in
      aggregate principal amount of the Registrable Notes being sold pursuant to
      such
      Registration Statement.

     

    (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 facsimile:

     

    (i)  if
      to a
      Holder of the Registrable Notes or any Participating Broker-Dealer, at the
      most
      current address of such Holder or Participating Broker-Dealer, as the case
      may
      be, set forth on the records of the registrar under the Indenture, with a copy
      in like manner to the Initial Purchasers as follows:

     

    Deutsche
      Bank Securities Inc.

                    60
      Wall
      Street

                    New
      York, New York
      10005

                    Facsimile
      No.: (212)
      797-4867

                    Attention:
      High Yield
      Capital Markets

    with
      a
      copy to:

     

     

    Cahill
      Gordon & Reindel LLP

                    80
      Pine
      Street

                    New
      York, New York
      10005

                    Facsimile
      No.: (212)
      269-5420 

                    Attention:
      William M.
      Hartnett, Esq.

     

    (ii)  if
      to the
      Initial Purchasers, at the address specified in Section 10(d)(i);

     

    (iii)  if
      to the
      Issuers, at the address as follows:

     

                    Omega
      Healthcare
      Investors, Inc.

    9690
      Deereco Road, Suite 100

    Timonium,
      Maryland 21093

    Facsimile
      No.: (410) 427-8822

    Attention:
      Robert O. Stephenson

     

    with
      a
      copy to:

     

    


     

    Powell
      Goldstein LLP

    One
      Atlantic Center, Fourteenth Floor 

    1201
      W.
      Peachtree Street, NW, 

    Atlanta,
      Georgia  30309-3488

    Facsimile
      No.: (404) 572-6999

    Attention:
      Richard H. Miller

    


    All
      such
      notices and communications shall be deemed to have been duly given: when
      delivered by hand, if personally delivered; five Business Days after being
      deposited in the mail, postage prepaid, if mailed; one Business Day after being
      timely delivered to a next-day air courier; and upon written confirmation,
      if
      sent by facsimile.

     

    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 and in
      the
      manner 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 hereto, the Holders and the Participating
      Broker-Dealers; provided,
      however,
      that
      nothing herein shall be deemed to permit any assignment, transfer or other
      disposition of Registrable Notes in violation of the terms of the Purchase
      Agreement or the Indenture.

     

    (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 LAWS
      OF
      THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY
      WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
      LAW
      THAT WOULD REQUIRE THE APPLICATION OF ANY OTHER LAW.

     

    (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 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)  Notes
      Held by the Issuers or Their Affiliates.
      Whenever the consent or approval of Holders of a specified percentage of
      Registrable Notes is required hereunder, Registrable Notes held by the Issuers
      or 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.

     

    (k)  Third-Party
      Beneficiaries.
      Holders
      of Registrable Notes and Participating Broker-Dealers are intended third-party
      beneficiaries of this Agreement, and this Agreement may be enforced by such
      Persons.

     

    (l)  Entire
      Agreement.
      This
      Agreement, together with the Purchase Agreement and the Indenture, is intended
      by the parties as a final and exclusive statement of the agreement and
      understanding of the parties hereto in respect of the subject matter contained
      herein and therein and any and all prior oral or written agreements,
      representations, or warranties, contracts, understandings, correspondence,
      conversations and memoranda between the Holders on the one hand and the Issuers
      on the other, or between or among any agents, representatives, parents,
      subsidiaries, affiliates, predecessors in interest or successors in interest
      with respect to the subject matter hereof and thereof are merged herein and
      replaced hereby.

     

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



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

     

    OMEGA
      HEALTHCARE INVESTORS, INC.

     

     

    By:  

    Name: 

    Title: 

     

     

    By:  

    Name: 

    Title: 

     

    BAYSIDE
      ALABAMA HEALTHCARE SECOND, INC.

    BAYSIDE
      ARIZONA HEALTHCARE ASSOCIATES, INC.

    BAYSIDE
      ARIZONA HEALTHCARE SECOND, INC.

    BAYSIDE
      COLORADO HEALTHCARE ASSOCIATES, INC.

    BAYSIDE
      COLORADO HEALTHCARE SECOND, INC.

    OHI
      (CONNECTICUT), INC.

    BAYSIDE
      STREET II, INC.

    OHI
      ASSET
      (CA), LLC

    OHI
      ASSET
      (FL), LLC

    OHI
      ASSET
      (ID), LLC

    OHI
      ASSET
      (IN), LLC

    OHI
      ASSET
      (LA), LLC

    as
      Subsidiary Guarantors

     

    By:/s/
      Robert O. Stephenson

    Name: Robert
      O.
      Stephenson

                                    Title: Chief
      Financial Officer and 

                                        Treasurer


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    OHI
      ASSET
      (MI/NC), LLC

    OHI
      ASSET
      (MO), LLC

    OHI
      ASSET
      (OH), LLC

    OHI
      ASSET
      (PA), LLC

    OHI
      ASSET
      (TX), LLC

    OHI
      ASSET
      II (CA), LLC

    OHI
      ASSET, LLC

    OMEGA
      ACQUISITION FACILITY I, LLC

    OHI
      (FLORIDA), INC.

    OHI
      SUNSHINE, INC.

    LONG
      TERM
      CARE ASSOCIATES - ILLINOIS, INC.

    OHI
      (ILLINOIS), INC.

    SKILLED
      NURSING - HERRIN, INC.

    SKILLED
      NURSING - PARIS, INC.

    BAYSIDE
      INDIANA HEALTHCARE ASSOCIATES, INC.

    LONG
      TERM
      CARE ASSOCIATES - INDIANA, INC.

    OHI
      (INDIANA), INC.

    SKILLED
      NURSING - GASTON, INC.

    OHI
      (IOWA), INC.

    OHI
      (KANSAS), INC.

    OMEGA
      (KANSAS), INC.

    NRS
      VENTURES, LLC

    OS
      LEASING COMPANY

    STERLING
      ACQUISITION CORP.

    STERLING
      ACQUISITION CORP. II

    ARIZONA
      LESSOR - INFINIA, INC.

    BAYSIDE
      STREET, INC.

    COLORADO
      LESSOR - CONIFER, INC.

    DELTA
      INVESTORS I, LLC

    DELTA
      INVESTORS II, LLC

    FLORIDA
      LESSOR - CRYSTAL SPRINGS, INC. 

    as
      Subsidiary Guarantors

     

    By:/s/
      Robert O. Stephenson

    Name: Robert
      O.
      Stephenson

                                    Title: Chief
      Financial Officer and 

                                        Treasurer

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FLORIDA
      LESSOR - EMERALD, INC.

    FLORIDA
      LESSOR - LAKELAND, INC.

    FLORIDA
      LESSOR - MEADOWVIEW, INC.

    FLORIDA
      LESSOR - WEST PALM BEACH AND SOUTHPOINT, INC.

    GEORGIA
      LESSOR - BONTERRA/PARKVIEW, INC.

    INDIANA
      LESSOR - JEFFERSONVILLE, INC.

    INDIANA
      LESSOR - WELLINGTON MANOR, INC.

    JEFFERSON
      CLARK, INC.

    OHI
      OF
      KENTUCKY, INC.

    OHI
      OF
      TEXAS, INC.

    OMEGA
      TRS
      I, INC.

    TEXAS
      LESSOR - STONEGATE GP, INC.

    TEXAS
      LESSOR - STONEGATE LIMITED, INC.

    TEXAS
      LESSOR - STONEGATE, L.P.

    TEXAS
      LESSOR - TREEMONT, INC.

    WASHINGTON
      LESSOR - SILVERDALE, INC.

    OHIMA,
      INC.

    LONG
      TERM
      CARE - MICHIGAN, INC.

    LONG
      TERM
      CARE - NORTH CAROLINA, INC.

    SKILLED
      NURSING - HICKSVILLE, INC.

    CENTER
      HEALTHCARE ASSOCIATES, INC.

    CHERRY
      STREET - SKILLED NURSING, INC. 

    as
      Subsidiary Guarantors

     

    By:/s/
      Robert O. Stephenson

    Name: Robert
      O.
      Stephenson

                                    Title: Chief
      Financial Officer and 

                                    Treasurer

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DALLAS
      SKILLED NURSING, INC.

    HERITAGE
      TEXARKANA HEALTHCARE ASSOCIATES, INC.

    LAKE
      PARK
      SKILLED NURSING, INC.

    LONG
      TERM
      CARE ASSOCIATES - TEXAS, INC.

    PARKVIEW
      - SKILLED NURSING, INC.

    PINE
      TEXARKANA HEALTHCARE ASSOCIATES, INC.

    REUNION
      TEXARKANA HEALTHCARE ASSOCIATES, INC.

    SAN
      AUGUSTINE HEALTHCARE ASSOCIATES, INC.

    SOUTH
      ATHENS HEALTHCARE ASSOCIATES, INC.

    WAXAHACHIE
      HEALTHCARE ASSOCIATES, INC.

    WEST
      ATHENS HEALTHCARE ASSOCIATES, INC. 

    OHI
      ASSET
      II (TX), LLC

    OHI
      ASSET
      (OH) LENDER, LLC

    OHI
      ASSET
      (OH) NEW PHILADELPHIA, LLC

    OHI
      ASSET
      (PA) TRUST

    BALDWIN
      HEALTH CENTER, INC.

    CANTON
      HEALTH CARE LAND, INC.

    DICON
      HEALTH CARE CENTER, INC.

    HANOVER
      HOUSE, INC.

    HOUSE
      OF
      HANOVER, LTD.

    HUTTON
      I
      LAND, INC.

    HUTTON
      II
      LAND, INC.

    HUTTON
      III LAND, INC.

    as
      Subsidiary Guarantors

     

    By:/s/
      Robert O. Stephenson

    Name: Robert
      O.
      Stephenson

                                    Title: Chief
      Financial Officer and 

                                        Treasurer

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    LEATHERMAN
      90-1, INC.

    LEATHERMAN
      PARTNERSHIP 89-1, IN.C

    LEATHERMAN
      PARTNERSHIP 89-2, INC.

    MERIDIAN
      ARMS LAND, INC.

    OHI
      ASSET
      II (PA) TRUST

    OHI
      ASSET
      III (PA) TRUST

    ORANGE
      VILLAGE CARE CENTER, INC.

    PAVILLION
      NORTH, LLP

    PAVILLION
      NORTH PARTNES, INC.

    PAVILLION
      NURSING CENTER NORTH, INC.

    ST.
      MARY’S PROPERTIES, INC.

    WILCARE,
      LLC

    as
      Subsidiary Guarantors

     

    By:/s/
      Robert O. Stephenson

    Name: Robert
      O.
      Stephenson

                                    Title: Chief
      Financial Officer and 

                                    Treasurer

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    OHI
      ASSET
      (CT) LENDER, LLC

    OHI
      ASSET
      II (OH), LLC 

    COLONIAL
      GARDENS, LLC

    COPLEY
      HEALTH CENTER, INC.

    THE
      SUBURBAN PAVILION, INC.

    as
      Subsidiary Guarantors

     

    By:/s/
      Robert O. Stephenson

    Name: Robert
      O.
      Stephenson

                                    Title: Chief
      Financial Officer and 

                                        Treasurer

     

     

    


     

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      foregoing Agreement is hereby confirmed and accepted as of the date


     

    first
      above written.

     

    DEUTSCHE
      BANK SECURITIES INC., 

     

     

    By:/s/
      Andrew Bhak

        Name:
      Andrew
      Bhak

        Title:
      Director

     

    By:/s/
      A.J. Murphy

        Name:
      A.J.
      Murphy

    Title:
      Director

    


     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA SECURITIES LLC

     

     

    By:/s/
      R. Sean Snipes 

        Name:
      R. Sean
      Snipes

        Title:
      Managing Director

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    UBS
      SECURITIES LLC 

     

     

    By:/s/
      Christian W. Hilliard

        Name:
      Christian W. Hilliard

        Title:
      Director

     

     

    By:/s/
      Keith A. Lockwood

        Name:
      Keith
      A. Lockwood

        Title:
      Director